Schedule

• 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

Corporate transactions in the health care industry are reshaping how care is delivered, with significant implications for the professionals who support and provide services. Labor and employment concerns are integral to every phase of the transaction process, from initial negotiations to post-closing integration. Addressing these workforce issues proactively is essential for ensuring both operational success and compliance. This session will explore best practices for managing workforce challenges in health care transactions. We will discuss:

• Key labor and employment risks commonly encountered during health care mergers, acquisitions, and other corporate transactions
• Strategies for effective due diligence related to employee benefits, union contracts, and workforce integration
• The role of regulatory compliance in workforce transitions, including considerations under federal and state health care laws
• Approaches for post-transaction workforce communication and cultural alignment to support retention and performance
• Mitigation tactics for minimizing litigation, liability, and disruption during workforce restructuring in health care entities
• Real-world case studies to distill best practices and lessons learned in managing labor and employment matters in health care transactions

The regulatory and financial landscape for health systems is changing with major headwinds for health care delivery financing underway and on the horizon. While this will have across-the-board impacts, it is also likely to put certain types of health systems into distress. This will likely lead to “crisis moments” for the providers, regulators, and communities. These moments will present challenges and opportunities to answer fundamental questions:

• How should health care delivery be organized going forward?
• Where are the opportunities for transformative change before and during these crises?
• What is the right standard for evaluating investments, transformation, and transactions?
• Should regulators be taking new approaches to transaction/investment reviews?

• Different types of health care joint venture (“JV”) models and discuss when a JV may be a preferred structure to an acquisition or affiliation
• Map 2026 JV hot topics, as aligned with greater health care ecosystem trends
• Select legal and regulatory playbook considerations, including Stark, AKS, and corporate practice of medicine
• Understand economics and control in the context of health care JVs (e.g., capital contributions/funding, JV accounting, and distributions)
• Apply these lessons to a case study (tri party JV: hospital–PE–physicians) and highlight diligence and transactional considerations in practice

• How False Claims Act, Anti-Kickback Statute, and Stark Law risks surface in transactions and why they’re often overlooked by deal teams
• Red flags in diligence, from billing and coding anomalies to physician compensation structures and pending whistleblower actions
• How unresolved compliance or litigation exposure can reshape valuation, purchase price adjustments, escrow, and indemnification terms
• DOJ/OIG enforcement trends that should inform current and future transaction strategies

• Where and how should you file? What is the status of federal HSR filing requirements and state notification laws?
• What are we seeing in terms of state emphasis on consolidation vs. access to care concerns? Are JVs or COPAs options?
• How can you develop your transaction narrative early in, and be consistent throughout, the process? How should you factor in other types of filings (e.g., CON, Cost and Market Impact)
• Where do major payors stand on all of this?

As health care technology evolves, legal advisors face increasingly complex challenges in guiding providers through remote patient monitoring (RPM), interoperability mandates, leveraging multiple and varied data sources, and the application of artificial intelligence across the entire patient and provider data continuum. How can health care organizations ensure that the vendors selected to assist with implementing innovative technologies across fragmented systems address operational and legal challenges, including payment models, data sharing hurdles, and patient engagement across disparate EHRs and portals? Join us as we discuss these challenges and offer practical insights into navigating regulatory frameworks, contractual considerations, and risk mitigation strategies for providers embracing digital transformation. This session will cover:

• An overview of the current legal and regulatory landscape governing RPM, interoperability, and artificial intelligence
• The legal risks and compliance strategies related to RPM and innovative technologies in provider settings
• Interoperability requirements and their impact on contracts, data governance, and patient access
• Payment and reimbursement challenges for emerging technologies and how to structure agreements accordingly
• Appropriate approaches for use of artificial intelligence in managing and gaining insights from varied data sources, including reliability, relevance, fit, safety, and privacy
• Strategies to enhance patient engagement across multiple provider systems and digital platforms

