Pennsylvania Bar Quarterly

Authors: Karl A. Thallner

The health care industry is in the throes of dramatic change, prompted in part by the Obama administration’s signature legislation, the Patient Protection and Affordable Care Act (the “ACA”). In an effort to improve quality and contain costs, among other things, the ACA seeks to encourage greater coordination and integration across the health care continuum. The health care industry is reacting in part by consolidation—mergers and acquisitions aimed at increasing horizontal and vertical integration. Given the fact that the health care industry is so heavily regulated at the federal and state levels, various regulatory and business law issues must be considered and hurdles must be overcome in completing these transactions. This article provides an overview of some of the principal health care regulatory and business law issues that can arise in merger and acquisition transactions in Pennsylvania, including oversight by the Attorney General’s office and the Orphans’ Court; regulatory approvals from the Medicare program, state Department of Health and other agencies; antitrust considerations; the corporate practice of medicine doctrine and the fiduciary duties of directors and officers.

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