Schedule

Asha Scielzo, AHLA President, Director, Health Law & Policy Program, American University Washington College of Law
Carolyn V. Metnick, Planning Committee Chair, Sheppard Mullin Richter & Hapmpton LL

Marc D. Goldstone, Wellpath
Allison F. Kassir, King & Spalding

• Session description to follow

Travis F. Jackson, McDermott, Will and Emery LLP
Michaela Poizner, Baker Donelson
Kurt Vincent, Acadia Healthcare

There are many ways to learn, but experience is the best teacher.  We will share our experience leveraging guided practical experiences, and real-world war stories, to develop new lawyers—or lawyers new to deals—into battle-ready transaction team members and, ultimately, leaders.  The discussion will include:

• The 2025 deal landscape and what role each team member should play
• Thoughtfully planning—and preparing your team—at the outset for transaction structure and complexity
• Deal curveballs and how to manage a team through—and grow from—the unexpected
• Best practices for sharing and growing through feedback
• Embracing and leveraging different approaches by different generations

William T. Mathias, Bass Berry & Sims
Lisa Wilson, Senior Technical Advisor, Centers for Medicare and Medicaid Services

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. We will discuss:

• Several hypothetical situations and offer suggestions on how best to respond
• Several hypos from the perspective of both the buyer and the seller
• The who, what, when, where, and how of whether the issues in the hypos can be fixed, will need to be disclosed, or can be ignored

Ashley M. Fischer, McDermott Will & Emery LLP
Nate Harris, Attorney Advisor, FTC Commissioner Holyoak
Margaret A. Ward, Jones Day

A second Trump administration brings new leadership at the antitrust enforcement agencies and new priorities, but it’s safe to say that health care remains top-of-mind for antitrust enforcers going forward.  In this panel, our speakers will explore recent events and enforcement trends in the transactional space, including:

• Significant new HSR rules, which took effect in February
• Recent enforcement actions and fines relating to alleged violations of the HSR Act
• Update on one year of enforcement under the new Merger Guidelines
• Latest news on state notification requirements and how they impact transactions and timing
• Implications of agency withdrawal of the Competitor Collaboration Guidelines

Chip Hutzler, HMS Valuation Partners
Aletheia Lawry, General Counsel, Savas Health

• Common challenges that smaller health systems are facing–legal and otherwise
• What small systems do well, and what they struggle to do better
• When transacting in the current market, what can a small health system do to help ensure success
• Some smaller health systems thrive, despite the market challenges–how do they do it?
• Examples of specific transaction situations and what the parties did or can do

Jeffery Daigrepont, Senior Vice President, Coker
Stephen Janes, Deputy General Counsel, Greenway Health

• Spotting the red flags: How to identify critical tech risks in pre-M&A due diligence: How to uncover hidden technology risks before they become costly problems during mergers
• Mastering the exit: Effective strategies for ending vendor contracts ahead of time: Secrets to smoothly and efficiently terminate vendor agreements without disruption
• Data migration done right: Crafting a winning strategy for seamless transition. Insights into building a foolproof plan for migrating data with minimal risk and maximum success
• Fortify your merger: Tailoring cybersecurity to prevent breaches. Customize cybersecurity measures to safeguard your merger and avoid inheriting security vulnerabilities
• What vendors wish you knew: Don’t assume the outgoing vendor will be unreasonable. Most vendors offer transition assistance even if it means that are not the go-forward platform.  Learn how to navigate awkward conversations with outgoing vendors

Annapoorani Bhat, PYA PC
Jeanna Palmer Gunville, Polsinelli PC

• What service line carveouts are, why service line carveouts are a key focus in the current environment, and types of service lines that are targets for carveouts
• Legal and regulatory implications when evaluating and supporting service line carveouts
• Key valuation considerations through a discussion of actual case studies
• How health systems and their advisors can prepare the organization for successful service line carveout transactions