• How health systems, academic medical centers, and private equity–backed platforms approach post-transaction integration and operational alignment
• Strategies for balancing seller autonomy with the need for standardization and systemwide alignment across clinical, operational, and governance functions
• How to structure and operationalize integration provisions—both pre-closing and post-closing—to minimize disruption and support long-term value creation
• Compare integration approaches across different buyer types, including nonprofit health systems and private equity–backed platforms, highlighting key cultural and governance differences
• Practical communication strategies for framing integration challenges and opportunities with CEOs, C-suite leaders, and boards
• Regulatory, compliance, and IT considerations that can affect post-deal success, including HIPAA, Stark/AKS, and data-sharing implications

Panelists will discuss the evolving antitrust enforcement environment for health care transactions under the second Trump administration, including:

• Health care antitrust enforcement environment trends and priorities under the second Trump Administration, with a specific focus on M&A (application of 2023 merger guidelines, new HSR rules, and how the antitrust agencies are analyzing health care transactions–including horizontal and vertical transactions, quality competition, cross-market theories, roll-ups, failing firm defense, private equity involvement, etc.)
• Recent federal healthcare antitrust enforcement actions brought by the FTC, DOJ, and implications/takeaways for merging parties considering transactions
• State enforcement landscape and trend of state mini-HSR laws, with implications for transaction timing and merger agreement negotiations
• Antitrust counseling advice with practical takeaways for transactions including assessing and mitigating antitrust risk, merger agreement covenants, agency engagement strategy, and the role of economic analysis

During this session, we plan to explore the following concepts using specific case studies and negotiation and operational challenges that commonly arise in the type of featured transactions:

• Advanced hospital-physician alignment strategies in ambulatory ventures
• Evaluation and carve-outs of under-performing ventures to allow for business unit portfolio rebalancing. This will include case studies on how to divest or spin out non-core/underperforming services into joint ventures to provide capital for ambulatory investment
• Supporting operational success of consummated transactions through deal terms and due diligence that promote effective transition and integration
• Addressing the potential for an unwind in the event that things don’t go as planned

• The corporate practice of medicine doctrine and its history
• The approach of key states and pending legislation on CPOM
• Non-legislative corporate practice issues
• Recommend strategies for deal structuring, compliance planning and risk assessment in CPOM states

• How artificial intelligence (AI) disrupts traditional health care contracting models
• Key threshold diligence questions to ask before negotiating AI agreements
• Key legal terms in negotiating AI agreements
• Practical contracting takeaways and red flags for providers and counsel
• The importance of customer governance and AI use inventories to make audit rights effective

• Key Legal Structures–Explore the most active JV models in 2025, including traditional equity JVs (i.e. ASCs), MSO joint ownership models, contractual venture partnerships such as bundled payment arrangements, and the use of PSAs in lieu of a full JV
• Regulatory Compliance–Understand the legal frameworks that govern JV compliance and discuss best practices for compliance. This includes a deeper dive into Stark Law exceptions and AKS Safe Harbor Laws, where they are applicable and how to stay compliant, as well as state-specific corporate practice of medicine rules
• Governance and Control–Explore how JV partners are structuring financial and governance terms based on strategic goals of each party - profit allocation, control rights, exit provisions, auditing requirements, FMV assessments, management fee structures, etc.
• Risk Mitigation–Analyze case studies illustrating both successful and challenged JV models, highlighting key lessons in strategy and compliance. Discuss approaches to due diligence, documentation, and ongoing monitoring to identify and address potential legal and valuation pitfalls

• Why most compliance problems in health care transactions go undetected: The targets that look strongest on paper often carry the biggest blind spots. Learn what due diligence actually needs to uncover in billing practices, physician arrangements, and documentation gaps that standard financial reviews miss entirely
• What a real compliance audit reveals that spreadsheets can't: We'll walk through live examples of how error rate analysis, sanction screenings, and claims data sampling expose risks worth millions in potential liability. You'll see exactly how to translate audit findings into deal structure decisions like holdbacks, indemnifications, or walking away
• The hidden exposure no one calculates until it's too late: Discover how to quantify what "clean billing" really means, why a 35% error rate on one code can mean a $1 million problem over six years, and how to determine if you're looking at a notable finding or actual federal exposure
• Turning compliance findings into post close strategy: Once you know what's beneath the surface, learn how to build the monitoring systems and corrective action plans that protect your investment. We'll cover retrospective audits, ongoing compliance integration, and how to avoid becoming the next $25 million settlement headline

