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Health Care Transactions

Schedule

Any health care transaction requires the careful work of many people. This conference welcomes everyone involved, including in-house and outside counsel, consultants, investors, compliance professionals, and paralegals, among others. Make new connections and share real-world experiences with individuals working on all manner of health care deals.

 

Monday
Schedule

 

Tuesday
Schedule

 

Wednesday
Schedule

         

Monday, April 15, 2024

7:00 am-5:30pm

Registration and Check-In
Come to the AHLA Registration area to print your badge.

 
7:00-8:00 am

Continental Breakfast, sponsored by PYA
This event is included in the program registration. Attendees, speakers, and registered guests are welcome.

 
8:00 am-10:15 am General Sessions

8:00-8:15 am
Welcome and Introductions


8:15-9:15 am
1. A Fireside Chat – The History of Innovative and Disruptive Transactions
Gerald M. Griffith, Jones Day, Chicago, IL
Michelle Johnson Tidjani, SEVP, Chief Administrative Officer, CommonSpirit Health, Troy, MI
Marleina Davis, Deputy Chief Legal Officer, Cleveland Clinic, Cleveland, OH

More Information

  • Innovative and disruptive transaction models–past, present, and future

  • Circumstances that have fostered innovations in the transactional space

  • Recognizing the need for a customized transaction structure

  • Balancing key business and regulatory considerations in developing innovative and disruptive transaction models


9:15-10:15 am
2. The Future is Now: Navigating State Health Care Transaction Regulatory Review Processes
Courtney M. Aladro, Bureau Chief, Health Care and Fair Competition Bureau , Massachusetts Attorney General's Office, Boston MA
Jerry M. Chang, Berkeley Research Group (BRG), Atlanta, GA
Ari J. Markenson, Venable LLP, New York, NY

More Information

  • What is driving the increasing and evolving state regulatory and disclosure requirements?

  • Summary of the differing state regulatory review and disclosure requirements

  • Increased breadth of state regulatory review including valuation and transaction structure, and post-transaction impact on competition, access to care, cost of care, quality of care, workforce, health equity, and financial feasibility

  • Best practices on navigating the review and disclosure process from the unique viewpoints of a state regulator, private attorney, and transaction consultant

  • Recommendations in each of the above areas to increase the likelihood of a smooth process

  • Case studies: Real life stories and examples from the front line

 
10:15-10:45 am

Coffee Break, sponsored by HealthCare Appraisers Inc
Exhibits Open–Meet the Exhibitors

 
10:45-11:45 am Concurrent Sessions 

3. Primer on Health Care Transactions: In-House and Outside Counsel Conversations (not repeated)
Jennifer C. Hutchens, Bryan Cave Leighton Paisler, Charlotte, NC
Thomas Spellman, Associate General Counsel, Vice President. Fresenius Medical Care North America, Waltham, MA

More Information

  • A walkthrough of a health care acquisition by a private equity firm, as a primer to health care transactions

  • To help the audience understand the different roles of a lawyer in health care transactions, using in-house and outside counsel voices

  • Summarize main transaction documents and processes in a deal life cycle, while providing practical tips and best practices from their personal and practice experience

  • A high-level review of certain regulatory and compliance issues that frequently impact health care transactions


4. Considerations in Payor/Provider Joint Ventures
Angela Humphreys, Bass, Berry & Sims PLC, Nashville, TN
Archana Rajendra, Vice President, Deputy General Counsel, Henry Ford Health System-Health Alliance Plan, Detroit, MI

More Information

  • Motivations behind establishing payor/provider joint ventures

  • Considerations in picking the right partner

  • Key issues to consider in establishing a joint venture

  • Integration considerations and challenges

  • How to implement and integrate a successful joint venture


5. What's Old is New Again: Hospital/Physician Affiliation Models in an Age of Private Equity
Elizabeth Kastner, Senior Transactional and Corporate Counsel, TriHealth, Inc., Cincinnati, OH
Glenn Prives, Epstein Becker & Green, PC, Newark, NJ

More Information

This program will examine the looser affiliation models that health systems are using to partner with private equity-backed physician practices. Models to be examined will include clinical co-management agreements, recruitment agreements, medical directorships and management services agreements. The speakers will review the structures of each model and the legal and regulatory considerations. The speakers will then go into detail, practically, how these models can be utilized for these types of partnerships.

