Schedule

Sunday, April 24, 2022

Registration and Check-In

Monday, April 25, 2022

Registration and Check-In

Continental Breakfast, sponsored by HORNE
This event is included in the program registration fee. Attendees and faculty are welcome

8:00-8:15 am
Welcome and Introduction
Cindy Reisz, AHLA President
Carolyn Metnick, Program Planning Chair

General Session
8:15-9:00 am
1. US Health Care Private Equity and M&A Update​
Jeff Woods

   Perspectives on the US health care expenditures and macro forces impacting the system
   Historical trends of US health care deal volumes and value ($)
   Analysis of 2021 health deal activity; evaluation of where capital is being deployed within health care subsegments
   The past decade of private equity deal returns and sources of value creation
   Highlight of key trends influencing deal volumes and perspectives on future areas of activity

9:15-10:00 am
2. Heath Care Antitrust: Views from a State Antitrust Enforcer​
Aimee DeFilippo, Stephen Provazza

• The current antitrust enforcement environment is unlike anything practitioners have seen in recent memory. At both the federal and state levels, a flurry of bold antitrust announcements, agency activity and merger challenges, and legislative developments have signaled a new era of aggressive enforcement
• This session focuses on state antitrust enforcement and features remarks by the lead antitrust attorney at the Rhode Island Office of the Attorney General.  Rhode Island, along with the FTC, recently moved to block a planned merger of the state’s two largest health care providers, and the transaction was abandoned days later. This session will explain what led enforcers to challenge that transaction, as well as the timeline and circumstances under which the AG and FTC worked together to investigate and reach their decisions.  More broadly, this session will highlight the increasingly important role of state attorneys general in the area of healthcare antitrust, will flag potential new trends and areas of focus, and will briefly touch on factors to consider as parties contemplate M&A activity in this heightened enforcement environment

3. Overview of the Deal Process – A Roadmap Through the Paper Jungle
(not repeated)
Heather Alleva
Michael F. Schaff
Alexander Sharnoff

• Pre-Transaction Considerations
• Non-Disclosure/Confidentiality/Evaluation Material Agreements
• Letter of Intent/Term Sheet
• Choosing the Appropriate Acquisition Model
• Valuation and FMV
• Due Diligence
• Typical Contract Provisions
• Hidden Risks of Boilerplate Provisions
• Controlling the Process and Managing Expectations
• Post-Closing Transaction Issues

4. New Players, Higher Stakes: Upping the Ante on Physician Transactions
Tara Ravi
Kristen McDermott Woodrum

• New Rules. Changes to the MPFS and reimbursement for E/M and specialty services have complicated player expectations; Stark continues to change the game; federal and state surprise billing and out-of-network challenges may level the field
• Trump Card? Hospitals are following suit on transaction structures presented by private equity and non-traditional players. But can they play their hand against applicable fraud and abuse laws? Or does private equity hold the trump card with the promise of a big payout?
• Sweetening the Pot. Ancillary revenue opportunities abound, and are complicated by changes in care delivery, telemedicine/sites of service and expectations of patients
• Community Cards. Real challenges face health systems competing against private equity and other acquirers to win physician practice groups and adequately staff and provide clinical services. Learn how the game has changed

5. Key Issues in Digital Health Transactions
Roger A. Cohen
Kristi Kung

• Digital Health Subsectors and Delivery Models
  • Telehealth, health information technology, electronic health records systems, wearables / sensors, remote patient monitoring, Artificial Intelligence / Machine Learning algorithms, etc.
  • B2B, B2C, B2B2C
• Common health care regulatory issues in digital health transactions
  • Corporate structuring: Corporate practice of medicine, domestic entity requirements, qualifications of shareholders, directors and officers
  • PC/MSO models: Limitations on compensation methodologies for management fees, shareholder restrictions, state enforcement
  • Financial relationships between telemedicine companies and other health industry participants (e.g., health information technology vendors, physicians, health systems, pharmaceutical and medical device companies, pharmacies) including Anti-Kickback Statute, Stark Law, and state law equivalents
  • FDA regulations of mobile medical applications, clinical decision support software, and software as a medical device
  • Supervision and Scope of Practice of licensed professionals
  • Prescribing
  • HIPAA and data privacy and security considerations
  • Billing and Reimbursement for digital health services and products
  • Compliance program
• Methods for Addressing Compliance Issues in Transaction Documents
  • Indemnification, covenants, and other approaches

