Tuesday, April 18, 2023
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7:00 am-5:30 pm |
Registration and Check-In
If you haven’t checked in, come to AHLA Registration area to print out your badge.
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7:00-8:00 am |
Continental Breakfast
This event is included in the program registration. Attendees, faculty, and registered guests are welcome.
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8:00-9:00 am | Concurrent Sessions |
13. Navigating Regulatory Landmines in Health Care M&A Transactions (not repeated)
Nicole Liffrig Molife, Latham & Watkins, Washington, DC
Jamie McIntyre, Director, HealthCare Appraisers, Boca Raton, FL
Mark Pellegrino, Chief Compliance Officer and Counsel, Galen Mental Health, LLC, Wilmette, IL
- Staying on top of the trends in health care M&A
- Strategies for addressing structural and purchase price considerations, including roll-over equity, earn-outs, indemnification and RWI
- Diligence tactics to identify top health care regulatory compliance risks and landmines
- Pragmatic approaches on how to maximize your diligence work streams, including important considerations when choosing an outside consultant(s) or valuation firm(s) and performing billing and clinical documentation reviews
- Compensation and valuation methodologies and tools
- Practical tips on how to manage regulatory risks and develop successful integration plans after closing
14. Vertical Transactions in the Crosshairs: Navigating Heightened Antitrust Scrutiny of Vertical Deals
Herbert F. Allen, Polsinelli PC, Washington, DC
Leslie Overton, Axinn, Washington, DC
Emily Walden, Associate Director, NERA, Washington, DC
Vertical deals have become commonplace across the health care industry. Recent transactions have blurred the lines between hospitals, physician groups, insurers, pharmacies, and IT vendors/consultants.
Vertical deals are under heightened antitrust scrutiny. The Biden administration has promised to ramp up enforcement of these transactions through revised merger guidelines and increased skepticism of behavioral remedies and vertical merger efficiencies. Our presentation will help dealmakers navigate this enforcement landscape by addressing the following topics:
- Understanding and documenting the business justifications for vertical deals
- How antitrust enforcers and economists assess vertical deals under the antitrust laws
- Recent developments in the courts
- Strategies merging parties can employ to minimize antitrust risk through proactive deal planning and information safeguards
15. Telehealth Services Transactions: Establishing and Scaling
Rebecca Gwilt, Nixon Gwilt Law, Washington, DC
Khaled Klele, Riker Danzig LLP, Morristown, NJ
Todd Zigrang, President, Health Capital Consultants, St. Louis, MO
- Lessons learned from working with start-up companies that have built multi-state business models for delivering telehealth services
- The corporate structures of such models (e.g., MSO and Friendly PC models)
- Potential compensation structures, for both MSO Fees and PC Provider compensation
- Liability considerations
- Regulatory Considerations: CPOM, Self-Referrals, Anti-Kickback, licensing of physicians, registrations issues of MSO/Telemedicine Companies
- High profile fraud cases dealing with telemedicine companies
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9:30-10:30 am | Concurrent Sessions |
16. Less Stress Distressed Transactions (not repeated)
Mark E. Andrews, Managing Director, Trinity River Advisors, Dallas, TX
M. Douglas Campbell, Jr., Executive Vice President and General Counsel, Covenant Health, Knoxville, TN
Wendy G., Marcari, Epstein Becker & Green PC, New York, NY
- The last several years has seen an explosion in private equity (PE) investment in all types of providers: physician practices, hospitals, etc. –what happened and why?
