Business Transactions

Gjerset & Lorenz provides operational, reimbursement and transactional services to its health care clients contemplating various business transactions. We counsel health care providers as they consider and implement strategic initiatives such as acquisitions, divestitures, joint ventures, unit closures, hospital consolidations and the development of new facilities. For some clients we serve as an outside general counsel addressing day-to-day questions that arise under business corporation law. Our attorneys’ in-depth industry knowledge of regulatory, reimbursement and legislative issues provides an advantage to our clients at all stages of corporate development. We are always mindful of the reimbursement and regulatory compliance ramifications of both routine and special transactional assignments. We are often called upon to perform a final assessment of the regulatory compliance and reimbursement implications of a prospective business transaction such as merging hospitals, closing a cost based unit, revising emergency room intake procedures or unwinding a PHO.

Our firm has also handled a broad array of sales, leases, mergers, financing transactions and affiliations between a wide variety of health care organizations. In addition, we regularly assist with licensure, reimbursement and other regulatory matters necessary to consummate a transaction.

A substantial number of the firm's business transactions involve physicians or physician groups, either as clients, parties to contracts or joint venture partners, from complex risk sharing relationships to relocation agreements to simple service agreements. Our attorneys have considerable experience in analyzing and structuring such arrangements to comply with self-referral, anti-kickback, corporate practice of medicine, licensing, and other regulatory concerns while simultaneously maintaining the structure and rationale for the deal.

We advise clients on the selection of the optimal organizational structure for the operation of health care entities and on contracting for such entities, including:

• Development of corporate structures to maintain not-for-profit status.
• Advising on issues related to directors’ liability; directors’ fiduciary responsibilities; private inurnment shareholders’ rights; and internal audits and investigations.
• Drafting and revising corporate documents as well as negotiating and drafting contracts.

Gjerset & Lorenz attorneys structure, negotiate and assist in implementing complex health care transactions including:

• The analysis of the optimal funding structure during hospital acquisitions.
• Numerous analyses of the financial implications, regulatory issues and operational steps of consolidating hospitals under a single license and provider number.
• Joint ventures between a variety of public, for-profit and tax-exempt institutional entities and individuals.
• Mergers and acquisitions.
• Divestitures and corporate dissolutions.
• Formation of for-profit and tax-exempt entities.
• Development and operation of public/nonpublic joint ventures.
• Development of Community Mental Health Centers, integrated professional practice associations, Ambulatory Surgical Centers, and provider associations.
• Creation of managed services organizations.
• Due diligence for reimbursement purposes and as regulatory counsel.
• Change of ownership.
• Facility closure.
• Alliances of health care providers and managed care organizations including:
  • formation of integrated delivery systems;
  • physician hospital organizations;
  • captive insurance agencies;
  • independent practice associations;
  • federally qualified HMOs.