Joint Ventures, Mergers and Acquisitions
Our attorneys have both the corporate transactional experience and the health care regulatory experience necessary to navigate complex health care joint ventures, mergers and acquisitions. We continue to see an explosion in joint ventures and mergers and acquisitions in the health care industry as our clients seek to develop more strategic alliances and to integrate vertically across a broader continuum of care. We represent a broad range of health care providers, both for-profit and tax-exempt, in structuring and negotiating joint venture, purchase and sale and merger transactions.
We help our clients evaluate and develop deal structures that achieve business goals, provide optimal tax effect and minimize risk. Our work with clients begins in the early stage of negotiating letters of intent and then definitive transaction documents. Each client has the benefit of an expert team to address corporate, regulatory, tax, employment, noncompete, employee benefits, antitrust, state licensing, federal reimbursement, real estate and financing issues that arise in these transactions. We also advise clients who need to exit, restructure or close joint ventures. Our experience across the life cycle of these business ventures enables us to provide insight and creativity to these transactions.
Our extensive experience in health care transactions includes the following:
- Negotiation of dozens of equity joint ventures where health care providers collaborate to develop new health services
- Representation in hospital merger transactions, including issuance of North Carolina’s first certificate of public advantage, offering special state immunity under antitrust laws
- Representation of physicians and hospitals in business integration transactions
- Formation of IPAs, PHOs, MSOs and other managed care joint ventures where health care providers collaborate on managed care contracting and back office support functions within the confines of antitrust restrictions
- Organization of physician practice management companies, providing comprehensive services to physician practices in compliance with the limitations imposed by the corporate practice of medicine doctrine
Our work in the managed care area includes the organization of provider networks, including management service organizations (MSOs), physician practice management companies (PPMCs), tax-exempt supporting organizations, physician-hospital organizations (PHOs) and other integrated delivery systems. These clients rely on our expertise in antitrust, fraud and abuse regulation, corporate practice of medicine, tax and business issues. We develop contracts with providers and clients of the network and with payors or providers who want access to the network or the MSO services.
Physician Group Management and Organization
Our physician clients benefit from the interdisciplinary approach of our health care team and draw from the breadth of expertise in this practice area to address their increasingly complex businesses. We work with our physician clients to provide practical and cost-effective advice on all aspects of their business including the following:
- Employment agreements and noncompetes
- Shareholder agreements and shareholder admissions/exits
- Joint ventures and mergers and acquisitions
- Consulting, clinical research and medical director agreements
- Credentialing and professional licensure
- Governance issues
- Patient privacy, HIPAA and patients rights issues
- Hospital contracting issues
- Real estate acquisition, construction, leasing and disposition
Physician clients also work with our intellectual property attorneys to develop and protect their discoveries and innovations in the health care field. Our real estate lawyers also assist our physician clients to make investments in real estate assets related to their practices and joint venture operations.
Intellectual Property and Technology
The intellectual property lawyers on our health care team regularly work with our clients on a wide variety of technology, e-commerce, licensing, copyright, trademark, trade secret and noncompetition issues. We help our clients secure the licensing that they need to use or obtain new products and new methods, including enhancements. We add value to our clients’ businesses by acquiring recognized rights and protecting those rights against third party infringement. If a dispute arises for one of our clients, we have experience in negotiating settlements and, when necessary, litigating intellectual property infringement claims. Our lawyers also assist our clients with the transfer of intellectual property rights.
Our attorneys also have extensive experience in negotiating complex software licensing and development contracts on behalf of health care providers and other health care organizations. A recent example involved the representation of a health insurance provider in connection with its comprehensive plan to create an automated web-based system that allows individuals and companies to apply for insurance, allows health care providers to submit claims and obtain approval electronically at the time service is provided, facilitates the automatic processing of claims and enables members to check claim status.
We assist our clients with the creation and financing of community-wide electronic health record (EHR) systems. We help our clients proactively respond to economic incentives currently being offered by Medicare and Medicaid for the timely implementation of EHR systems.
Real Estate and Construction
Our health care team includes experienced real estate lawyers who provide advice on all types of health care real estate matters, including leasing, financing, due diligence and environmental, acquisition and divestiture, and sale-leaseback arrangements. These lawyers are not only leaders in the real estate field but also have in-depth knowledge of regulatory issues affecting health care providers. Our services include representation in contracting with architects and contractors, construction disputes, rezoning and subdivision work, negotiating with state and local regulatory officials, and negotiating and implementing easement agreements and restrictions in multi-use developments. Sample engagements include the following:
- Medical office building sale-leaseback
- Private securities offering to physician investors
- Purchase or lease of hospital sites, nursing home sites, office building sites, clinical and urgent care facilities, research facilities, office buildings, residential properties, support facilities and other properties of various types to be converted to health care use
Our firm has one of the most extensive public finance practices in North Carolina, with 10 attorneys who spend all or a substantial portion of their time on public finance transactions. We have extensive experience serving as bond counsel and underwriter counsel in North Carolina Medical Care Commission bond issues. We have played a role in financings for practically every major health care system in North Carolina, serving as bond counsel for every Commission bond issue for Duke University Health System, Inc. and FirstHealth of the Carolinas, Inc. since 2001. We have also served as bond counsel, authority counsel or underwriter counsel for every Carolinas Health Care System bond issue since the early 1980s, including 12 series of bonds in 2007 totaling approximately $1.1 billion.
We combine the knowledge and experience of our firm’s bond lawyers and dedicated tax professionals on all of our clients’ bond matters—an approach that we believe is the most practical, efficient and effective way to address and resolve tax issues. In the private finance sector, we regularly counsel private equity investors (including those involved in health care transactions) on the issues that are commonly encountered in portfolio company investments and buyouts, and we have considerable experience in determining the best approach and structure to accomplish these transactions. These investments include both control buyouts and non-controlling equity and mezzanine financings.