6. Antitrust Fundamentals
(not repeated)
Michael R. Greer
Kara B. Kuritz

The goal of this presentation is to provide an overview of antitrust topics relevant to health lawyers in an interactive and engaging session, which will include Q&A among the panelists as well as hypotheticals to discuss. The topics will include:

• The current antitrust landscape at the antitrust agencies
• Mergers, acquisitions, and joint ventures, including an overview of how the antitrust agencies review transactions
• Gun jumping, including information sharing and integration planning during the pendency of mergers and other acquisitions
• Competitor collaborations in health care, including how the agencies analyze collaborations among competitors information and a discussion of price fixing and wage fixing concerns

7. Ten Takeaways from New Stark Regulations on Transactions
Thomas Anthony
Max Reiboldt

• Impact of the new Stark regulations on affiliation transactions
• Impact of the new Stark regulations on physician fee schedules
• Impact of the new Stark regulations on physician compensation arrangements
• Ripple-out effects on health care entity valuations
• Ripple-out effects on health care entity deal structures
• Impact on private equity deals in light of new Stark regulations

8. The Devil in the Details—Structuring and Running a Hospital/Hospital Leasing Transaction
David B. Pursell
Adria Warren

• Why use a lease for a hospital acquisition?
• The myriad regulatory issues the parties must tackle
• How to structure a hospital lease transaction
• How to run a hospital lease transaction, from beginning to end
• Traps for the unwary (and how to avoid them)

9. And If You Don’t Know, You Really Should Know: Managing Privacy and Security Risks in Health Care Transactions
(not repeated)
Ethan E. Rii
Sheila Sokolowski

Health care is data, and data is health care. In our era of big data and advances in data analytics, personal data is increasingly being used by health care organizations to inform value-based care and deliver evidence-based information to improve the quality of care. At the same time, health care organization are increasingly the targets of cyberattacks such ransomware and phishing attempts. This session will describe how these factors contribute to ever-increasing data privacy and security risks especially in the context of health care transactions and the processes for managing those risks during the lifecycle of the transaction.  We will address, among other topics:

• Privacy and security risks from the point of view of health care transaction counsel, including risks related to uses of PHI for AI technology development
• Due diligence–the “show-stoppers” and the questions to ask
• Managing client expectations around privacy and security risks
• Best practices during the lifecycle of the transaction

10. Evidence in Hospital Mergers: What Tips the Scale?
Ashley M. Fischer
Peter C. Herrick
Subramaniam Ramanarayanan

The FTC typically relies on a "three-legged stool" to build cases challenging health care mergers: Customer testimony, economic evidence, and ordinary course documents. The interplay of these three types of evidence has led to recent wins (in Hackensack/Englewood) and setbacks (in Jefferson/Einstein). This panel will explore:

• How the FTC's strategy for challenging mergers has continued to evolve
• Practical guidance for in-house and outside counsel
• What to expect as new types of evidence (e.g., competition in labor markets) may come to the forefront

11. Considerations for Structuring Physician Group Acquisitions
John B. Hardcastle
Claire Marblestone

• Basic transaction structures and documentation concepts
• Common issues in documentation in physician practice acquisitions (e.g., dealing with directed equity agreements, modifying MSA’s to deal with state law CPOM issues, etc.)
• Dynamics that arise in the negotiation process (e.g., different perspectives of selling physicians based on age and career path, the trade-off between compensation and consideration, etc.)
• Common due diligence issues in single specialty deals (e.g., compliance issues that commonly arise in various types of specialties)
• “Roll forward” equity and the “second bite at the apple”
• Antitrust issues