• Where and how should you file? What is the status of federal HSR filing requirements and state notification laws?
• What are we seeing in terms of state emphasis on consolidation vs. access to care concerns? Are JVs or COPAs options?
• How can you develop your transaction narrative early in, and be consistent throughout, the process? How should you factor in other types of filings (e.g., CON, Cost and Market Impact)
• Where do major payors stand on all of this?

This session will use a fun, fast-moving, game-show format to explore how health care organizations and investors should respond to potentially non-compliant activity discovered in the course of due diligence. Speakers from CMS (invited) and private practice will examine several hypothetical situations and discuss various disclosure options. We will explore hypotheticals from the perspective of both the buyer and seller. We will discuss the who, what, when, where, and how of whether the issues in the hypotheticals need to be disclosed or can be ignored.

• Legal parameters for assessing reasonableness of compensation
• Tracking effort and productivity – what counts in a FMV assessment
• What makes a Superstar – examining special skills, reputation and expertise
• Bridging the gap with facts and circumstances (i.e., business judgment factors)
• Employment vs. PSA – Straight Salary, Pooled and Other Models

• How False Claims Act, Anti-Kickback Statute, and Stark Law risks surface in transactions and why they’re often overlooked by deal teams
• Red flags in diligence, from billing and coding anomalies to physician compensation structures and pending whistleblower actions
• How unresolved compliance or litigation exposure can reshape valuation, purchase price adjustments, escrow, and indemnification terms
• DOJ/OIG enforcement trends that should inform current and future transaction strategies

States are playing an increasingly central role in scrutinizing health care transactions under the antitrust laws. The panel will discuss this emerging trend, with insight from two leading state antitrust enforcers, and in-house lawyer for a large health system. The panel discussion will cover the following topics:

• Trends in state antitrust enforcement in health care in the second Trump Administration
• The growing number of state premerger notification laws and the varied scope of review across states
• State advocacy pointers for in-house counsel
• When and how to influence state premerger notification laws before they are enacted
• Best practices for incorporating government affairs/lobbying into state-level advocacy
• How states are scrutinizing private equity transactions in health care, and what that means for your next deal

The regulatory and financial landscape for health systems is changing with major headwinds for health care delivery financing underway and on the horizon. While this will have across-the-board impacts, it is also likely to put certain types of health systems into distress. This will likely lead to “crisis moments” for the providers, regulators, and communities. These moments will present challenges and opportunities to answer fundamental questions:

• How should health care delivery be organized going forward?
• Where are the opportunities for transformative change before and during these crises?
• What is the right standard for evaluating investments, transformation, and transactions?
• Should regulators be taking new approaches to transaction/investment reviews?

• How health systems, academic medical centers, and private equity–backed platforms approach post-transaction integration and operational alignment
• Strategies for balancing seller autonomy with the need for standardization and systemwide alignment across clinical, operational, and governance functions
• How to structure and operationalize integration provisions—both pre-closing and post-closing—to minimize disruption and support long-term value creation
• Compare integration approaches across different buyer types, including nonprofit health systems and private equity–backed platforms, highlighting key cultural and governance differences
• Practical communication strategies for framing integration challenges and opportunities with CEOs, C-suite leaders, and boards
• Regulatory, compliance, and IT considerations that can affect post-deal success, including HIPAA, Stark/AKS, and data-sharing implications