- Opportunities for potential buyers and advantages of bankruptcy transactions
- Risks and disadvantages for potential buyers
- How a distressed business can maximize the value of its assets and sell its business as a going concern
- Case study: recent sale of a proton therapy center in Knoxville, TN through Chapter 11
- Impact of a distressed transaction on a seller’s creditors
- Alternatives to bankruptcy and when advisable
17. Advanced Transactional Models and Considerations in Outpatient Provider Affiliations and Joint Ventures
James Bowden, Senior Managing Counsel, Development United Surgical Partners International, Dallas, TX
Ethan Rii, Ice Miller LLP, Chicago, IL
- The evolution and convergence of provider models and how they drive the need to reframe and establish new investment and affiliation opportunities among private equity, private physicians, employed physicians of hospitals, and for-profit and not-for profit tertiary providers, including academic medical centers
- Transaction structuring strategies and tools to mitigate and manage the regulatory, licensing, and payment impact of
- Accelerated migration of traditionally inpatient procedures to outpatient settings as the model for high quality and low cost care interacts with medical and technological innovation (for example, total joints and complex ortho are moving to ASCs)
- The remaining importance of sites of service for clinical services requiring an inpatient setting (such as high-complexity cardiology cases and emergent interventions), the growth of procedures involving local anesthetic and conscious sedation being performed in the office setting, as well as navigating the economic and practical effects in a transaction
- Recent innovations, trends and shifts in outpatient provider M&A concepts and contractual provisions related to purchase price mechanics, due diligence, governance, transition services, indemnification and risk allocation and post-closing covenants related to restrictive covenants, changes of ownership and “bad physician” scenarios
- Key comments related to emerging trends in fraud and abuse laws in evolving regulatory landscapes, such as no-surprise laws, out of network arrangements and ancillary provider arrangements (such as laboratory, pharmacy and similar arrangements) typical of outpatient providers
- The changing business environment for independent outpatient provider facilities (such as a “stand alone” outpatient center), in the context of the rapid and significant growth of large physician practice platforms
- “Battle tested” draft language, provisions and examples showing various types of approaches depending on triggering factors and circumstances
18. The Strategic Realignment of Health System Services
Nick Bidwell, Senior Vice President, Kaufman, Hall & Associates, LLP, Los Angeles, CA
Rob Gerberry, Senior Vice President and Chief Legal Officer, Summa Health, Akron, OH
Andy Murray, Bradley Arant Boult Cummings LLP, Nashville, TN
As health systems face an increasingly difficult and uncertain operating environment, health system leaders and board members are asking new questions: “How must we redesign our strategy, and how does our current portfolio of assets and services align with our new strategic direction? What do we do well, where do we partner or exit, and where are we vulnerable?” Through the lens of select case studies, this session—representing the diverse perspectives of in-house counsel, outside counsel, and strategic advisor—will address options for the strategic realignment of services and the potential benefits and limitations of different approaches. Topics will include:
- Boardroom dynamics as members weigh strategic objectives against community needs and financial realities
- The evolving relevance of traditional system-to-system M&A in a post-pandemic environment
- Health systems’ accelerated use of partnership models in areas such as outpatient surgery, post-acute care, behavioral health, home health/hospice, imaging, and lab services
- The continued influence of investor-owned and private equity in non-acute areas such as ambulatory surgery centers, physician practices, and value-based care
- Considerations for protecting party interests if partnership models fail to achieve desired results
- Considerations for health systems to access “capital light” strategies
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10:30-11:00 am |
Coffee Break, sponsored by HealthCare Appraisers, Inc.
Exhibits Open–Meet the Exhibitors
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11:00 am-12:15 pm | Extended Concurrent Sessions |
19. If You Can’t Beat ‘Em, Join ‘Em: Health Systems Thinking Like Private Equity Firms
Ragini Acharya, Husch Blackwell, Denver, CO
Gregory Seigel , Seigel Advisory Services, Atlanta, GA
Patrick Souter, Gray Reed, Dallas, TX
This program will explore ways that health systems are trying to compete with private equity firms in affiliations with physicians.