12. Navigating Change of Ownership Issues in Health Care M&A
(not repeated)
Ari J. Markenson
Tammy Ward Woffenden

Health care regulatory change of ownership (CHOW) and change of information (CHOI) filings resulting from mergers and acquisitions of health care providers can significantly impact the structure and timing of a transaction. These filings may include applications or notifications regarding a provider’s operating licenses and registrations, accreditation, certificates of need, Medicaid provider numbers and waiver contracts, and Medicare provider numbers. If these filing requirements are not handled correctly, a buyer’s post-closing ability to legally operate and bill claims could be negatively impacted. This session will discuss:

• How different transaction structures can trigger different filing obligations, including the distinctions between CHOWs/CHOIs
• Various federal and state regulatory issues to consider when advising on CHOW/CHOI obligations, including additional restrictions on transferring licenses and certifications such as moratoria on new numbers, regulator processing timeframes (including pre-closing approval and CONs), and transfer restrictions (such as the Medicare 36 month rule for home health agencies)
• Due diligence considerations when assessing CHOW/CHOI obligations, including Medicare/Medicaid successor liability
• Interim transition arrangements between buyer and seller
• Other transactional concerns, disclosure issues, timing, and some special considerations in certain provider and supplier types

13. The Afterthought that Shouldn't Be: Key points in Negotiating a Transition Services Agreement in a Hospital or Other Health Care Provider Acquisition or Disposition
Brynne Goncher
Thomas Hawk

• Importance of business, legal and integration team involvement and coordination
• Particular challenges with IT services
• Key points in negotiation standards of performance or service levels
• Indemnity standards / liability caps
• Intellectual property rights

14. Ideation to Intervention - A Practical Guide to Standing Up a Strategic Affiliation Governance Process
Jason D. Stevens
Betsy J. Walsh

• Best practices in creating a strategic affiliation governance framework for integrated health systems to ensure effective alignment with mission in these increasingly common business structures including support for the following stages:
  • Ideation
  • Assessment
  • Negotiation
  • Closing
  • Implementation
  • Ongoing Assessment
  • Intervention (Restructure or Dissolution)
• Legal considerations for each stage
• Real life lessons learned in implementing a governance framework to facilitate the identification, assessment, and negotiation of partnerships rather than creating delay or barriers

Tuesday, April 26, 2022

Registration and Check-In

Continental Breakfast, sponsored by HORNE
This event is included in the program registration fee. Attendees and faculty are welcome.

15. Choose Your Own Adventure Guide for the Physician Group Considering a Partnership
(not repeated)
Glenn P. Prives
Jessica E. Stack

Physicians continue to be sought after for partnership or acquisition by health systems, private equity-backed enterprises, and other investors. When met with the opportunity, physician groups must determine whether to partner with one of these organizations, remain independent, or join non-private equity/hospital-backed supergroups. This presentation will review deal-terms frequently presented by the different organization types and address the potential trade-offs of selecting one partner over another.  The presentation will use case-study style examples to illustrate the trade-offs related to the following:

• Control over general operations and strategic direction
• Option to unwind the relationship and resume independence
• Regulatory differences
• When does or doesn’t fair market value matter
• Examples of successful and not-so successful partnerships in relation to these and other topics

16. Effective Health Care Contract Negotiations: A Private Equity Transaction Case Study
Thomas Spellman
Rosemary C. Wells

This practical session on effective health care contract negotiations will feature a case study of a private equity acquisition of a physician practice entity structure (i.e., physician-private equity integration), as a springboard to cover unique considerations in such negotiations and critical pivot points for negotiation leverage. We plan to:

• Provide a primer on the importance of negotiations in health care contracts
• Convey the significance of understanding the client and the counterparty and approaching negotiation as “problem-solving” and not “wins and losses”
• Impart select negotiation strategies and provide an overall framework for approaching contract negotiations (e.g., “do your homework”)
• Consider how to approach leverage (e.g., legal leverage, market leverage, leverage in a particular transaction, etc.) in deal negotiations
• Tackle legal, regulatory, and operational considerations in deal negotiations with creative solutions

17. Trends and Hot Topics in Health Care M&A
Nicole Liffrig Molife

• 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
• Managing business development teams and addressing common misconceptions and business issues
• Team approach and best practices for in-house v. outside counsel roles on transactions

18. It’s a Private Equity World, We’re All Just Living in It: Legal Ethics on Representing Health Care Investors and Portfolio Companies
Anjali B. Dooley
Amandeep S. Sidhu

• ABA Model Rules on legal ethics, as applied to health care transactions–what attorneys need to know
• Ethics rules related to the representation of PE/VC portfolio companies
• Ethics rules related to physician ownership interests in ancillary services
• Ethics rules regarding disclosures to potential PE/VA investors
• Ethics rules of when the investor or company says, “make this deal happen”

19. Post-Closing: Integration and Clean-Up
(not repeated)
Aimee Greeter
Antonia A. Peck

Now that the transaction has closed, the real work begins: Integration and post-closing clean-up. This session will discuss the legal and practical aspects of effectuating integration and the key issues legal and leadership should keep in the forefront to ensure that the transaction that was negotiated achieves its established goals. Our discussion will include topics such as:

• Transaction post-closing checklist and Integration Team
• Integration plans and ancillary agreements
• Financial and clinical integration and other regulatory considerations
• Investing in people and culture

20. When Good Governance Goes Bad
Gerald M Griffith
Michelle Johnson Tidjani

Today, we have multiple examples ripped from the headlines of what can happen when conflicts of interest are not disclosed or well managed and fiduciary duties are honored in the breach—including board compensation, conflicts of interest, and self-dealing. Such turmoil not only challenges the success of the organization, it can create liability exposure for the board and lead to vulnerabilities for the organization in audits and investigations, reputational harm and depressing future deal flow. These problems can be exacerbated in affiliations where legacy loyalties persist and where the board lacks new blood or diversity writ large. This session will explore fiduciary duties and governance reform through a series of vignettes based on recent governance struggles of a variety of health care organizations.

• It’s 2022, do you know where your COI policy (and disclosure questionnaire) stands?
• Boards gone wild–notable governance learning opportunities
• Lawyers on boards–part of the solution or part of the problem?
• Interplay of proper disclosure procedures, fiduciary duties, and regulatory/community expectations
• “The Dude” and the bottom line cannot abide bad governance

21. Practical Considerations In A New Antitrust World: Agency Process Changes And Their Implications
Neely Agin
Kevin Hahm

Antitrust process changes that deal-makers should take into consideration and practical considerations regarding:

• Suspension of Early Termination (ET)
• Informal interpretations by Pre-Merger Notification Office (PNO)
• “Close at your peril” warning letters
• Prior approval in connection with FTC consent decrees
• Changes to Second Request process
• State merger reporting obligations

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

22. New Antitrust Theories in Health Care Transactions
Lisl Dunlop
Lona Fowdur
Daniel S. Guarnera
Christine White

New leadership at the federal antitrust enforcement agencies has brought a new focus on non-traditional theories of harm in merger reviews–what are the new theories and how will they impact reviews of health care transactions going forward? The panel will address such questions as:

• How do new FTC policies advocating a “holistic approach” fit within traditional merger analysis and court decisions?
  • How does merger review take into account privacy, labor, and other “ESG” concerns?
  • What other new economic theories and approaches might be adopted (e.g., for cross-market mergers and vertical transactions)?
• How are these developments impacting transactions involving hospitals, physician groups and other health care entities?
• What can health care organizations do to best position their transactions in light of this new range of considerations?