• Legal framework for use of variable compensation and earnouts in health care transactions (Stark, state and federal anti-kickback laws, EKRA, state fee splitting laws, etc.)
• Provide tools to evaluate variable compensation methodologies and earnouts, including an “Earnout Decision Tree” that participants can utilize in their practices
• Best practices for structuring variable compensation to reduce risk and strategies for designing compliant approaches that promote business goals but do not rely on inducing referrals
• Hypothetical fact scenarios to illustrate risk spectrum and note where they have received guidance from case law, DOJ enforcement, or discussions with government investigators

In this session, we’ll give an unfiltered look at how tax considerations loom large in undertaking health care transactions, illustrating the vital need to bring tax advisors into the loop early in the process. We’ll give a start-to-finish picture from the lens of the tax advisors, including:

• Relevance of the tax status of the buyer and seller in approaching and negotiating hospital and other health care transactions
• Significance of tax in identifying the preferred (or acceptable) deal structure and the tax consequences for the parties
• Importance of tax due diligence, including how disclosures impact the agreement and parties, and who has the institutional knowledge and responsibility for taxes
• Understanding tax representations, conditions, covenants, and indemnification provisions
• A deeper tax dive into the agreements–tax deliverables, tax prorations, tax allocations, tax return preparation and filing, tax elections, tax cooperation, access to records, and tax payments
• Anticipating potential disputes–post-closing tax claims, purchase price adjustments, and tax indemnification (including R&W and tax insurance)

This presentation applies a legal and financial approach to the lifecycle of hospice, home health, and other post-acute care transactions. The presentation identifies key legal and regulatory considerations for transaction structure, such as the 36-Month Rule, recent enforcement of CMS Periods of Enhanced Provider Oversight, structuring deals to comply with Medicare Conditions of Participation, and regulatory filings triggered by health care transactions. It also reviews all aspects of health care transactions—from due diligence, closing, and post-closing integration—from a financial and operational perspective to provide tips for ensuring financial sustainability and strengthen overall financial performance.

• Get everything you pay for, advice AND a potential future advice of counsel defense
• Definition of the advice of counsel defense, including requirements to meet the defense
• Drafting transactions to both complete the transaction and preserve a future defense
• Preserving records with 10 year statute of limitations for False Claims Act cases in mind
• Waiver of privilege required to use defense, requiring consideration today of what will be revealed years from now
• Potential conflicts when the transaction attorney becomes the advice of counsel witness

• Overview and Legal Considerations regarding Quality of Earnings, which often miss the compliance and regulatory drivers of cash flow—coding errors, overpayments, outlier payments, audit exposure, fraud/abuse risks— and can dramatically change valuation, shift deal pricing, and undermine deal structure
• Provide best practices in drafting legal provisions to better capture health care regulatory risk – tailored representations and warranties, clear definitions of “losses,” indemnity provisions that actually work and disclosures that connect diligence findings to deal modeling
• How to best frame regulatory exposures falling outside RWI coverage, structuring bespoke indemnities, escrow structures, and survival periods aligned with recoupment models, audit cycles, and rollover equity dynamics
• Address long term deal performance and aligning incentives between investors and providers and articulating that appropriately through rollover equity, compensation, leverage, and control – to prevent post closing disengagement or value erosion

• The corporate practice of medicine doctrine and its history
• The approach of key states and pending legislation on CPOM
• Non-legislative corporate practice issues
• Recommend strategies for deal structuring, compliance planning and risk assessment in CPOM states

• Sequencing government filings and responsibility, pre and post-closing
• Assuming the Medicare provider agreement in changes of ownership by accident or on purpose; mechanics and implications
• Bridging the communication gap between transactions counsel or private equity buyers and government agencies so that everyone gets to closure upon closing
• Special topics for licensing and Medicare enrollment in transactions: buying part of a hospital, consolidating hospitals, purchase and simultaneous relocation, 36-month rule for HHAs and Hospices, and state law material change transaction notices or approval processes
• Practical tips for the sale agreement including the due diligence process, representations and warranties, and sequencing filings, and closing to manage expectations of transaction participants