 
11:45 am-1:15 pm

Lunch on your own

 
1:30-2:45 pm Extended Concurrent Sessions 

6. Antitrust Fundamentals–Health Care Transactions (not repeated)
Katherine Funk, Baker Donelson Bearman Caldwell & Berkowitz PC, Washington, DC
Bevin M. Newman, Sheppard Mullin Richter & Hampton LLP, Washington, DC

More Information

  • Antitrust laws and current risk environment

    • Antitrust Enforcers and roles:

      • Federal – Hart Scott Rodino Process

        • FTC

        • DOJ

      • State

        • State merger/transaction review statutes

        • Non-profit entity considerations

  • Antitrust considerations in healthcare transactions

    • Mergers and Acquisitions

    • Competitor Collaborations

    • Vertical Transactions

    • Transaction Terms

      • Information sharing

      • Non-Competes


7. Don't be a Deal Killer! Best Practices for Employee Benefits and Executive Compensation in Mergers & Acquisitions (not repeated)
Mary Khouri, Practice Area Senior Attorney - Employee Benefits, Ascension, St. Louis, MO
Kristy Wrigley-Durer, Crowell & Moring LLP, Washington, DC

More Information

  • This panel will be partially lecture-style and partially informal discussion with on-the-ground perspectives shared. Panelists include two veteran ERISA attorneys: One who is currently practicing with a large law firm in Washington, D.C. with 10 years’ in-house experience at a large health system, and a high-ranking in-house attorney with one of the nation’s largest private health care systems

  • A focus on the mechanics for analyzing employee benefits and executive compensation matters in a deal, from due diligence to reps, warranties, covenants and the purchase agreement. The content will also outline the potential exposure to a buyer if benefits issues are not timely identified or addressed in a transaction, including situations where benefits can become "deal killers”

  • On-the-ground experiences and best practices learned from handling large transactions with complex benefits and compensation issues, including coordinating with in-house and outside counsel, HR professionals and deal teams, as well as benefits transition and integration issues after closing


8. The Anatomy and Pathology of the Deal: M&A Due Diligence Compliance Lessons
Regina Gurvich, Chief Compliance & Risk Officer, OMNI Ophthalmic Management Consultants, New York, NY
Daniel Meier, Benesch Friedlander Coplan & Aronoff LLP, New York, NY

More Information

  • Case study of a deal gone awry including next steps for growth, disclosures, and claims

  • The Day of the Deal: Purchase price, earn-outs, valuations, and compliance

  • The morning after: Escrows, R&W insurance, root cause analysis, audits and policies and procedures

  • Post Mortem: How to avoid the missteps, including CPOM structuring, security assessments, coding reviews and contract reviews of lease arrangements, employment agreements, offshoring arrangements and marketer relationships

  • Lessons learned from successes and fiascos, actionable pointers, and a few tools to make it all work

 
2:45-3:00 pm

Break

 
3:00-4:00 pm Concurrent Sessions

9. Partnering to your Strengths: Key Considerations for Joint Ventures between Hospitals and Specialty Operators (not repeated)
Danielle Bangs, Veralon Partners Inc.Bala Cynwyd, PA
Kelley Taylor Hearne, Faegre Drinker Biddle & Reath LLP, Washington, DC

More Information

Increasingly, health systems are partnering with niche operators with focused expertise and success in operating verticals like dialysis, behavioral health, urgent care, ambulatory surgery, imaging and managed care. Health systems enter into these partnerships with the hopes of driving the success of these areas, which may not be core competencies of a traditional health system but are essential for succeeding in the evolving healthcare environment. Partnership with one of these platform operators can improve access and care offerings, drive a stronger bottom line and reduce operational headache for the health system. But partnerships are not easy, and as the partnership is formed and deal terms are defined, it is essential for the health system and the partner to navigate staying aligned with their mission and business objectives, adhering to the specific  regulations and standards driven by their for-profit/not-for profit status and regulatory environment, working through matters of governance and day-to-day control of operations and ensure fair economic terms – all to ultimately ideally arrive at a sustainable partnership that benefits each party. In this presentation, we will leverage the use of specific case studies to cover:

  • Rationale and trends in these partnerships

  • Key points of negotiation, including governance, operational control, etc

  • Strategies for navigating concern around “break up” – including in the event of a change of control

  • Financial considerations including

    • Asset contributions including valuation considerations

    • How the management fee is determined

    • How to fund growth

  • Navigating strategic and competitive considerations and alignment


10. We Are Never Ever Getting Back Together: Strategies to Create Lasting Relationships and Avoid Heartbreak in your M&A Deals
Torrey McClary, Ropes & Gray LLP, Los Angeles, CA
Brent McDonald, Managing Director, Juniper Advisory, Chicago, IL

More Information

From the perspective of seasoned transaction counsel and financial advisor that are very active in the health care deal space, the audience will gain insights into recent developments and challenges in health system M&A. The session will discuss:

  • An informative analysis and assessment of dealmaking trends in the industry, using case studies and personal experience to explore the current state of health system transactions and associated best practices in structure, governance and process

  • A focus on, and compare and contrast, reasons significant transactions were announced and/or successfully closed vs. blocked, abandoned, or unwound.  The presentation will highlight lessons or takeaways in connection with these mergers, acquisitions and partnerships, focusing on strategies for success and pitfalls to avoid

  • Practical pointers on core deal choreography, including aligned common vision, strategic communications, diligence timing, deal ambassadors, stakeholder viewpoints and regulatory /third party approvals


4. Considerations in Payor/Provider Joint Ventures (repeat)
Angela Humphreys, Bass, Berry & Sims PLC, Nashville, TN
Archana Rajendra, Vice President, Deputy General Counsel, Henry Ford Health System-Health Alliance Plan, Detroit, MI