- New models of health system/physician affiliations
- Changes in structures and transaction terms from past affiliation models
- Review of applicable legal issues
- Negotiation tips for both parties
- Review of transactions that have broken down
10. Hot Topics Physician Practice Transactions (repeat)
Angela Humphreys, Bass Berry & Sims, Nashville, TN
Roger Strode, Foley & Lardner LLP, Chicago, IL
Richard J. Zall, King & Spalding, Atlanta, GA
12. Private Equity and Not-for-Profit Health Systems: Collaborate or Compete? (repeat)
Antonia A. Peck, Womble Bond Dickinson (US) LLP, Durham, NC
Tom Trachtman, Principal, SullivanCotter, Minneapolis, MN
Strategic investors remain committed to the health care space and are challenging how not-for-profit health care organizations approach their affiliation and acquisition strategies. Not-for-profit health care organizations generally have two options when deciding how to exist and thrive in an industry that now includes robust private equity participation: Collaborate or compete. This session will examine:
- The last several years has seen an explosion in private equity (PE) investment in all types of providers: physician practices, hospitals, etc. –what happened and why?
- Current market trends regarding this evolving dynamic between private equity and not-for-profit health systems for talent and services
- The business and regulatory implications of such movements
- What is on the horizon for health care organizations as strategic investments increase
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12:15-1:30 pm |
Networking Lunch, sponsored by Holland & Knight LLP
The lunch is time spent engaging with your colleagues. Attendees can find a table with topic of your interest or come up with your own topic. The topic options will include: Digital Health; Value-Based Care; Hospital/Physician Affiliation; Physician Practice Management
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.
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1:45-2:45 pm | Concurrent Sessions |
20. Strategic Investments and Start Ups (not repeated)
Steven D. Ryan, Crowell & Moring, Washington, DC
Theresa Sexton, Partner, Claritas Capital, Nashville, TN
21. Private Equity – Be Careful, It Ain’t Private Anymore
Robert Homchick, Davis Wright Tremaine, Seattle, WA
John Kelly, Barnes & Thornburg, Washington, DC
Kim Harvey Looney, K & L Gates, Nashville, TN
- The last several years has seen an explosion in private equity (PE) investment in all types of providers: physician practices, hospitals, etc. –what happened and why? Pros and Cons
- Why is the government focusing on Private Equity investments in health care? What factors increase the risk of government scrutiny of Private Equity role in a health care enterprise?
- What types of actions/investments by Private Equity are likely to garner media attention?
- Antitrust scrutiny of Private Equity investments in health care
9. Legal Ethics: Examining the Role and Responsibilities of the Board Throughout a Healthcare M&A Transaction (repeat)
David A. DeSimone, JD MHL CPHRM, Freehold, NJ
John Washlick, Buchanan Ingersoll & Rooney PC, Philadelphia, PA
- A roadmap for Board members of health care entities that are undergoing an M&A or other significant transaction
- A guide for Board members (and their General Counsels) in understanding the Board’s fiduciary duties, how to appropriately evaluate and approve a transaction, and governance approval processes, among other things
- Board members’ obligations and responsibilities at various phases throughout the transaction, including pre-transaction (where the entity is positioning itself to be acquired or evaluating targets), during the diligence, negotiation, and closing phases of the deal, and post-closing
- The attorney's ethical responsibilities in representing a Board while working with and and advising Hospital management leadership
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2:45-3:15 pm |
Coffee Break
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3:15-4:15 pm | Concurrent Sessions |
22. Transactional Issues In Direct-To-Home Care (*not telehealth!) (not repeated)
Bruce Johnson, General Counsel, DispatchHealth, Denver, CO
Elizabeth Trende, Squire Patton Boggs, Columbus OH
- Current popular models for bringing care to the patient’s residence, from routine primary care to hospital-at-home
- Risk/benefit assessment considerations for offering your patients care at home: Reimbursement, ED/urgent care utilization, ensuring health equity, long stay and chronic care
- Transactional considerations, including fraud and abuse, application of waivers (ACO and others), valuing unique intangibles, regional non-competition issues, integration with existing brick-and-mortar service offerings, risk mitigation surrounding staff and patient safety, and affiliation strategies (provider do-it-yourself vs. contracting with an outside mobile services provider)
23. Implications in Structuring Value-Based Arrangements: A Practical Approach (Advanced)
Jana Sizemore, Vice President, Coker Group, Alpharetta, GA
Darren S.Skyles, Frost Brown Todd, Houston, TX
- Description and review of value-based arrangements (“VBAs”)
- Legal and financial foundation of VBAs
- Fair market value methodologies specific to VBAs (i.e., valuing physician practices, provider compensation, related services arrangements)
- Implications for VBAs in formation of entities/structuring partnerships
- How to maximize value from a VBA (i.e., ensuring the correct infrastructure)
3. Private Equity Physician Deals: What Investors, Physicians, and Hospitals Need to Know in 2023 (repeat)
Anjana D. Patel, Epstein Becker & Green PC, Newark, NJ
Kristen McDermott Woodrum, McGuireWoods LLP, Atlanta, GA
- The last several years has seen an explosion in private equity (PE) investment in all types of providers: physician practices, hospitals, etc. –what happened and why?