Strategic partnerships and affiliations among health care providers to promote quality and value may not always perform as expected or deliver anticipated benefits. This presentation will address key considerations when evaluating strategic partnerships and the road to unwinding them. Items that will be covered during our presentation include:

• Overview of types of strategic partnerships, and their role in the healthcare eco-system
• Contractual considerations when negotiating and executing strategic partnerships – specific to unwind provisions
• Evaluation of potential consequences of an unwind, both legal and financial
• Case studies of tricky unwind provisions – legal and valuation perspectives
• Planning for future strategic alliances

• How do you determine who is your client?
• What duties do you owe your client, past client, and prospective client?
• How are clients using AI?
• How does the use of AI affect your ethical Duties?
• What happens when they clash?
• Model Rules and State Requirements

• Health care AI exists today because of venture capital. Learn why the development of sophisticated models demands massive upfront investment and a risk tolerance that traditional healthcare organizations and private equity are not typically positioned to support
• Examine the legal and regulatory complexities that make this dynamic especially pronounced in health care, including challenges around data rights and access, liability considerations, reimbursement uncertainty, and navigating multilayered federal and state oversight before an AI product can reach the market
• Hear from counsel advising health care AI startups on formation, fundraising strategies, growth planning, and positioning companies for eventual exit
• How counsel to VC investors evaluate health care AI opportunities and assess legal, regulatory, and operational risk in a rapidly evolving market
• Gain actionable insights for advising founders and investors as they navigate emerging AI laws, CPOM restrictions, fraud and abuse considerations, and data privacy requirements while still enabling innovation and responsible growth

Corporate transactions in the health care industry are reshaping how care is delivered, with significant implications for the professionals who support and provide services. Labor and employment concerns are integral to every phase of the transaction process, from initial negotiations to post-closing integration. Addressing these workforce issues proactively is essential for ensuring both operational success and compliance. This session will explore best practices for managing workforce challenges in health care transactions. We will discuss:

• Key labor and employment risks commonly encountered during health care mergers, acquisitions, and other corporate transactions
• Strategies for effective due diligence related to employee benefits, union contracts, and workforce integration
• The role of regulatory compliance in workforce transitions, including considerations under federal and state health care laws
• Approaches for post-transaction workforce communication and cultural alignment to support retention and performance
• Mitigation tactics for minimizing litigation, liability, and disruption during workforce restructuring in health care entities
• Real-world case studies to distill best practices and lessons learned in managing labor and employment matters in health care transactions

Panelists will discuss the evolving antitrust enforcement environment for health care transactions under the second Trump administration, including:

• Health care antitrust enforcement environment trends and priorities under the second Trump Administration, with a specific focus on M&A (application of 2023 merger guidelines, new HSR rules, and how the antitrust agencies are analyzing health care transactions–including horizontal and vertical transactions, quality competition, cross-market theories, roll-ups, failing firm defense, private equity involvement, etc.)
• Recent federal healthcare antitrust enforcement actions brought by the FTC, DOJ, and implications/takeaways for merging parties considering transactions
• State enforcement landscape and trend of state mini-HSR laws, with implications for transaction timing and merger agreement negotiations
• Antitrust counseling advice with practical takeaways for transactions including assessing and mitigating antitrust risk, merger agreement covenants, agency engagement strategy, and the role of economic analysis

• How artificial intelligence (AI) disrupts traditional health care contracting models
• Key threshold diligence questions to ask before negotiating AI agreements
• Key legal terms in negotiating AI agreements
• Practical contracting takeaways and red flags for providers and counsel
• The importance of customer governance and AI use inventories to make audit rights effective

Strategic partnerships and affiliations among health care providers to promote quality and value may not always perform as expected or deliver anticipated benefits. This presentation will address key considerations when evaluating strategic partnerships and the road to unwinding them. Items that will be covered during our presentation include:

• Overview of types of strategic partnerships, and their role in the healthcare eco-system
• Contractual considerations when negotiating and executing strategic partnerships – specific to unwind provisions
• Evaluation of potential consequences of an unwind, both legal and financial
• Case studies of tricky unwind provisions – legal and valuation perspectives
• Planning for future strategic alliances

• How do you determine who is your client?
• What duties do you owe your client, past client, and prospective client?
• How are clients using AI?
• How does the use of AI affect your ethical Duties?
• What happens when they clash?
• Model Rules and State Requirements

• Why most compliance problems in health care transactions go undetected: The targets that look strongest on paper often carry the biggest blind spots. Learn what due diligence actually needs to uncover in billing practices, physician arrangements, and documentation gaps that standard financial reviews miss entirely
• What a real compliance audit reveals that spreadsheets can't: We'll walk through live examples of how error rate analysis, sanction screenings, and claims data sampling expose risks worth millions in potential liability. You'll see exactly how to translate audit findings into deal structure decisions like holdbacks, indemnifications, or walking away
• The hidden exposure no one calculates until it's too late: Discover how to quantify what "clean billing" really means, why a 35% error rate on one code can mean a $1 million problem over six years, and how to determine if you're looking at a notable finding or actual federal exposure
• Turning compliance findings into post close strategy: Once you know what's beneath the surface, learn how to build the monitoring systems and corrective action plans that protect your investment. We'll cover retrospective audits, ongoing compliance integration, and how to avoid becoming the next $25 million settlement headline

• Legal parameters for assessing reasonableness of compensation
• Tracking effort and productivity – what counts in a FMV assessment
• What makes a Superstar – examining special skills, reputation and expertise
• Bridging the gap with facts and circumstances (i.e., business judgment factors)
• Employment vs. PSA – Straight Salary, Pooled and Other Models

In this session, we’ll give an unfiltered look at how tax considerations loom large in undertaking health care transactions, illustrating the vital need to bring tax advisors into the loop early in the process. We’ll give a start-to-finish picture from the lens of the tax advisors, including:

• Relevance of the tax status of the buyer and seller in approaching and negotiating hospital and other health care transactions
• Significance of tax in identifying the preferred (or acceptable) deal structure and the tax consequences for the parties
• Importance of tax due diligence, including how disclosures impact the agreement and parties, and who has the institutional knowledge and responsibility for taxes
• Understanding tax representations, conditions, covenants, and indemnification provisions
• A deeper tax dive into the agreements–tax deliverables, tax prorations, tax allocations, tax return preparation and filing, tax elections, tax cooperation, access to records, and tax payments
• Anticipating potential disputes–post-closing tax claims, purchase price adjustments, and tax indemnification (including R&W and tax insurance)

This presentation applies a legal and financial approach to the lifecycle of hospice, home health, and other post-acute care transactions. The presentation identifies key legal and regulatory considerations for transaction structure, such as the 36-Month Rule, recent enforcement of CMS Periods of Enhanced Provider Oversight, structuring deals to comply with Medicare Conditions of Participation, and regulatory filings triggered by health care transactions. It also reviews all aspects of health care transactions—from due diligence, closing, and post-closing integration—from a financial and operational perspective to provide tips for ensuring financial sustainability and strengthen overall financial performance.

• Overview and Legal Considerations regarding Quality of Earnings, which often miss the compliance and regulatory drivers of cash flow—coding errors, overpayments, outlier payments, audit exposure, fraud/abuse risks— and can dramatically change valuation, shift deal pricing, and undermine deal structure
• Provide best practices in drafting legal provisions to better capture health care regulatory risk – tailored representations and warranties, clear definitions of “losses,” indemnity provisions that actually work and disclosures that connect diligence findings to deal modeling
• How to best frame regulatory exposures falling outside RWI coverage, structuring bespoke indemnities, escrow structures, and survival periods aligned with recoupment models, audit cycles, and rollover equity dynamics
• Address long term deal performance and aligning incentives between investors and providers and articulating that appropriately through rollover equity, compensation, leverage, and control – to prevent post closing disengagement or value erosion