More Information

  • Motivations behind establishing payor/provider joint ventures

  • Considerations in picking the right partner

  • Key issues to consider in establishing a joint venture

  • Integration considerations and challenges

  • How to implement and integrate a successful joint venture

 
4:15-5:30 pm Extended Concurrent Sessions 

11. Antitrust Enforcement: ‘For The Times, They Are A-Changin' (not repeated)
David Dahlquist, Senior Trial Counsel, Antitrust Division, US Department of Justice, Chicago, IL
John R. Ingrassia, Proskauer Rose LLP, Washington, DC
Christine L. White, Vice President - Legal Affairs, Northwell Health, Inc., Port Washington, NY

More Information

There is considerable industry uncertainty as the Federal Trade Commission and the U.S. Department of Justice continue to test new theories and pursue novel strategies as they challenge business transactions and conduct. Their enforcement activities are targeting a range of business arrangements (e.g., mergers, joint operating agreements, and other partial ownership arrangements) between and among both traditional not-for-profit and private equity-owned entities. PE entities are a particular focus of the agencies, with the FTC recently holding a full-day workshop to explore the "financialization" of health care allegedly resulting from private equity buyouts. While the Agencies have lost a significant number of their litigated challenges, they have obtained rulings that support their continued enforcement, including with respect to vertical and cross-market merger effects, as well as the criminal prosecution of wage-fixing and no-poach arrangements. At the same time, the FTC aims to expand its enforcement with respect to “unfair methods of competition” under Section 5 of the FTC Act, and the DOJ warns that it may seek criminal penalties for monopoly violations of Section 2, which historically have been addressed civilly. This session will provide an overview of these developments as well as practical pointers to assist Offices of General Counsel as they seek to provide clear and useful guidance to their strategic and business partners despite regulatory uncertainty.


12. What Every Transaction Lawyer Needs to Know About Key Regulatory Areas: Provider-Based and More!
Alaina Crislip, Jackson Kelly PLLC, Charleston, WV
Jill Griffith, FORVIS, Atlanta, GA
Claire Turcotte, Counsel, Premier Health, Dayton, OH

More Information

Hospital and Health System transactions including the following:

  • Buying part of a hospital (selected locations); not all off-campus PB locations

  • Consolidating/merging  hospitals and creating remote hospital locations or PB locations

  • Purchase and complete relocation of certain services lines or facilities

  • Enrollment and registration considerations (i.e. 855A, HRSA registration, etc.)

  • Data management and privacy considerations

  • Designing deal structure in light of Fraud and Abuse considerations

  • Other reimbursement and compliance concerns


13. How To Keep a Government Investigation from Derailing Your Transaction
David Douglass, Sheppard Mullin, Richter & Hampton, LLP, Washington, DC
Jay Lynch, Executive Vice President, Alliant Insurance Services, Little River, NJ
Alyson Wooten, BRG, Washington, DC

More Information

  • The Government’s Enforcement focus on Private Equity Investors in Health Care Industry Acquisitions

  • The types of enforcement risks and actions

  • Approaches for responding to the investigation that can enable the parties to close a pending transaction despite the existence of a government investigation

  • Using data analysis to assess, measure, and mitigate the potential exposure from a government investigation

  • Insuring regulatory and investigative risks

 
5:30-6:30 pm

Networking Reception, sponsored by PYA
This event is included in the program registration. Attendees, speakers, and registered guests are welcome.

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Tuesday, April 16, 2024

7:00 am-5:30 pm

Registration and Check-In
If you haven't checked in, come to the AHLA Registration area to print your badge.

 
7:00-8:00 am

Continental Breakfast, sponsored by VMG Health
This event is included in the program registration fee. Attendees, speakers, and registered guest are welcome.

 
7:00-7:50 am

Dispute Resolution Breakfast
Title: Plan Ahead: Transactions Generate Conflict
Geoff Drucker, AHLA Senior Director of Dispute Resolution Service
Gary Qualls, K&L Gates LLP
Chris Sabis, Sherrard, Roe, Voigt & Harbison, PLC
Lisa Thompson, Robinson & Cole LLP

More Information

Join leaders of AHLA's Dispute Resolution Service for a discussion of how best to craft a dispute resolution clause for a health care transaction.   No matter how skillfully a health care transaction is negotiated, factors outside of the lawyers' control can create tension.  Don't wait until it's too late.  Plan how conflicts will be managed while the parties are still on good terms.

This event is not included in the program registration; pre-registration is required. Attendees and speakers are welcome.