Jonathan Elsasser, Clifford Chance
Brian A. Hayles, Bradley Arant

• Antitrust fundamentals
• Introduction to antitrust issues that frequently arise in health care transactions
• Recent antitrust enforcement actions in health care transactions
• Best practices for collaborations with competitors and health care M&A

Jonathan LeCompte, Robinson Bradshaw
Joel Swider, Hall Render

• Several strategies for raising capital for the health system, with a focus on sale-leasebacks
• This session features an attorney representing the buyer/landlord and another attorney representing the seller/tenant in a sale-leaseback transaction. These transactions can generate immediate cash for the health system seller, but they are fraught with traps for the unwary and can lead to long-term regrets if not tackled proactively
• The major considerations for the LOI stage and beyond
• The non-negotiable issues on each side of the transaction and practical tips on how best to argue each side's position

Torrey McClary, Ropes & Gray LLP
Brent McDonald, Juniper Advisory
Shay Strachan, Vice President, Mergers & Acquisitions and Partnership Development, Kaiser Permanente

• Session description to follow

H. Holden Brooks, McGuire Woods
Vic Domen, DLA Piper
Terry G. Williams, Vice Chief Academic Officer – Transformative Solutions, Atrium Health, Wake Forest University, School of Medicine

• Session description to follow

Frank Carsonie, Benesch Friedlander Coplan & Aronoff LLC
Robert Gerberry, Senior Vice President & Chief Legal Officer, Summa Health

• Current headwinds in the market and impact on health care deal making especially financial investors
• Overview of a private equity deal, key deal terms, and expected exits
• Challenges to current exit options for investors including providers
• Pros and cons of options to further secure or unlock value including reorganization to more efficient structure, repurchase of the contributed assets, sale to a strategic buyer, capital infusion for growth, continuation fund transactions, other exits
• Legal considerations and risks related to the exit or continuation options
• Lessons learned and leading indicators to appreciate for deal making in this market

Clare Rager, General Counsel and Chief Legal Officer, Intuitive Health
Alexandra Shalom, Senior Counsel, Foley & Larder LLP

With increasing governmental scrutiny on private equity investment in the health care sector, joint ventures are becoming an even more attractive means for providers to combine resources to leverage each other’s strengths to increase quality and expand their footprints. We will discuss:

• Popular Models: Ambulatory surgical centers (ASCs), clinical co-management arrangements, joint venture management of hospital outpatient departments (HOPDs)
• Regulatory and governance considerations: Stark and Anti-Kickback considerations, OIG guidance, and provider-based billing
• Case study: Intuitive Health–joint venture management of hospital satellite emergency departments offering hybrid emergency and urgent care billing
• Practical considerations for integration

Elizabeth Hodge, Akerman LLP
Gerard Nussbaum, Zarach Associates
Sean Sullivan, Alston & Bird

Artificial intelligence and machine learning tools hold great promise for the future of health care–from reducing clinician burnout and improving data security to more accurately reading imaging studies and identifying at-risk patients.  But how can health care organizations ensure that the vendors they rely on are developing or using AI and machine learning in safe, responsible, fair, and legally compliant ways?  We will discuss managing risks related to AI and third-party vendors.

• The current legal and regulatory landscape, including current federal and state laws and regulations affecting the use of AI and machine learning and evolving legal and regulatory issues
• Potential risks to the health care organization if AI is not properly developed or deployed by the organization or its vendors
• Contractual challenges related to the development of AI and machine learning tools, including vendor due diligence, ownership of data and outputs, liability considerations, insurability, vendor disclosure, and other contract terms 
• Identifying when vendors of a health care organization use AI and machine learning tools to deliver the contracted-for services, identifying potential risks to the organization due to the use of such tools, and protecting the organization from those risks

Kelli Ferry, Deputy Chief Legal Officer, Novant Health
Alexis J. Gilman, Crowell & Moring LLP
Subramaniam Ramanarayanan, NERA Economic Consulting

Transactions involving health care providers continue to receive close scrutiny from federal antitrust agencies and state attorneys general. From the perspectives of in-house counsel, outside counsel, and an economist, this panel will focus on issues that arise and strategies to navigate these issues through the various stages of a transaction, from pre-signing considerations to engagement with antitrust enforcers in investigations through litigation, including:

• Pre-signing considerations and strategies
• Negotiating the definitive agreement
• Preparing for initial engagement with antitrust enforcers
• Navigating the Second Request process
• Preparing for and litigating a merger challenge

Clare Rager, General Counsel and Chief Legal Officer, Intuitive Health
Alexandra Shalom, Senior Counsel, Foley & Larder LLP

With increasing governmental scrutiny on private equity investment in the health care sector, joint ventures are becoming an even more attractive means for providers to combine resources to leverage each other’s strengths to increase quality and expand their footprints. We will discuss:

• Popular Models: Ambulatory surgical centers (ASCs), clinical co-management arrangements, joint venture management of hospital outpatient departments (HOPDs)
• Regulatory and governance considerations: Stark and Anti-Kickback considerations, OIG guidance, and provider-based billing
• Case study: Intuitive Health–joint venture management of hospital satellite emergency departments offering hybrid emergency and urgent care billing
• Practical considerations for integration

Leah D'Aurora Richardson, Foley & Lardner
Karen Kole, ECG Management Consultants

• Strategic partnerships between community hospitals and regionally or nationally renowned specialty programs and physician organizations 
• Obtaining alignment between the community hospital and specialty program/physician organization considering the benefits, challenges, and ultimate partnership goals of both sides of the transactions
• Strategic partnership structure options and compliance/business risks of each option
• Applicable regulatory considerations and guardrails to each strategic partnership structure
• Approach to fair market valuation and key financial terms to ensure successful and compliant financial arrangement
• Recent case studies of rural community provider oncology affiliations, challenges encountered and how the parties found solutions and ultimate alignment in the business terms

Kim Harvey Looney, K & L Gates
Christopher (CJ) Rundell, Sheppard Mullin Richter & Hampton LLP

• What is AI?
• Why do we care?
• How will AI affect the practice of law?
• How will AI affect our clients?
  • Discovery and document review
  • Contract analysis and due diligence
• How are health care stakeholders using AI?
• Ethical issues o Rules and formal ethics opinions

Patrick Cross, Faegre Drinker Biddle & Reath LLP
Michael Ramey, PYA, PC

• Ambulatory services growth trends and value drivers for various industry stakeholders, including strategic buyers (e.g., health systems, health plans, consolidators and private equity firms), including:
  • inpatient to outpatient trends and projections
  • how health systems can compete with investor-owned entities for top assets
  • motivations for ambulatory asset sellers, and
  • threats and opportunities to existing business models
• Reimbursement trends driving ambulatory asset transactions, including payer steerage
• Characteristics of good and bad ambulatory investment opportunities; discuss key regulatory and financial due diligence evaluation matters to ensure investments are well positioned to contribute to growth
• Various transaction structures and available governance models which appeal to various types of ambulatory asset owners
• How to capitalize on value through effective integration, cultural alignment, efficiency identification, and prompt growth pursuits
• Relevant regulatory reviews and enforcement on consolidators of ambulatory assets

Alice Heywood, General Counsel, Wayspring
Danielle Sloane, Bass Berry & Sims PLC

• Session description to follow

William T. Mathias, Bass Berry & Sims
Lisa Wilson, Senior Technical Advisor, Centers for Medicare and Medicaid Services

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. We will discuss:

• Several hypothetical situations and offer suggestions on how best to respond
• Several hypos from the perspective of both the buyer and the seller
• The who, what, when, where, and how of whether the issues in the hypos can be fixed, will need to be disclosed, or can be ignored

Torrey McClary, Ropes & Gray LLP
Brent McDonald, Juniper Advisory
Shay Strachan, Vice President, Mergers & Acquisitions and Partnership Development, Kaiser Permanente

