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In the healthcare field, business transactions are more than “business as usual.” They are governed by a complex and multilayered system of laws and regulations, where the organizational structure of an entity can impact its regulatory compliance and reimbursement. When a hospital or other healthcare organization plans to enter a business transaction, experienced representation and advice is crucial to navigating the transaction successfully.
Gjerset & Lorenz, LLP provides operational, reimbursement, and transactional services to its healthcare clients. We counsel clients as they consider and implement transactions such as acquisitions, divestitures, joint ventures, unit closures, hospital consolidations, and the development of new facilities. We help clients navigate sales, leases, mergers, acquisitions of new facilities, financing, and affiliation transactions. We also assist clients with licensing, reimbursement, third party and physician contracting and other regulatory matters that affect business transactions of healthcare entities. Our business transactions include:
- Developing corporate structures to achieve desired reimbursement objectives, including assessment of public or not-for-profit status of entities;
- Negotiating with various public and private partners the structure for resulting entities that best utilizes available funding, including efforts to retain public participation in governance of entities;
- Developing and negotiating support for public subsidies necessary to provide low-income and needy care at resulting entities;
- Tackling issues related to director liability and fiduciary responsibilities, private inurnment shareholders’ rights, and internal audits and investigations;
- Drafting and revising corporate documents; and
- Negotiating and drafting contracts.
Structuring and Negotiating Healthcare Business Transactions
The legal team at Gjerset & Lorenz structures, negotiates, and assists in complex healthcare business transactions. In particular, we assist with the analysis of optimal funding structures for hospital acquisitions, the reimbursement implications of alternative corporate structures, and analyses of the financial, regulatory, and operational issues involved in business transactions. We also regularly assist clients with:
- Mergers and acquisitions;
- Consolidations of hospitals under one license or one provider number;
- Divestitures and corporate dissolutions;
- Formation of public, for-profit and tax-exempt entities;
- Development and operation of public/non-public joint ventures;
- Development of Community Mental Health Centers, integrated professional practice associations, Ambulatory Surgical Centers, and provider associations;
- Creation of managed services organizations;
- Negotiation and contracting with physicians and physician groups;
- Due diligence for reimbursement purposes and as regulatory counsel;
- Change of ownership; and
- Facility closure.
We also assist in building alliances of healthcare providers and managed care organizations including:
- Integrated delivery systems;
- Physician hospital organizations;
- Captive insurance agencies;
- Independent practice associations; and
- Federally qualified health maintenance organizations.
Health law is the exclusive focus of the attorneys at Gjerset & Lorenz. Our in-depth knowledge and experience in the healthcare industry allows us not only to handle our clients’ current business needs, but also to minimize risk and prevent troubles down the road. We aim to prevent conflict and structure agreements in the most effective manner for our clients.
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 physician hospital organization.
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.
Business transactions in the healthcare industry are complex arrangements that rely on an interconnected web of federal, state, and local laws and regulations. Gjerset & Lorenz is dedicated to understanding these interconnections and optimizing our clients’ ability to navigate through them. We ensure our clients not only comply with the law, but use the law to their best advantage.
We have experience advising hospitals and other non-profit healthcare entities on employment challenges specific to workforce restructuring and business acquisitions. This includes the development of employment contracts addressing concerns related to physician compensation, restrictive covenants, Stark law and confidentiality of business and patient information. Our experience includes the design and administration of claims processing arrangements, insurance contracts and benefit plans for physicians and physician extender employees to ensure compliance with federal and state laws governing the employment of physicians and participation in supplemental Medicaid reimbursement programs.