 
8:00-9:00 am Concurrent Sessions 

14. The Risks and Realities of Valuation in Data in Transactions (not repeated)
Kathryn F. Edgerton, Mintz Levin Cohn Ferris Glovsky & Popeo PC, Los Angeles, CA
Andrea M. Ferrari, Pinnacle Healthcare Consulting, Boca Raton, FL
Clevonne M. Jacobs, Hall Render Killian Heath & Lyman, Durham, NC

More Information

  • Emerging and evolving legal risks and practical realities of handling data during due diligence

  • Recent case studies and court cases ripped from the headlines

  • How data may affect important questions such as transaction value, follow on compensation values, and the ability to pass regulatory hurdles and/or regulatory scrutiny

  • Tips and takeaways, with a sample framework for transaction data management


15. Digital Health and AI Transactions
Vanessa K. Burrows, Simpson Thacher & Bartlett LLP, Washington, DC

More Information

  • Overview of Artificial Intelligence (AI) and Machine Learning (ML) and current uses of AI and ML in health care

  • Legal risk areas for transactions, including privacy, fraud and abuse, and FDA regulation of medical devices

  • Example representations and warranties

  • Recent developments in digital health and AI, including enforcement actions and regulatory guidance


16. How to Handle Difficult Governance Challenges
Almeta E. Cooper, National Manager, Health Equity, Moms Clean Air Force, Washington, DC
Robert A. Gerberry, Chief Legal Officer, Summa Health, Akron, OH

More Information

As health systems face unprecented financial challenges, health system leaders and their board members have increased their level of partnership and engagement in order to address these challenges. 

This session will share real-life examples of how a Board member and a Chief Legal Officer leveraged their respective experiences to evaluate strategic alternatives to evolve the traditional health system into the 21st century health system.  The panelists will cover topics including:

  • Review the role of the Board in selecting transaction advisors, including investment bankers, transaction counsel, public relations firms and diligence partners
  • Detail the process used to manage a transaction from the perspective of a Board member and a Chief Legal Officer
  • Discuss structural alternatives to best integrate the Board into transaction oversight
  • Review examples of the guiding principles used to evaluate transactions involving the entire health system, joint ventures or business lines
  • Discuss the strategy to provide Board education around transaction oversight and fiduciary responsibilities
 
9:15-10:15 am Concurrent Sessions

17. Stronger Together: When a Nonprofit Health System Contributes Post-Acute Assets to a Joint Venture with a For-Profit Operator (not repeated)
Karen Kole, ECG, Chicago, IL
Max Reynolds, Senior Vice President, General Counsel, John Muir Health, Walnut Creek, CA

More Information

We will discuss joint ventures in which non-profit health systems contribute existing post-acute or ancillary services to a new joint venture with a for-profit entity:

  • Factors prompting the proliferation of such joint ventures

  • Structure and key deal points

  • Key considerations to ensure your FMV opinion is defensible

  • Ensuring the FMV opinion for the management fee is compliant

  • Deal risks and risk mitigation


18. A Strategic Blueprint to Win Value-Based Care
Ross Clements, Vice President of Strategy, Memorial Hermann Health System, Houston, TX
Chad N. Eckhardt, Frost Brown Todd, Cincinnati, OH
Alex Kirkland, Vice President, Coker Group, Nashville, TN

More Information

This session will address how health care organizations should plan an effective strategy to “win” the evolving reimbursement shift to value-based care, and will cover the following areas:

  • Policy interpretation being set by CMS and Congress

  • Health care organizational strategy to navigate value-based policy and payer contracting opportunities

  • Contracting documentation, from governance charters to payer participation agreements and notice filings

  • Funds flow and financial return

  • The regulatory framework that must be adhered


19. State "Baby HSR" and Charitable Trust Laws: AGs Expand Antitrust-Adjacent Tools to Investigate Health Care M&A
Wendy Arends, Husch Blackwell LLP, Madison, WI
Elizabeth Odette, Assistant Attorney General, Minnesota Office of the Attorney General, Minneapolis, MN
Peter J. Schwingler, Jones Day, Minneapolis, MN

More Information

This panel will discuss the states' authority to investigate health care mergers and acquisitions for antitrust-related issues and states where this authority is expanding. In particular, this discussion will cover:

  • States' historic and current approach to health care merger investigations under antitrust law

  • The increase in state "Baby HSR" laws and their implications for health care transactions

  • Expansion of states' authority to review health care mergers and acquisitions through state charitable trust laws

  • Recent health care transactions that have been investigated by a state for antitrust and related concerns

 
10:15-10:45 am

Coffee and Networking Break
Exhibits Open–Meet the Exhibitors

 
10:45 am-12:00 pm Extended Sessions

20. Managing Regulatory Risk in Earnouts and Other Deferred Pay-outs in Health Care Transactions (not repeated)
Nicole Liffrig Molife, Latham & Watkins, Washington, DC
Lawrence W. Vernaglia, Foley & Lardner LLP, Boston, MA
Richard J. Zall, King & Spalding, New York, NY

More Information

  • Earnout market and deal trends

  • Fraud and abuse regulatory and compliance considerations (e.g., Federal Anti-Kickback Statute, the Stark Law & State Fraud and Abuse Laws)