• Session description to follow

Erika Wood, Meliora Law PLLC

• Session description to follow

Kevin McCadden, FTI Consulting
Kristen McDermott Woodrum, McGuireWoods LLP

• Session description to follow

Annapoorani Bhat, PYA PC
Jeanna Palmer Gunville, Polsinelli PC

• Session description to follow

Thomas Hawk, King & Spalding
Benjamin Schecter, Chief, Civil Division U.S. Attorney's Office for the Western District of Kentucky

• Private equity firm investment strategies in health care and key legal structures associated with such strategies
• Key areas of concern identified by federal and state policy makers associated with private equity models in health care
• Key legal issues raised by enforcement agencies  (i.e. DOJ, the FTC, and analogous state agencies)
• Benefits and limitations of private equity investments in health care
• False Claims Act as it relates to private equity in health care
• Case studies/litigation examples

Lynn M. Barrett, Barrett Law, PA
Karen Eastmond, Coker
Raul Ordonez, VP and Chief Compliance Officer, Jackson Health System

Both the November 2023 General Compliance Program Guidance from the OIG and the September 2024 Evaluation of Corporate Compliance Programs from the DOJ emphasize the critical role compliance should play in health care transactions. From the time a transaction is initially considered, through the due diligence period, to the post-transaction time-frame, compliance should be part of the process. This panel comprised of both in-house and outside counsel as well as transaction advisory services compliance consultant will discuss:

• How compliance should be incorporated into a health care transaction's lifecycle
• Why compliance should be part of the transaction team, focusing on OIG and DOJ guidance
• What are some consequences of failing to bring compliance to the table during health care transactions as evidenced by certain government enforcement actions
• Certain contract clauses to be considered for inclusion in transaction documents, as well as recent enforcement activity relating to private equity further illustrating the importance of pre-closing compliance due diligence
• Insights into best practices, compliance diligence, and post-transaction integration
• Best practices and key takeaways for the session

Frank Carsonie, Benesch Friedlander Coplan & Aronoff LLC
Robert Gerberry, Senior Vice President & Chief Legal Officer, Summa Health

• Current headwinds in the market and impact on health care deal making especially financial investors
• Overview of a private equity deal, key deal terms, and expected exits
• Challenges to current exit options for investors including providers
• Pros and cons of options to further secure or unlock value including reorganization to more efficient structure, repurchase of the contributed assets, sale to a strategic buyer, capital infusion for growth, continuation fund transactions, other exits
• Legal considerations and risks related to the exit or continuation options
• Lessons learned and leading indicators to appreciate for deal making in this market

Avery Schumacher, Epstein Becker & Greene PC
Joseph Sgro, Associate General Counsel, TriHealth

• Key considerations involved in structuring telehealth arrangements between various stakeholders, including hospitals, physician groups, and digital health vendors
• Practical negotiation insights and strategies from in-house and outside counsel perspectives
• Regulatory challenges that inform and impact the structure of these arrangements related to licensure, scope of practice, corporate practice of medicine, reimbursement, fraud and abuse, and privacy and security
• Digital health specific contract provisions to understand and include, related to credentialing by proxy, compensation models, technology partnerships, and data ownership
• Practical guidance and actionable tips for stakeholders navigating the evolving digital health contracting landscape

Ragini Acharya, Husch Blackwell
Sarah Radunsky, Associate General Counsel, Legal Affairs, Children’s Hospital Colorado  Aurora CO

• Hospital consolidations bring together diverse organizations with distinct leadership, culture, and governance structures. Ensuring effective governance is essential for a merger to succeed, the process of that success often includes complex challenges.
• Key governance challenges, success strategies, and practical tips and solutions for success
• Governance integration is a critical component to any successful consolidation and lessons learned from some suboptimal affiliation relationships
• Board structure and composition
• Leadership integration and role clarity
• Cultural alignment between merging entities
• Decision-making processes and organizational control
• Ensuring regulatory compliance during and after consolidation