23. Deep Dive: Stark and AKS Compliance in Hospital/Physician Transactions
Kim Harvey Looney
Michael E. Paulhus

Two experienced counsel who have handled different sides of physician/hospital transactions, and subsequent defense of investigations concerning the same, will grapple with the nuances of how Stark and AKS are applied to a physician transaction. These issues will e brought to life by audience participation and hypothetical discussions based on fact patterns in reported cases and settlements, including discussion on the following topics:

• Exceptions and safe harbors that may apply (or not)
• Conceptual framework to evaluate how Stark commercial reasonableness and the facts and circumstances analysis of AKS intent overlap
• Whether a hospital can create pro formas accounting for future technical fees, yet not be considered to be purchasing referrals
• The concept of "hopes and expectations" of referrals and actions that actually cross the line
• Deal planning and the business judgment rule
• Other practical guardrails to consider in a transaction

24. Don’t Let a Cyber Quarantine Wreck your Transaction
Alisa Chestler
Jon Moore
Gerard M. Nussbaum

• Health information technology is a major asset and potential liability in any deal; posing unique opportunities and risks for the parties during and after the end of the relationship
• Deal timeline–understanding the need to address technology issues up front and which issues are the priority
• Addressing 21st Century Cure requirements relating to information blocking and interoperability
• Ownership and access to data, IP, artificial intelligence considerations
• Aligning contract language with business goals, transaction specifics, and realities on the ground
• Cybersecurity controls and concerns

Lunch on your Own

25. “I Want a Divorce” the Dis-Integration of Health Care Mergers and Acquisitions: How to Avoid and Anticipate
(not repeated)
David A. DeSimone
John R. Washlick

In the wake of the M&A wave, many acquisitions fail to take the necessary steps to integrate their combined operations leading to unwinding the transaction and separating parties.  These failures and politically disastrous consequences can be avoided through careful planning during the M&A process, rather than putting them off until after the closing of the transaction.  This program will explore in a case-study format:

•  Reasons for failed consolidations
• How to plan in advance to avoid such failures
• Legal recourse when faced with unwinding an acquisition
• Event unwind triggers to consider when negotiating the M&A transaction and contract exit strategy provisions for consideration
• Fiduciary responsibilities and duties of the respective boards

26. SPAC, IPO or Private Equity: Which Exit Fits, and Are You Ready?
(not repeated)
Kate L. Bechen

• Level setting–high level overview of what a SPAC is
• Rise of the SPAC–brief comments on the history of SPACs, been around a while, came into focus/frenzy 2020/2021, seeing a cooling of interest
• Reasons to consider a SPAC–what companies benefit the most from a SPAC deal? What are the advantages of a SPAC v IPO
• Limitations facing SPACs–shareholder class action lawsuits, SEC scrutiny, new regulations, valuation issues, PIPE market
• Future of SPACs–where we see SPAC transactions going once the market picks back up and opportunities in the health care space

8. The Devil in the Details—Structuring and Running a Hospital/Hospital Leasing Transaction
(repeat)
David B. Pursell
Adria Warren

• Why use a lease for a hospital acquisition?
• The myriad regulatory issues the parties must tackle
• How to structure a hospital lease transaction
• How to run a hospital lease transaction, from beginning to end
• Traps for the unwary (and how to avoid them)

18. It’s a Private Equity World, We’re All Just Living in It: Legal Ethics on Representing Health Care Investors and Portfolio Companies
(repeat)
Anjali B. Dooley
Amandeep S. Sidhu

• ABA Model Rules on legal ethics, as applied to health care transactions–what attorneys need to know
• Ethics rules related to the representation of PE/VC portfolio companies
• Ethics rules related to physician ownership interests in ancillary services
• Ethics rules regarding disclosures to potential PE/VA investors
• Ethics rules of when the investor or company says, “make this deal happen”

27. The Interplay of Health Care Attorneys and Advisors for Health Care Transactions
(not repeated)
Dana Durrett
Gregory Seigel

• Working with clients in retaining deal counsel and advisors
• Collaborations between counsel and advisors
• Handling due diligence
• Managing client communication and expectations
• Unrooting compliance issues

4. New Players, Higher Stakes: Upping the Ante on Physician Transactions
(repeat)
Tara Ravi
Kristen McDermott Woodrum

The stakes have never been higher for physician practice acquisitions. Private equity and insurance players have been dealt into the game, physicians expect to win big, and the cards may seem stacked against health systems. This session will examine physician transaction trends and structures, including regulatory and reimbursement wild cards, as the players race to win the pot and battle for revenues.