  • Analysis of deal scenarios and case studies

  • Practical tips and guardrails on structuring earn-out provisions

  • Best practices and alternative options


21. Deal Uncertainty - New Antitrust Challenges in Federal Merger Reviews
Lisl J. Dunlop, Axinn, Veltrop & Harkrider LLP, New York, NY
Ashley M. Fischer, McDermott Will and Emery, Chicago, IL
Subramaniam Ramanarayanan, NERA Economic Consulting, New York, NY

More Information

The regulatory environment for dealmaking has never been more uncertain. The federal antitrust agencies are continuing to challenge health care transactions aggressively under an ever-broadening range of theories. This panel will discuss key changes in approach, including:

  • Expanded theories of harm and more stringent review thresholds under the FTC and DOJ 2023 Merger Guidelines

  • Focus on private equity transactions and labor market impacts

  • Potential changes to HSR prenotification regime

  • Agency resistance to remedies to address competitive concerns

  • Ongoing agency investigations and studies into health care markets


12. What Every Transaction Lawyer Needs to Know About Key Regulatory Areas: Provider-Based and More! (repeat)
Alaina Crislip, Jackson Kelly PLLC, Charleston, WV
Jill Griffith, FORVIS, Atlanta, GA
Claire Turcotte, Counsel, Premier Health, Dayton, OH

More Information

Hospital and Health System transactions including the following:

  • Buying part of a hospital (selected locations); not all off-campus PB locations

  • Consolidating/merging  hospitals and creating remote hospital locations or PB locations

  • Purchase and complete relocation of certain services lines or facilities

  • Enrollment and registration considerations (i.e. 855A, HRSA registration, etc.)

  • Data management and privacy considerations

  • Designing deal structure in light of Fraud and Abuse considerations

  • Other reimbursement and compliance concerns

 
12:00-1:15 pm 

Networking and Presentation Lunch, sponsored by Ankura
Title: Who Wants to Be a Valuation-Aire?
Anthony Metke, Senior Director, Ankura, Nashville, TN
Robert Mundy, Managing Director, Transaction Advisory Services, Ankura, Atlanta, GA

More Information

Test your knowledge of healthcare valuation and transactions in this fun and interactive session based on the “Who Wants to Be a Millionaire?” game show. Even if you don’t make it to the hot seat, we will have an interactive audience polling for each question and a live discussion on the correct answers. So can you make it all the way to the million dollar question?

This is not included in the program registration; there is an additional fee of $65; limited attendance; and pre-registration is required. Continuing Education Credits are not available.
 
1:30-2:30 pm Concurrent Sessions 

22. Due Diligence and Physician Networks: How to Conduct and Avoid Assumption of Liability (not repeated)
Chad W. Helmick, Senior Managing Counsel, Hospital Operations, Law Department, Tenet Healthcare, Nashville, TN
Robert A. Wade, Nelson Mullins Riley & Scarborough LLP, Nashville, TN

More Information

  • Key fair market value and commercial reasonableness issues in due diligence for physician financial arrangements

  • Practical “best practices” in reviewing FMV and CR in due diligence

  • Responding to potential physician financial arrangement issues during due diligence (Seller vs. Purchaser)

  • Physician financial arrangement corrective actions: Pre- and Post- Acquisition actions


23. Legal Ethics: Ethical Principles for In-House Counsel: Practical Guidance for Doing What is Right and Staying Employed
Amy Kluesner, Barnes & Thornburg LLP, Atlanta, GA

More Information

  • Practical guidance for General Counsel, Chief Legal Officers, and other in-house attorneys who are faced with difficult issues that arise when business teams and/or private equity partners demand certain outcomes that may or may not align with legal objectives

  • A deep-dive with audience participation in finding out what to do in these situations and how to handle the dilemma of representing a client who is also your direct supervisor

  • Speaking from experience, I am familiar with how often these issues arise, and I think it would be very helpful for those who are in these positions to discuss and strategize with their peers

  • Ethical principles and relevant Rules of Professional Conduct will be discussed


24. Why You Should Learn the Playbook: Know the Game Plan for Distressed Acquisitions and Divestitures
Ryan Cochran, Epstein Becker & Green, PC, Nashville, TN
Megan Preusker, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, PC, New York, NY
Jessica Scouten, PYA, PC, Nashville, TN

More Information

Key Issues Explored:

  • Leading indicators of distress

  • Due diligence considerations

  • Timeline considerations

  • Economic terms and risk shifting

  • Stalking horse auctions and private sales

 
2:30-2:45 pm 

Break

 
2:45-3:45 pm Concurrent Sessions

25. Take a Walk on the Sell Side: Preparing for And Executing ‎Provider Sales and Affiliations with Larger Organizations (not repeated)
Nick Gialessas, Managing Director, Kaufman, Hall & Associates, Chicago, IL
David Szabo, Locke Lord LLP, Boston, MA

More Information

  • The rationale “For” (and “Against”) scale

  • Preparing for, designing, and executing a robust transaction process

  • Crossing the regulatory finishing line

  • Antitrust hygiene for management and directors, especially under new HSR ‎requirements

