Ober|Kaler’s Health Law Group has an impressive background in the full spectrum of business issues faced by health care providers today.
We provide legal services related to:
Our extensive experience and deep knowledge of health law and business issues, combined with the national scope of our practice, allows us to help clients develop business strategies designed to meet their short- and long-term objectives.
Mergers, Acquisitions, Affiliations, Strategic Alliances and Divestitures
In the ever-changing environment of the health care industry, mergers, acquisitions, affiliations, strategic alliances and divestitures are often necessary to create efficiencies and meet business objectives.
Ober|Kaler routinely structures and implements such transactions for every sector of the nonprofit and for-profit health care industry, including:
In addition to our extensive experience in drafting and negotiating asset, stock purchase, and affiliation agreements and other transactional documents, our services in this area include advising on all pertinent regulatory issues, including antitrust, tax, anti-kickback, Stark, Medicare reimbursement, state licensing, environmental, employee benefits and labor.
Physician Integration Strategies
Many health care systems are aggressively implementing physician integration strategies, including practice acquisition and direct employment, pay for performance, gain-sharing, recruitment arrangements, professional services agreements and medical directorships.
Ober|Kaler has significant experience in developing alignment models, structuring the transactions, assisting with negotiations and preparing the necessary agreements. Our services in this area also include counseling clients on difficult regulatory, tax exemption and reimbursement issues that permeate the entire spectrum of hospital-physician relationships.
Joint ventures are often a key component of a health care system’s strategic plan, whether they are with physicians, other hospitals or health systems, home health agencies, laboratories, pharmacies or durable medical equipment suppliers.
Ober|Kaler has substantial experience in crafting creative joint ventures, including providing advice during the early planning stages on feasibility, corporate structure, protection of tax exemption, unrelated business income issues and contractual relationships. During the implementation phase, we advise on financing, securities issues, ERISA and employment matters, and draft the necessary venture documents. We structure ventures to achieve full compliance with the requirements of Medicare, the Antikickback Statute and the Stark Law, while preserving the business objectives of the parties.
Corporate Structuring and Reorganization
The strategic goals of health care providers require the selection and design of business and transaction models that will enhance the chances of success, while minimizing corporate housekeeping burdens.
Ober|Kaler has a deep well of experience advising providers on the best choice of corporate structure – both to achieve their long-term goals as well as to implement specific transactions. We tailor our recommendations carefully to the needs of the client, and may employ a range of options, including limited liability companies, joint operating agreements, sole corporate member relationships and various for-profit corporate and partnership structures.
We have advised numerous multi-corporate entities on a host of reorganization issues that emerge as systems evolve in order to ensure that they are able to respond rapidly to the challenges of the marketplace. Rather than simply recommending the latest popular option, our team looks at all the applicable corporate, regulatory, tax and reimbursement issues simultaneously to ensure that our recommended structure will be successful. Where indicated, we work closely with local counsel and provide advice on practical as well as legal matters.
Innovative Health Care Arrangements
Ober|Kaler has a wealth of experience in implementing complex transactions unique to the health care industry, including structuring in-store health care retail clinics, managed care and pharmacy benefit manager contracting, 340B pharmacy arrangements, group purchasing organization memberships, academic affiliations and transactions with electronic medical record vendors and other suppliers.
Together with our colleagues from other practice groups within the firm, we routinely advise clients on health care real estate and hospital construction matters. Our goal is to ensure “win-win” outcomes, even in the most difficult negotiations, and to ensure compliance with all applicable statutory and regulatory requirements.
At Ober|Kaler, our substantial experience in the health care financing area focuses primarily on borrowers – as opposed to issuers, underwriters or financial advisors. We have advised numerous hospital systems in financing and refinancing transactions with a focus on both the basic financing issues, as well as the complicated and inter-related issues involving tax and securities applicable to tax-exempt bond transactions.
The services we provide to our health care clients are augmented by the invaluable benefit of our collaboration with colleagues from our Business Group and Tax Group. Each of these practices brings extensive experience representing commercial loan departments, corporate trust departments of commercial banks, leasing subsidiaries of bank holding companies and other for-profit corporations in financing, refinancing and workout transactions. Our team has also helped structure major equipment and real estate financing transactions for health care providers.
Intellectual property protection is playing an increasingly vital role in the health care sector. In addition to protecting their traditional IP – copyright, trademarks and patents – some organizations, particularly those in the pharmaceutical, academic, medical and biotech sectors, are benefiting from the lucrative revenue streams that licensed IP assets can provide. Businesses are also appreciating the value of protecting customized processes and procedures – operational efficiencies that give them a competitive advantage.
Ober|Kaler attorneys have decades of experience assessing and protecting IP rights in technology, works of authorship and trademarks. Our lawyers provide legal advice and strategic consulting with respect to the development, acquisition, negotiation and licensing of complex information systems, networks and software; computerized records management; privacy protection; Internet and technology use policies and other e-commerce issues.
If IP infringement does occur, our lawyers are ready for expeditious action. We have successfully prosecuted and defended numerous injunction proceedings arising out of trade secret, covenants-not-to-compete and non-solicitation disputes.
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