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Health Care Corporate Governance and Transactions

Attorneys in the Spencer Fane Health Care practice engage with the executives and boards of health care systems and facilities to understand their strategy and guide them toward the objective of improving the health of their patient population.

We work with health care leaders to look at the big picture — the institution’s facilities, community, market and the industry as a whole — with the aim of aligning pieces of the operation to achieve both business and patient care goals. Our attorneys advise health systems leaders and governance boards on regulatory and compliance matters; mergers, acquisitions, and joint ventures; physician integration models; corporate or governance bylaws; restructuring; finance; and internal investigations. We focus on how all aspects of the health care operation can support the client’s mission. Understanding the client’s market and strategy is essential in any work that we do, and we explain options that can allow clients to provide improved health care solutions to their patients and reflect positively on the client’s brand.

This can include addressing the trend of hospitals becoming partners in their community’s health, which requires deliberate attention to the metrics of population health. The health care industry continues to shift from pay for volume to pay for value, and our team provides assistance in looking at ways to maintain and improve service levels earlier in the disease process while being conscious of the need to manage revenue cycles.

Our attorneys are frequent authors and presenters on industry issues, such as “alignment for scale,” clinical integration, avoiding and surviving compliance concerns, and contracting issues. We are actively involved in the American Health Law Association and multiple state health care associations.

Representative Experience

  • Negotiated and conducted due diligence for the acquisition of multiple hospitals. Each transaction required an in-depth knowledge of healthcare mergers and acquisitions, state licensure and real estate rules and regulations, and commercial and Medicare insurance credentialing and an appreciation of the clients’ desire for scale in order to meet strategic goals.
  • Routinely represent community hospitals in “bet-the-business” crisis situations successfully avoiding loss of Medicare participation due stringent EMTALA, Stark and Anti-Kickback and other compliance concerns. For example, we have successfully defended a Qui Tam relator action in a first of its kind value based purchasing case.
  • Successfully facilitated the alignment of community hospitals with larger health systems, including a groundbreaking sports medicine collaboration between a sole community hospital, a state university and its athletic department, and tertiary care center.