  • Anticipating state regulatory and issues, maintaining transaction compliance and ‎obtaining regulatory approvals

  • Best practices to maximize the probability of a successful transaction


26. Site-Neutral Payment Policy Considerations in Healthcare Transactions
Travis Lloyd, Bass Berry & Sims, Nashville, TN
Caroline Reignley, McDermott Will & Emery, Washington, DC

More Information

Site-neutral payment policy—i.e., the alignment of payment rates across ambulatory settings—is a hot topic.  A shifting legal landscape coupled with congressional interest in expanding site-neutral payment policies has made the issue top of mind for many hospitals and health systems.  Oftentimes, these issues come to the fore in the context of transactions and other development initiatives. In this presentation, the speakers will address the following:

  • The current legal landscape, including recent payment, billing and coding changes regarding hospital outpatient clinic visits

  • Common site-neutral payment issues in hospital and health system development initiatives, including facility expansions and service mix changes

  • Recent legislative proposals that would impose additional site-neutral payment limitations on services provided in hospital outpatient departments

  • Best practices for evaluating site-neutral payment issues in transactions, including modeling financial impact, conducting due diligence review, and negotiating definitive agreements


15. Digital Health and AI Transactions (repeat)
Vanessa K. Burrows, Simpson Thacher & Bartlett LLP, Washington, DC

More Information

  • Overview of Artificial Intelligence (AI) and Machine Learning (ML) and current uses of AI and ML in health care

  • Legal risk areas for transactions, including privacy, fraud and abuse, and FDA regulation of medical devices

  • Example representations and warranties

  • Recent developments in digital health and AI, including enforcement actions and regulatory guidance

 
4:15-5:15 pm Concurrent Sessions 

27. Hospital Partnership Considerations for Physician Practices Considering Private Equity Transactions
Roy Bejarano, Co-Founder and CEO, SCALE Healthcare, New York, NY
David G. Marks, Holland & Knight, LLP, Nashville, TN
Patrick Walsh, Ziegler, Nashville, TN

More Information

This panel will discuss common topics arising before, during, and after transactions involving private equity and physician practices (particularly hospital-based specialties), as well as recent developments in the regulatory landscape. Topics of discussion will include:

  • Common motivations for physician practices to seek private equity partnerships

  • Common areas of concern for hospital partners

  • Legal and financial implications of hospital partners’ concerns

  • Near-, medium-, and long-term considerations for partnerships between hospitals and PE-backed physician practices

  • Emerging developments in state-level review of such transactions


10. We Are Never Ever Getting Back Together: Strategies to Create Lasting Relationships and Avoid Heartbreak in your M&A Deals (repeat)
Torrey McClary, Ropes & Gray LLP, Los Angeles, CA
Brent McDonald, Managing Director, Juniper Advisory, Chicago, IL

More Information

From the perspective of seasoned transaction counsel and financial advisor that are very active in the health care deal space, the audience will gain insights into recent developments and challenges in health system M&A. The session will discuss:

  • An informative analysis and assessment of dealmaking trends in the industry, using case studies and personal experience to explore the current state of health system transactions and associated best practices in structure, governance and process

  • A focus on, and compare and contrast, reasons significant transactions were announced and/or successfully closed vs. blocked, abandoned, or unwound.  The presentation will highlight lessons or takeaways in connection with these mergers, acquisitions and partnerships, focusing on strategies for success and pitfalls to avoid

  • Practical pointers on core deal choreography, including aligned common vision, strategic communications, diligence timing, deal ambassadors, stakeholder viewpoints and regulatory /third party approvals

4:15-5:30 pm Extended

8. The Anatomy and Pathology of the Deal: M&A Due Diligence Compliance Lessons (repeat)
Regina Gurvich, Chief Compliance & Risk Officer, OMNI Ophthalmic Management Consultants, New York, NY
Daniel Meier, Benesch Friedlander Coplan & Aronoff LLP, New York, NY

More Information

  • Case study of a deal gone awry including next steps for growth, disclosures, and claims

  • The Day of the Deal: Purchase price, earn-outs, valuations, and compliance

  • The morning after: Escrows, R&W insurance, root cause analysis, audits and policies and procedures

  • Post Mortem: How to avoid the missteps, including CPOM structuring, security assessments, coding reviews and contract reviews of lease arrangements, employment agreements, offshoring arrangements and marketer relationships

  • Lessons learned from successes and fiascos, actionable pointers, and a few tools to make it all work

 
5:15-6:30 pm 

Networking Reception, sponsored by PYA
This event is included in the program registration. Attendees, speakers, and registered spouses and guests welcome.

^^Back to Top of Page

Wednesday, April 17, 2024

7:00 am-1:00 pm

Registration and Check-In
If you haven’t checked in, come to the AHLA Registration area to print your badge.

 
7:00-8:00 am

Continental Breakfast
 This event is included in the program registration. Attendees, speakers, and registered spouses and guests welcome.

