Structuring Hospital Acquisitions of Physician Practices: Valuing, Negotiating, and Documenting the Transaction
Recording of a 90-minute CLE video webinar with Q&A
This CLE course will guide healthcare counsel on the key legal issues involved in hospital acquisitions of physician practices, including applicable laws and regulations and valuation considerations. The panel will offer their guidance on negotiating and structuring the arrangements.
Outline
- Key structural and legal considerations
- Structuring the transaction
- Principal purchase terms
- Physician governance/management
- Physician employment contract and ancillary agreements
- Tax structuring considerations
- Legal considerations
- Federal fraud and abuse laws
- State law considerations
- Special considerations for tax-exempt purchasers
- Legal aspects of determining fair market value
- Structuring the transaction
- FMV and financial considerations
- Physician practice consolidation trends
- Valuation issues
- Compensation models for physicians
- Fairness opinions from independent financial advisers
Benefits
The panel will review these and other important issues:
- What are the key legal and business concerns for hospitals and physicians considering a hospital acquisition of a physician practice?
- What nuances should counsel be aware of with respect to valuations in light of Stark law and challenges to certain valuation methodologies?
- How can acquisition deals be structured to ensure long term value for the hospital?
- What compensation models have been most attractive or successful for hospitals negotiating employment with physicians?
Faculty
Roger D. Strode
Partner
Foley & Lardner
Mr. Strode's practice focuses on health care business transactions, including mergers, acquisitions, corporate... | Read More
Mr. Strode's practice focuses on health care business transactions, including mergers, acquisitions, corporate restructurings and joint ventures, general corporate matters and health care regulation. His experience includes the representation of institutional health care providers, large physician groups, specialty providers (ASC development organizations), health care private equity firms and industry consultants. He participated as lead counsel in numerous health care and corporate transactions, including the purchase and sale, or transfer of sponsorship of hospitals, health systems, physician practices and health maintenance organizations; the formation of specialty hospitals; and the formation of ancillary services joint ventures.
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Adria Warren
Partner
Foley & Lardner
Ms. Warren is a healthcare M&A and regulatory lawyer with deep experience advising hospitals, providers, and... | Read More
Ms. Warren is a healthcare M&A and regulatory lawyer with deep experience advising hospitals, providers, and healthcare enterprises on complex transactions, corporate, and regulatory compliance matters. Her experience includes mergers, acquisitions, joint ventures, and other affiliations and strategic transactions; forming provider groups, networks, and alliances; and advising on fraud and abuse and HIPAA compliance, employment, reporting and disclosure requirements, and marketing compliance. Ms. Warren has over two decades of experience and brings a wealth of business and transactional experience to assist clients in the healthcare industry, including providers, private equity, medical device companies, life sciences companies, and healthcare IT companies. In addition, she counsels entrepreneurs and established companies on a wide range of day-to-day legal and business issues from starting-up through going public, including corporate governance issues, securities laws compliance, tax, and employment matters.
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