• New Rules. Changes to (and uncertainty about) the MPFS and reimbursement for E/M and specialty services have complicated the expectations of the players; Stark rulemaking and a CMS advisory opinion addressing permissible group practice revenue and profit distributions has changed the game; federal and state legislature tackling surprise billing and out-of-network challenges may level the field
• Trump Card? Hospitals are following suit on transaction structures presented by private equity and non-traditional players. But can they play their hand against applicable fraud and abuse laws and still have the upper hand? Or does private equity hold the trump card with the promise of retaining rollover equity combined with a big payout?
• Sweetening the Pot. Ancillary revenue opportunities abound, and are complicated by changes in care delivery, telemedicine/sites of service and expectations of patients. Competition has stiffened for a larger range of specialties with promising returns
• Community Cards. Real challenges face health systems competing against private equity and other acquirers to win physician practice groups and adequately staff and provide clinical services. Learn how the game has changed, as transaction structures (e.g., professional services arrangements and joint ventures) evolved under the COVID waivers and what’s here to stay

10. Evidence in Hospital Mergers: What Tips the Scale?
(repeat)
Ashley M. Fischer
Peter C. Herrick
Subramaniam Ramanarayanan

The FTC typically relies on a "three-legged stool" to build cases challenging health care mergers:  Customer testimony, economic evidence, and ordinary course documents. The interplay of these three types of evidence has led to recent wins (in Hackensack/Englewood) and setbacks (in Jefferson/Einstein). This panel will explore:

• How the FTC's strategy for challenging mergers has continued to evolve
• Practical guidance for in-house and outside counsel
• What to expect as new types of evidence (e.g., competition in labor markets) may come to the forefront

28. Top Tax Changes Effecting Transactions
(not repeated)
Jim Calzaretta
Bryan W. Metcalf
Stephen Turner

• When can the stock of a “health care” company qualify as Section 1202 stock?
• Acquisitions of S corporation physician practices: Special problems
  • Structuring for a stepped up basis
  • Alternatives when “equal” shareholders want unequal sharing of the sales proceeds
  • Effects of traditional “book value” buy/sell agreements among the historic shareholders
• Other tax traps for the unwary in health care acquisitions

5. Key Issues in Digital Health Transactions
(repeat)
Roger A. Cohen
Kristi Kung

• Digital Health Subsectors and Delivery Models
  • Telehealth, health information technology, electronic health records systems, wearables / sensors, remote patient monitoring, Artificial Intelligence / Machine Learning algorithms, etc.
  • B2B, B2C, B2B2C
• Common health care regulatory issues in digital health transactions
  • Corporate structuring: Corporate practice of medicine, domestic entity requirements, qualifications of shareholders, directors and officers
  • PC/MSO models: Limitations on compensation methodologies for management fees, shareholder restrictions, state enforcement
  • Financial relationships between telemedicine companies and other health industry participants (e.g., health information technology vendors, physicians, health systems, pharmaceutical and medical device companies, pharmacies) including Anti-Kickback Statute, Stark Law, and state law equivalents
  • FDA regulations of mobile medical applications, clinical decision support software, and software as a medical device
  • Supervision and Scope of Practice of licensed professionals
  • Prescribing
  • HIPAA and data privacy and security considerations
  • Billing and Reimbursement for digital health services and products
  • Compliance program
• Methods for Addressing Compliance Issues in Transaction Documents
  • Indemnification, covenants, and other approaches