 
8:00-9:15 am Extended Sessions  

28. The Secret Sauce – Aligning Cultures, Missions, Operations, and Incentives in Academic Health Acquisitions of Community-based Medical Groups (not repeated)
Alexis L. Angell, Polsinelli, PC, Dallas, TX
Daniel W. Peters, Senior Vice President, Secretary and General Counsel, The University of Kansas Health System, Kansas City, KS
Michael Ramey, PYA, Knoxville, TN

More Information

Many quaternary-care academic health systems are affecting strategies to extend their missions into surrounding communities. In doing so, they have become increasingly acquisitive of community health systems and related medical groups. While bringing several benefits to these communities, such transactions are also fraught with challenges to align and integrate different cultures, missions, operations, incentives, and governance structures among the medical staffs and employed medical groups. This session explores the legal and operational challenges to arrive at clinical integration between academic and community medical groups through the lens of individuals who have structured these transactions and led the integrations. Key issues to explore include:

  • Recent trends in partnerships between academic health systems and community hospitals, including objectives of such strategies

  • Items to consider in the Letter of Intent and Purchase Agreement to best accomplish integration goals

  • The considerations, challenges, and effects of decisions to merge or align medical staffs (especially when one is a closed staff model)

  • Best practices for effective community hospital and medical staff integrations

  • Medical group and academic department governance to accomplish successful integration

  • Legal and operational challenges to align compensation and benefit structures


13. How To Keep a Government Investigation from Derailing Your Transaction (repeat)
David Douglass, Sheppard Mullin, Richter & Hampton, LLP, Washington, DC
Chris Papagianakis, Vice President and Lead Underwriter Healthcare, Alliant Insurance Services, Little River, NJ
Alyson Wooten, BRG, Washington, DC

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  • The Government’s Enforcement focus on Private Equity Investors in Health Care Industry Acquisitions

  • The types of enforcement risks and actions

  • Approaches for responding to the investigation that can enable the parties to close a pending transaction despite the existence of a government investigation

  • Using data analysis to assess, measure, and mitigate the potential exposure from a government investigation

  • Insuring regulatory and investigative risks


21. Deal Uncertainty - New Antitrust Challenges in Federal Merger Reviews (repeat)
Lisl J. Dunlop, Axinn, Veltrop & Harkrider LLP, New York, NY
Ashley M. Fischer, McDermott Will and Emery, Chicago, IL
Subramaniam Ramanarayanan, NERA Economic Consulting, New York, NY

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The regulatory environment for dealmaking has never been more uncertain. The federal antitrust agencies are continuing to challenge health care transactions aggressively under an ever-broadening range of theories. This panel will discuss key changes in approach, including:

  • Expanded theories of harm and more stringent review thresholds under the FTC and DOJ 2023 Merger Guidelines

  • Focus on private equity transactions and labor market impacts

  • Potential changes to HSR prenotification regime

  • Agency resistance to remedies to address competitive concerns

  • Ongoing agency investigations and studies into health care markets

 
9:30-10:30 am Concurrent Sessions 

5. What's Old is New Again: Hospital/Physician Affiliation Models in an Age of Private Equity (repeat)
Elizabeth Kastner, Senior Transactional and Corporate Counsel, TriHealth, Inc., Cincinnati, OH
Glenn Prives, Epstein Becker & Green, PC, Newark, NJ

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This program will examine the looser affiliation models that health systems are using to partner with private equity-backed physician practices. Models to be examined will include clinical co-management agreements, recruitment agreements, medical directorships and management services agreements. The speakers will review the structures of each model and the legal and regulatory considerations. The speakers will then go into detail, practically, how these models can be utilized for these types of partnerships.


23. Legal Ethics: Ethical Principles for In-House Counsel: Practical Guidance for Doing What is Right and Staying Employed (repeat)
Amy Kluesner, Barnes & Thornburg LLP, Atlanta, GA

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  • Practical guidance for General Counsel, Chief Legal Officers, and other in-house attorneys who are faced with difficult issues that arise when business teams and/or private equity partners demand certain outcomes that may or may not align with legal objectives

  • A deep-dive with audience participation in finding out what to do in these situations and how to handle the dilemma of representing a client who is also your direct supervisor

  • Speaking from experience, I am familiar with how often these issues arise, and I think it would be very helpful for those who are in these positions to discuss and strategize with their peers

  • Ethical principles and relevant Rules of Professional Conduct will be discussed


26. Site-Neutral Payment Policy Considerations in Healthcare Transactions (repeat)
Travis Lloyd, Bass Berry & Sims, Nashville, TN
Caroline Reignley, McDermott Will & Emery, Washington, DC

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Site-neutral payment policy—i.e., the alignment of payment rates across ambulatory settings—is a hot topic.  A shifting legal landscape coupled with congressional interest in expanding site-neutral payment policies has made the issue top of mind for many hospitals and health systems.  Oftentimes, these issues come to the fore in the context of transactions and other development initiatives. In this presentation, the speakers will address the following:

  • The current legal landscape, including recent payment, billing and coding changes regarding hospital outpatient clinic visits