Steven Chananie, Sheppard Mullin
Ross Ronan, Ronan Healthcare Compliance

• Conducting a compliance due diligence audit under attorney-client privilege: Understand the process of compliance audits and accessing PHI under the HIPAA transaction exception, focusing on sampling structure, error rate analysis, and potential exposure reporting 
• Evaluating error rates and risk exposure: Explore error rate calculations using discovery samples and a six-year lookback and understand their impact on deal negotiations and structures
• Statistical sampling techniques for high-risk areas: Explore the selection of high-utilization, high-risk codes like E/M and infusions, and how statistically valid samples can offer a clearer picture of potential compliance breaches
• Estimating potential financial and operational impact: Learn about estimating the potential financial consequences of compliance risks identified in due diligence and their influence on post-close strategies
• Post-close compliance strategies: Discover actionable steps to manage identified risks post-close, including lookbacks on error rates and ongoing monitoring of compliance in high-risk areas

Steven Bender, Chief Legal Officer, Henry Ford Health
Gerald M. Griffith, Jones Day
Michelle Stohlmeyer Russell, Boston Consulting Group

• Session description to follow

Ashley M. Fischer, McDermott Will & Emery LLP
Nate Harris, Attorney Advisor, FTC Commissioner Holyoak
Margaret A. Ward, Jones Day

A second Trump administration brings new leadership at the antitrust enforcement agencies and new priorities, but it’s safe to say that health care remains top-of-mind for antitrust enforcers going forward.  In this panel, our speakers will explore recent events and enforcement trends in the transactional space, including:

• Significant new HSR rules, which took effect in February
• Recent enforcement actions and fines relating to alleged violations of the HSR Act
• Update on one year of enforcement under the new Merger Guidelines
• Latest news on state notification requirements and how they impact transactions and timing
• Implications of agency withdrawal of the Competitor Collaboration Guidelines

Jonathan LeCompte, Robinson Bradshaw
Joel Swider, Hall Render

• Several strategies for raising capital for the health system, with a focus on sale-leasebacks
• This session features an attorney representing the buyer/landlord and another attorney representing the seller/tenant in a sale-leaseback transaction. These transactions can generate immediate cash for the health system seller, but they are fraught with traps for the unwary and can lead to long-term regrets if not tackled proactively
• The major considerations for the LOI stage and beyond
• The non-negotiable issues on each side of the transaction and practical tips on how best to argue each side's position

Kim Harvey Looney, K & L Gates
Christopher (CJ) Rundell, Sheppard Mullin Richter & Hampton LLP

• What is AI?
• Why do we care?
• How will AI affect the practice of law?
• How will AI affect our clients?
  • Discovery and document review
  • Contract analysis and due diligence
• How are health care stakeholders using AI?
• Ethical issues o Rules and formal ethics opinions

Patrick Cross, Faegre Drinker Biddle & Reath LLP
Michael Ramey, PYA, PC

• Ambulatory services growth trends and value drivers for various industry stakeholders, including strategic buyers (e.g., health systems, health plans, consolidators and private equity firms), including:
  • inpatient to outpatient trends and projections
  • how health systems can compete with investor-owned entities for top assets
  • motivations for ambulatory asset sellers, and
  • threats and opportunities to existing business models
• Reimbursement trends driving ambulatory asset transactions, including payer steerage
• Characteristics of good and bad ambulatory investment opportunities; discuss key regulatory and financial due diligence evaluation matters to ensure investments are well positioned to contribute to growth
• Various transaction structures and available governance models which appeal to various types of ambulatory asset owners
• How to capitalize on value through effective integration, cultural alignment, efficiency identification, and prompt growth pursuits
• Relevant regulatory reviews and enforcement on consolidators of ambulatory assets

Lynn M. Barrett, Barrett Law, PA
Karen Eastmond, Coker
Raul Ordonez, VP and Chief Compliance Officer, Jackson Health System

Both the November 2023 General Compliance Program Guidance from the OIG and the September 2024 Evaluation of Corporate Compliance Programs from the DOJ emphasize the critical role compliance should play in health care transactions. From the time a transaction is initially considered, through the due diligence period, to the post-transaction time-frame, compliance should be part of the process. This panel comprised of both in-house and outside counsel as well as transaction advisory services compliance consultant will discuss:

• How compliance should be incorporated into a health care transaction's lifecycle
• Why compliance should be part of the transaction team, focusing on OIG and DOJ guidance
• What are some consequences of failing to bring compliance to the table during health care transactions as evidenced by certain government enforcement actions
• Certain contract clauses to be considered for inclusion in transaction documents, as well as recent enforcement activity relating to private equity further illustrating the importance of pre-closing compliance due diligence
• Insights into best practices, compliance diligence, and post-transaction integration
• Best practices and key takeaways for the session

Jeffery Daigrepont, Senior Vice President, Coker
Stephen Janes, Deputy General Counsel, Greenway Health

• Spotting the red flags: How to identify critical tech risks in pre-M&A due diligence: How to uncover hidden technology risks before they become costly problems during mergers
• Mastering the exit: Effective strategies for ending vendor contracts ahead of time: Secrets to smoothly and efficiently terminate vendor agreements without disruption
• Data migration done right: Crafting a winning strategy for seamless transition. Insights into building a foolproof plan for migrating data with minimal risk and maximum success
• Fortify your merger: Tailoring cybersecurity to prevent breaches. Customize cybersecurity measures to safeguard your merger and avoid inheriting security vulnerabilities
• What vendors wish you knew: Don’t assume the outgoing vendor will be unreasonable. Most vendors offer transition assistance even if it means that are not the go-forward platform.  Learn how to navigate awkward conversations with outgoing vendors

Kelli Ferry, Deputy Chief Legal Officer, Novant Health
Alexis J. Gilman, Crowell & Moring LLP
Subramaniam Ramanarayanan, NERA Economic Consulting

Transactions involving health care providers continue to receive close scrutiny from federal antitrust agencies and state attorneys general. From the perspectives of in-house counsel, outside counsel, and an economist, this panel will focus on issues that arise and strategies to navigate these issues through the various stages of a transaction, from pre-signing considerations to engagement with antitrust enforcers in investigations through litigation, including:

• Pre-signing considerations and strategies
• Negotiating the definitive agreement
• Preparing for initial engagement with antitrust enforcers
• Navigating the Second Request process
• Preparing for and litigating a merger challenge

Kevin McCadden, FTI Consulting
Kristen McDermott Woodrum, McGuireWoods LLP

• Session description to follow

Ragini Acharya, Husch Blackwell
Sarah Radunsky, Associate General Counsel, Legal Affairs, Children’s Hospital Colorado  Aurora CO

• Hospital consolidations bring together diverse organizations with distinct leadership, culture, and governance structures. Ensuring effective governance is essential for a merger to succeed, the process of that success often includes complex challenges.
• Key governance challenges, success strategies, and practical tips and solutions for success
• Governance integration is a critical component to any successful consolidation and lessons learned from some suboptimal affiliation relationships
• Board structure and composition
• Leadership integration and role clarity
• Cultural alignment between merging entities
• Decision-making processes and organizational control
• Ensuring regulatory compliance during and after consolidation

Steven Chananie, Sheppard Mullin
Ross Ronan, Ronan Healthcare Compliance

• Conducting a compliance due diligence audit under attorney-client privilege: Understand the process of compliance audits and accessing PHI under the HIPAA transaction exception, focusing on sampling structure, error rate analysis, and potential exposure reporting 
• Evaluating error rates and risk exposure: Explore error rate calculations using discovery samples and a six-year lookback and understand their impact on deal negotiations and structures
• Statistical sampling techniques for high-risk areas: Explore the selection of high-utilization, high-risk codes like E/M and infusions, and how statistically valid samples can offer a clearer picture of potential compliance breaches
• Estimating potential financial and operational impact: Learn about estimating the potential financial consequences of compliance risks identified in due diligence and their influence on post-close strategies
• Post-close compliance strategies: Discover actionable steps to manage identified risks post-close, including lookbacks on error rates and ongoing monitoring of compliance in high-risk areas