13. The Afterthought that Shouldn't Be: Key points in Negotiating a Transition Services Agreement in a Hospital or Other Health Care Provider Acquisition or Disposition
(repeat)
Brynne Goncher
Thomas Hawk

• Importance of business, legal and integration team involvement and coordination
• Particular challenges with IT services
• Key points in negotiation standards of performance or service levels
• Indemnity standards / liability caps
• Intellectual property rights

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

Wednesday, April 27, 2022

Registration and Check-In

Continental Breakfast, sponsored by HORNE
This event is included in the program registration. Attendees and faculty are welcome.

22. New Antitrust Theories in Health Care Transactions
(repeat)
Lisl Dunlop
Lona Fowdur
Daniel S. Guarnera
Christine White

New leadership at the federal antitrust enforcement agencies has brought a new focus on non-traditional theories of harm in merger reviews–what are the new theories and how will they impact reviews of health care transactions going forward? The panel will address such questions as:

• How do new FTC policies advocating a “holistic approach” fit within traditional merger analysis and court decisions?
  • How does merger review take into account privacy, labor, and other “ESG” concerns?
  • What other new economic theories and approaches might be adopted (e.g., for cross-market mergers and vertical transactions)?
• How are these developments impacting transactions involving hospitals, physician groups and other health care entities?
• What can health care organizations do to best position their transactions in light of this new range of considerations?

23. Deep Dive: Stark and AKS Compliance in Hospital/Physician Transactions
(repeat)
Kim Harvey Looney
Michael E. Paulhus

Two experienced counsel who have handled different sides of physician/hospital transactions, and subsequent defense of investigations concerning the same, will grapple with the nuances of how Stark and AKS are applied to a physician transaction. These issues will e brought to life by audience participation and hypothetical discussions based on fact patterns in reported cases and settlements, including discussion on the following topics:

• Exceptions and safe harbors that may apply (or not)
• Conceptual framework to evaluate how Stark commercial reasonableness and the facts and circumstances analysis of AKS intent overlap
• Whether a hospital can create pro formas accounting for future technical fees, yet not be considered to be purchasing referrals
• The concept of "hopes and expectations" of referrals and actions that actually cross the line
• Deal planning and the business judgment rule
• Other practical guardrails to consider in a transaction

24. Don’t Let a Cyber Quarantine Wreck your Transaction
(repeat)
Alisa Chestler
Jon Moore
Gerard M. Nussbaum

• Health information technology is a major asset and potential liability in any deal; posing unique opportunities and risks for the parties during and after the end of the relationship
• Deal timeline–understanding the need to address technology issues up front and which issues are the priority
• Addressing 21st Century Cure requirements relating to information blocking and interoperability
• Ownership and access to data, IP, artificial intelligence considerations
• Aligning contract language with business goals, transaction specifics, and realities on the ground
• Cybersecurity controls and concerns

7. Ten Takeaways from New Stark Regulations on Transactions
(repeat)
Thomas Anthony
Max Reiboldt

• Impact of the new Stark regulations on affiliation transactions
• Impact of the new Stark regulations on physician fee schedules
• Impact of the new Stark regulations on physician compensation arrangements
• Ripple-out effects on health care entity valuations
• Ripple-out effects on health care entity deal structures
• Impact on private equity deals in light of new Stark regulations

14. Ideation to Intervention - A Practical Guide to Standing Up a Strategic Affiliation Governance Process
(repeat)
Jason D. Stevens
Betsy J. Walsh

• Best practices in creating a strategic affiliation governance framework for integrated health systems to ensure effective alignment with mission in these increasingly common business structures including support for the following stages:
  • Ideation
  • Assessment
  • Negotiation
  • Closing
  • Implementation
  • Ongoing Assessment
  • Intervention (Restructure or Dissolution)
• Legal considerations for each stage
• Real life lessons learned in implementing a governance framework to facilitate the identification, assessment, and negotiation of partnerships rather than creating delay or barriers

