Reed Smith offers sophisticated support in all types of business transactions involving health care entities. We counsel on the corporate, financial and regulatory aspects of every deal.
Our team developed a seven-step analytical model, published in Health Care Financial Transactions Manual (West), to assess and implement complex health care transactions. We help structure transactions, form entities and negotiate contractual arrangements. Firm lawyers advise on fraud and abuse implications, federal and state reimbursement, licensure, securities, antitrust, tax, employment, real estate and other matters.
Formation of Integrated Delivery Systems
We have helped academic medical centers, community hospitals, managed care companies, health insurers and physician groups form networks, physician-hospital organizations, independent practice associations, and management service organizations.
Managed Care Contracting
Our attorneys advise on managed care arrangements, and have structured agreements that include capitation payments and other creative risk-sharing financial mechanisms.
We apply our Medicare and Medicaid experience to counsel concerning governmental waiver and risk-contracting initiatives, as managed care plays an increasingly prominent role in these government programs. A member of our team has served as executive director to a multihospital health alliance developing Medicaid-managed care products.
Acquisitions and Dispositions
Reed Smith has represented diverse clients in acquisitions and dispositions of hospitals, HMOs, long-term care facilities, medical equipment suppliers, pharmacies, physician practices, home health agencies and other entities.
We also assist health care organizations, lenders and investment bankers in capital financing projects, including those financed through tax-exempt bonds, and our attorneys have served as counsel to major health care clients as well as lenders in bankruptcy proceedings, workouts and debt restructurings.
Joint Ventures
We help health care entities form joint ventures in numerous contexts – from physician/hospital joint ventures, to nursing home/pharmacy joint ventures, to hospital joint ventures to operate outpatient facilities, such as ambulatory surgical centers. Firm lawyers also structure joint hospital/physician research programs, and secure rights to intellectual property resulting from such programs. We assist parties in operating joint ventures to minimize risks under the fraud and abuse laws.
Mergers and Acquisitions, Refinancings and Restructurings
As a leading firm representing many of America’s major companies in their mergers, acquisitions and dispositions for more than 100 years, Reed Smith has established a depth of experience in these transactions that few others can match. The firm has applied its transactional skills for clients in the health care industry for many years, and continues to be on the cutting edge in representing clients seeking to invest in, purchase, finance or sell businesses in today’s health care industry. Lawyers in our firm have represented various types of clients, public and private, for-profit and charitable, in acquisitions and dispositions of hospitals, HMOs, long-term care facilities, medical equipment suppliers, pharmacies, physician practices, home health agencies and numerous other types of businesses in the health care field.
Because of the depth of our experience in the health care industry, we are able to anticipate the licensure, reimbursement, tax and other issues that arise in transactions, giving clients an advantage by negotiating favorable letters of intent, purchase agreements and other contracts. By drawing upon our experience and industry-specific knowledge, we help clients to minimize their own risk without having to resort to overbroad contractual provisions that may impede or even prevent completion of a deal.
The firm represents many different types of parties in health care capital financing projects, including not only health care providers but also lenders and investment bankers. In the past five years, we have been participants in health care tax-exempt bond issues aggregating more than $2 billion. Our attorneys are familiar with market expectations concerning financial and other covenants by hospitals seeking capital, and they successfully and efficiently negotiate such terms on behalf of health care clients.
Our attorneys also have broad experience in assisting in bankruptcies and workouts of health care industry clients. In addition to representing lending institutions in these matters, we have represented hospitals, physician practices and other types of health care providers in restructuring their debt obligations. Often, these representations involve the need to deal with novel regulatory and reimbursement issues unique to the health care industry, and the depth of our health care law practice often plays an important role in finding solutions for our clients.
Public Securities Offerings and Private Placements
The firm has represented public and private health care companies in issuances of debt and equity securities, both in private placements and public offerings. Lawyers in our firm have represented clients in initial and secondary public offerings of registered securities, and registered securities offerings issued in public merger transactions. Our special familiarity with the health care industry and the regulatory environment in which health industry clients operate has enabled us to be especially helpful in drafting prospectuses and other disclosure documents in health industry securities offerings. For this reason, from time to time, we also serve as special health care counsel in securities offerings.
We have also represented issuers of securities in private placements and intrastate offerings exempt from federal registration requirements. In some cases in which federal registration has not been required, we have assisted issuers in complying with state “blue sky” laws. Our lawyers have also been successful in obtaining discretionary exemptions from state securities requirements involving the issuance of securities to physicians.
In addition to issuers of securities, we have represented other parties involved in securities transactions. The firm has represented underwriters and placement agents in public offerings of health industry securities. We have also represented venture capitalists in strategic investments in emerging health care businesses.