Health Care Corporate M&A

Physicians & Physician Groups

We represent physician practices and groups in organizing and managing their businesses, including corporate, transactional, tax, employment, health care regulatory and other matters; in the acquisition of other medical practices; in negotiation and structuring of complex hospital contracts; and in securing practice management services.

Health Systems & Hospitals

Our health care practice leads hospitals and multihospital health systems through the complexities of today’s challenging economic, regulatory and operational environments and provides strategic counsel to operate effectively and in compliance with the myriad laws and regulations implicated by the delivery of health care.

Health Insurers and Managed Care Organizations

We advise health insurers and MCOs on operational, business and risk management issues unique to health plans and in structuring and negotiating their relationships with third parties, including provider organizations, PBMs, outsourcers and other intermediaries that are designed to improve their ability to coordinate and finance care delivery for their members. We structure and negotiate our health plan clients’ arrangements for value-based care payment models and population health and care management initiatives. We also represent managed care organizations that invest in, or provide other financial support of, health-related businesses, create new health-related joint ventures or engage in mergers and acquisitions.

Mergers and Acquisitions

We assist various buyers and sellers in the purchase and sale and merger of health care organizations and in investment transactions, from the due diligence phase through transaction document preparation and negotiation, change of control regulatory approvals, closing and structuring post-closing relationships and integration efforts. We work with private equity funds and other investors in acquiring various health care providers and other organizations across the country; purchasers and sellers of stock and merger acquisitions of privately held and public health insurance companies and MCOs; developers and operators of senior assisted living facilities and home health agencies; physician and dental practice management companies and their investors; bond issuers; and real estate developers.

Strategic Initiatives, Joint Ventures & Outsourcing

We assist hospitals, physician practices and health insurers and MCOs analyze, structure and implement ownership and contractual joint ventures to better align the parties’ interests in an effort to lower health care delivery costs and improve health care quality. These initiatives include, among other things, discussing strategies for sharing profits (and downside risk) related to the utilization of health care services and improving quality of care and patient outcomes through better clinical integration and coordination. Our representations also extend to the negotiation of third party arrangements which offer administrative or clinical support to supplement or enhance the offerings of health care organizations.

Private Equity

We represent portfolio health care companies in equity raising transactions and represent private equity funds and groups in their fund formation or investments in health care delivery organizations and MCOs, including assisting investors seeking to roll up professional practices within or across geographic markets, and assist investors from due diligence through transaction document preparation and negotiation, change of control regulatory approvals, closing and structuring post-closing relationships.

Tax

We offer a full range of legal services to nonprofit health care systems, hospitals and other health care facilities, MCOs, physician organizations and other businesses, including tax advice related to the tax-exempt status of such organizations, when applicable. We prepare applications for recognition of state and federal tax-exempt status; conduct due diligence reviews of tax-exempt organizations; and assist in the formation and development of nonprofit, tax-exempt primary care clinics for underserved populations. Our tax lawyers also provide counseling to for-profit organizations engaged in acquisitions and other strategic transactions.

Pharmacies & PBMs

Our lawyers have advised retail, mail service, internet, infusion, specialty and institutional pharmacies with respect to licensure, change of control requirements, FDA and DEA regulations and compliance, Medicare and Medicaid supplier numbers and reimbursement, and other compliance matters, and have negotiated contractual arrangements involving pharmacies. We also regularly advise pharmacy clients regarding HIPAA obligations, security breaches, diversion or theft of controlled substances, e-prescribing, internet prescribing, fraud and abuse analyses, Medicare Part D and 340b matters. Our lawyers also provide operational, regulatory and transactional support to pharmacy benefit management (PBM) companies and other organizations that provide various pharmacy benefit administration services or support to employer groups, health plans and health care providers.

Telemedicine & Telehealth

Locke Lord represents clients using telecommunications to diagnose and treat patients and employing digital information and communication technologies and platforms to deliver, manage and support patient care. We advise clients on multistate and international, internet, licensure, ethics, and HIPAA and state law privacy and security, licensure and other state and federal regulatory compliance matters raised by telemedicine services and the use of telehealth technology.

Insolvency

Locke Lord's health care team advises clients and creditors in the health care regulatory aspects of insolvency, Medicare and Medicaid payment issues and anti-assignment provisions. We offer counsel on the implications of creditors’ rights as they apply to the state or federal assets or income in the possession of health care providers and health plans that participate in government programs. We also advise clients and creditors in the acquisition of or purchase of assets from financially troubled organizations in bankruptcy proceedings or on the verge of such proceedings.

Lending & Real Estate

In addition to handling all operational issues involving medical office buildings, hospitals, assisted living facilities and other senior living facilities, we help real estate and health care industry clients comply with the regulatory hurdles unique to the health care industry, including zoning, permitting, environmental law, long-term care facility regulation and fraud and abuse analysis.