21. Practical Considerations In A New Antitrust World: Agency Process Changes And Their Implications
(repeat)
Neely Agin
Kevin Hahm

Antitrust process changes that deal-makers should take into consideration and practical considerations regarding:

• Suspension of Early Termination (ET)
• Informal interpretations by Pre-Merger Notification Office (PNO)
• “Close at your peril” warning letters
• Prior approval in connection with FTC consent decrees
• Changes to Second Request process
• State merger reporting obligations

29. Cultural Due Diligence: The Hidden Variable to Transaction and Integration Success
(not repeated)
Thomas Donohoe
Colleen Marie Powers

• The unspoken, but often crucial, importance of cultural due diligence in health care transactions and their ultimate success
• Tactics on how to perform cultural due diligence and assess cultural compatibility in all phases of a transaction, with an emphasis on asking certain key questions up front
• How to establish mutual cultural values to guide transactions and increase the likelihood of success, including a commitment to diversity, equity and inclusion objectives
• Negotiation points and key provisions where the parties may include post-closing commitments to certain cultural values
• Metrics and targets to achieve integration consistent with mutual cultural values

16. Effective Health Care Contract Negotiations: A Private Equity Transaction Case Study
(repeat)
Thomas Spellman
Rosemary C. Wells

This practical session on effective health care contract negotiations will feature a case study of a private equity acquisition of a physician practice entity structure (i.e., physician-private equity integration), as a springboard to cover unique considerations in such negotiations and critical pivot points for negotiation leverage. We plan to:

• Provide a primer on the importance of negotiations in health care contracts
• Convey the significance of understanding the client and the counterparty and approaching negotiation as “problem-solving” and not “wins and losses”
• Impart select negotiation strategies and provide an overall framework for approaching contract negotiations (e.g., “do your homework”)
• Consider how to approach leverage (e.g., legal leverage, market leverage, leverage in a particular transaction, etc.) in deal negotiations
• Tackle legal, regulatory, and operational considerations in deal negotiations with creative solutions

20. When Good Governance Goes Bad
(repeat)
Gerald M Griffith
Michelle Johnson Tidjani

Today, we have multiple examples ripped from the headlines of what can happen when conflicts of interest are not disclosed or well managed and fiduciary duties are honored in the breach—including board compensation, conflicts of interest, and self-dealing. Such turmoil not only challenges the success of the organization, it can create liability exposure for the board and lead to vulnerabilities for the organization in audits and investigations, reputational harm and depressing future deal flow. These problems can be exacerbated in affiliations where legacy loyalties persist and where the board lacks new blood or diversity writ large. This session will explore fiduciary duties and governance reform through a series of vignettes based on recent governance struggles of a variety of health care organizations.

• It’s 2022, do you know where your COI policy (and disclosure questionnaire) stands?
• Boards gone wild–notable governance learning opportunities
• Lawyers on boards–part of the solution or part of the problem?
• Interplay of proper disclosure procedures, fiduciary duties, and regulatory/community expectations
• “The Dude” and the bottom line cannot abide bad governance

11. Considerations for Structuring Physician Group Acquisitions
(repeat)
John B. Hardcastle
Claire Marblestone

• Basic transaction structures and documentation concepts
• Common issues in documentation in physician practice acquisitions (e.g., dealing with directed equity agreements, modifying MSA’s to deal with state law CPOM issues, etc.)
• Dynamics that arise in the negotiation process (e.g., different perspectives of selling physicians based on age and career path, the trade-off between compensation and consideration, etc.)
• Common due diligence issues in single specialty deals (e.g., compliance issues that commonly arise in various types of specialties)
• “Roll forward” equity and the “second bite at the apple”
• Antitrust issues

17. Trends and Hot Topics in Health Care M&A
(repeat)
Nicole Liffrig Molife

• 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
• Practical tips for managing the heightened scrutiny by state health care regulatory agencies of transactions, including those involving Private Equity