Health Law

Mergers and Acquisitions / Joint Ventures

• Represented client in the sale of a national medical billing and dermatology and cosmetic surgery business to a private equity investor
• Represented a privately held substance abuse treatment center in the $36 million sale of its assets to a strategic buyer
• Counseled a major hospital in the joint venture and self-development of a health and wellness center
• Counseled a therapy company client on its multi-state national expansion

Financing

• Counseled health care lender of construction and mezzanine financing for assisted living and skilled nursing facilities
• Represented a publicly held health care services company in the following matters: preparation of an underwriting agreement and registration statement in connection with a follow-on primary public offering; multiple private placements of equity and debt securities; negotiation of asset-based line of credit facility; and multiple corporate governance and ownership reporting issues
• Represented a skilled nursing facility in a multi-million dollar restructuring
• Represented lenders on sophisticated bond financings for skilled nursing facilities and hospitals

Formations

• Counseled nursing home providers on entity formation and regulatory compliance
• Represented a nonprofit hospital on forming a Professional Corporation for its doctors

Compliance

• Drafted and implemented a Foreign Corrupt Practice Act and U.K. Bribery Act Compliance & Training program for a global medical device company
• Drafted and implemented a Health Care Fraud Compliance & Training program for ten skilled nursing facilities of a closely-held health care company
• Drafted and implemented Fraud, Abuse and Waste compliance program for numerous physicians’ groups

White Collar Litigation

• Defended a physician named as a co-defendant in a Qui Tam/ False Claim suit brought by co-defendant’s former employee. The Department of Justice intervened and after aggressive motions and discovery, the client participated in a settlement agreement that excluded the client from any financial participation
• Persuaded the Department of Justice not to intervene in a Qui Tam / False Claims Act suit involving a physician’s group and three principal physicians brought by a co-defendant’s former employee. As a result of an aggressive, trial ready defense, the whistleblower dismissed the clients from the lawsuit with prejudice
• Represented a large U.S.-based generic drug manufacturer in Racketeer Influenced and Corrupt Organizations Act (RICO) class action involving claims arising from the development and sale of generic versions of branded prescription drugs
• Defended the Director of Operations of a mobile dental lab in multi-state federal and state Medicaid fraud prosecution
• Defended a physician and chiropractor in Stark Law investigation by the Medicaid Fraud Unit
• Secured dismissal with prejudice for a client in a $20 million Qui Tam/False Claims Act lawsuit

Labor and Employment

• Represented several large hospital groups and nursing homes in labor negotiations
• Represented several large hospitals in discrimination and retaliation suits as well as arbitration proceedings
• Defended a health care provider against sexual harassment claims involving hostile work environment allegations against the employer by an employee who had been fired
• Represented medical practice against its former physician/employee and hospital for breach of non-compete and tortious interference

Employee Benefits and ERISA

• Represented a publicly-traded PBM and provided advice regarding (a) Code Section 409A, (b) nonqualified deferred compensation arrangements, (c) equity compensation, (d) change in control bonus plan, and (e) tax-qualified retirement matters
• Represented a mid-sized, non-profit hospital system in southern Illinois and provided advice regarding (a) C-level employment agreements, and (b) the design, operation, and tax compliance of its Code Section 457(b) and 457(f) plans
• Represented a large, non-profit hospital system in Madison, Wisconsin and provided advice regarding (a) nonqualified deferred compensation arrangements, (b) severance plans, (c) tax-qualified retirement matters, and (d) cash balance plan litigation
• Represented a large, faith-based, non-profit hospital system in Illinois (Chicago-land area) and provided advice regarding C-level employment agreements
• Reviewed and negotiated a managed care plan for an area community college

Bankruptcy and Workout

• Counseled lenders in workouts of loans secured by assisted living facilities
• Represented Bankruptcy Trustee in dealing with sale of nursing home and collection of receivables

Real Estate, Construction and Development

• Represented an acute care hospital for real estate leasing, acquisition, development, construction issues and real estate tax exemption
• Counseled major hospitals in multiple medical office building developments and/or dispositions
• Represented an institution of higher education in connection with its $40 million building expansion project, including preparing and negotiating the development agreement, documenting a land-swap transaction and obtaining and granting Federal Historic Tax Credits, Facade Easements and Lost Development Rights Deductions/Conservation Easements
• Represented a general contractor in the construction of a $25 million addition to a health care facility
• Represented a large senior citizens center in the construction of multiple campus expansion project

Litigation

• Represented two large northern Ohio hospitals in discrimination and retaliation suits as well as arbitration proceedings
• Represented a global medical device manufacturer in national class action involving claims for fraud and false advertising in marketing of medical testing devices
• Obtained a defense jury verdict in favor of a hospital and food manufacturer on food product liability claims
• Defended a medical device manufacturer in claims by the FDA and state agencies on off-label use marketing

Health Law Services

• Structure health care provider organizations and other ancillary service providers
• Review mergers and acquisitions among health care entities
• Review business arrangements to minimize concerns under such fraud and abuse laws as Stark, Anti-Kickback Statute, False Claims Act and various state laws
• Negotiate service agreements and joint business transactions with hospitals and other health care entities
• Assess Medicare and other payor reimbursement issues, audits, and related fraud investigations
• Form and document structures such as IPAs, ACOs, and other integrated health care models
• Represent health care professionals in proceedings in front of state, federal, and local agencies pertaining to licensure and/or the rendering of medical and professional services
• Represent health care professionals in hospital or medical staff proceedings for the revocation, non-renewal, termination, suspension, modification or restriction of medical staff privileges
• Organize, structure and implement major medical equipment and facility acquisitions (e.g. magnetic resonance imaging scanners, lithotripters and ambulatory surgical centers)
• Prepare and negotiate employment, stock purchase and other professional practice agreements
• Address fraud and abuse, corporate practice of medicine, fee-splitting, 501(c)(3), and antitrust issues affecting providers in business planning and regulatory compliance
• Provide guidance on HIPAA and confidentiality issues
• Advise clients on day-to-day patient and practice issues, personnel matters, and other routine corporate matters impacting the client’s practice or health care business
• Assist with the development and maintenance of compliance programs
• Address appropriate compensation and financial relationships among health care providers

General Corporate Services

• Legal Entity Formation
• Mergers & Acquisitions
• Financing
• Bankruptcy & Reorganization
• Labor & Employment
• Employee Benefits
• Executive Compensation
• Tax Structuring

Litigation

• White Collar & Corporate Compliance Defense
• Medicare and Medicaid Fraud & Abuse
• Elder Care & Nursing Home Liability

Governmental Affairs

• Legal and Government Relations Issues - Federal, State, and Local

Federal Trade Commission

• Antitrust
• Advertising Issues

State Consumer Protection Laws

• Managing legal issues with State Attorneys General enforcing broad state consumer protection laws