  • Common site-neutral payment issues in hospital and health system development initiatives, including facility expansions and service mix changes

  • Recent legislative proposals that would impose additional site-neutral payment limitations on services provided in hospital outpatient departments

  • Best practices for evaluating site-neutral payment issues in transactions, including modeling financial impact, conducting due diligence review, and negotiating definitive agreements

 
10:45-11:45 Concurrent Sessions

16. How to Handle Difficult Governance Challenges (repeat)
Almeta E. Cooper, National Manager, Health Equity, Moms Clean Air Force, Washington, DC
Robert A. Gerberry, Chief Legal Officer, Summa Health, Akron, OH

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As health systems face unprecented financial challenges, health system leaders and their board members have increased their level of partnership and engagement in order to address these challenges. 

This session will share real-life examples of how a Board member and a Chief Legal Officer leveraged their respective experiences to evaluate strategic alternatives to evolve the traditional health system into the 21st century health system.  The panelists will cover topics including:

  • Review the role of the Board in selecting transaction advisors, including investment bankers, transaction counsel, public relations firms and diligence partners
  • Detail the process used to manage a transaction from the perspective of a Board member and a Chief Legal Officer
  • Discuss structural alternatives to best integrate the Board into transaction oversight
  • Review examples of the guiding principles used to evaluate transactions involving the entire health system, joint ventures or business lines
  • Discuss the strategy to provide Board education around transaction oversight and fiduciary responsibilities

18. A Strategic Blueprint to Win Value-Based Care (repeat)
Ross Clements, Vice President of Strategy, Memorial Hermann Health System, Houston, TX
Chad N. Eckhardt, Frost Brown Todd, Cincinnati, OH
Alex Kirkland, Vice President, Coker Group, Nashville, TN

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This session will address how health care organizations should plan an effective strategy to “win” the evolving reimbursement shift to value-based care, and will cover the following areas:

  • Policy interpretation being set by CMS and Congress

  • Health care organizational strategy to navigate value-based policy and payer contracting opportunities

  • Contracting documentation, from governance charters to payer participation agreements and notice filings

  • Funds flow and financial return

  • The regulatory framework that must be adhered


19. State "Baby HSR" and Charitable Trust Laws: AGs Expand Antitrust-Adjacent Tools to Investigate Health Care M&A (repeat)
Wendy Arends, Husch Blackwell LLP, Madison, WI
Elizabeth Odette, Assistant Attorney General, Minnesota Office of the Attorney General, Minneapolis, MN
Peter J. Schwingler, Jones Day, Minneapolis, MN

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This panel will discuss the states' authority to investigate health care mergers and acquisitions for antitrust-related issues and states where this authority is expanding. In particular, this discussion will cover:

  • States' historic and current approach to health care merger investigations under antitrust law

  • The increase in state "Baby HSR" laws and their implications for health care transactions

  • Expansion of states' authority to review health care mergers and acquisitions through state charitable trust laws

  • Recent health care transactions that have been investigated by a state for antitrust and related concerns

 
12:00-1:00 pm Concurrent Sessions

24. Why You Should Learn the Playbook: Know the Game Plan for Distressed Acquisitions and Divestitures (repeat)
Ryan Cochran, Epstein Becker & Green, PC, Nashville, TN
Megan Preusker, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, PC, New York, NY
Jessica Scouten, PYA, PC, Nashville, TN

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Key Issues Explored:

  • Leading indicators of distress

  • Due diligence considerations

  • Timeline considerations

  • Economic terms and risk shifting

  • Stalking horse auctions and private sales


27. Hospital Partnership Considerations for Physician Practices Considering Private Equity Transactions (repeat)
Roy Bejarano, Co-Founder and CEO, SCALE Healthcare, New York, NY
David G. Marks, Holland & Knight, LLP, Nashville, TN
Patrick Walsh, Ziegler, Nashville, TN

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This panel will discuss common topics arising before, during, and after transactions involving private equity and physician practices (particularly hospital-based specialties), as well as recent developments in the regulatory landscape. Topics of discussion will include:

  • Common motivations for physician practices to seek private equity partnerships

  • Common areas of concern for hospital partners

  • Legal and financial implications of hospital partners’ concerns

  • Near-, medium-, and long-term considerations for partnerships between hospitals and PE-backed physician practices

  • Emerging developments in state-level review of such transactions

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In-Person Program Format

How It Works

  • We will offer in-depth breakout sessions where speakers and attendees can interact and collaborate with each other in-person.
  • We have adopted a new onsite registration system by providing seamless check-in and onsite badge printing.
  • Built-in extended time between sessions for moving from room to room, networking with colleagues, and personal break time.  
  • All program sessions will be recorded. Video of the presentations, along with the materials will be available to all attendees who register and can be watched to earn. On Demand Continuing Education Credits. Those that cannot attend in-person can purchase the eProgram and apply for Continuing Education Credits. More information on our ePrograms.
  • For questions or more information, please email [email protected].