- PE investment in 2023 and Beyond–the market is still hot? Is this for real?
- What types of health care providers is PE targeting in the near future?
- How should providers prepare and position for PE investment?
- How are these deals being structured, both legally and financially? Spotting regulatory sticking points for deals and growth
- How are hospitals competing–and increasingly partnering with PE?
- Real life issues that come up in these transactions–legal, business and other
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4:30-5:30 pm | Concurrent Sessions |
24. Effective Solutions for Anesthesia Services Agreements (not repeated)
Jim Owens, McDermott, Will & Emery LLP, Los Angeles, CA
David Wofford, Principal, ECG Management Consultants, San Diego, CA
- Why anesthesia services agreements have become such a pressing issue for so many hospitals
- How to structure effective financial support arrangements
- Building flexibility into the arrangement and creating effective oversight
- Specific regulatory/ legal issues
- Practical tips for launching a new arrangement
2. Veni, Vidi, VBE: Developing, Implementing, and Learning from Value-Based Enterprises (Advanced) (repeat)
Luis Argueso, Partner, InHealth Advisors, Englewood, CO
Kyle Gotchy, King & Spalding LLP, Sacramento, CA
- The payor shift to value-based reimbursement and why organizations are looking at implementing value-based models right now
- Legal description of the regulatory framework around value-based models. This includes the 3 new AKS safe harbors and Stark law exceptions as well as some other exceptions and safe harbors that could afford protection as well
- Different types of transactions to demonstrate the breadth of what can constitute a “value-based enterprise.” For example, it could be small, such as value-based arrangement between two parties for a limited patient population. Alternatively, it could be a large elaborate network involving the formation of one or more legal entities that cover a broad population
- Lessons that we have learned on the front lines of implementing various value-based enterprises and models. These lessons will include discussion of common hurdles to implementation and best practices for contracting and documentation
- Case studies to describe some insight that organizations can use as they begin to prepare for and implement value-based enterprises and models
21. Private Equity–Be Careful, It Ain’t Private Anymore (repeat)
Robert Homchick, Davis Wright Tremaine, Seattle, WA
John Kelly, Barnes & Thornburg, Washington, DC
Kim Harvey Looney, K & L Gates, Nashville, TN
- The last several years has seen an explosion in private equity (PE) investment in all types of providers: physician practices, hospitals, etc. –what happened and why? Pros and Cons
- Why is the government focusing on Private Equity investments in health care? What factors increase the risk of government scrutiny of Private Equity role in a health care enterprise?
- What types of actions/investments by Private Equity are likely to garner media attention?
- Antitrust scrutiny of Private Equity investments in health care
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5:30-6:30 pm |
Networking Reception, Sponsored by PYA
This event is included in the program registration. Attendees, faculty, and registered guests are welcome.
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