Healthcare Corporate & Transactional Law

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Conducting Due Diligence to Practice Purchase & Management

Because of the fluidity in the regulatory environment of the health care industry, it is critical to understand the unique challenges that come with owning and operating a health care business. Even a long-time practice owner may be unaware of every legal nuance that surrounds the most widely regulated industry in the U.S. and, therefore, can open the practice to legal complications.

As a result of the variety of risks that coincide with purchasing, operating, or selling a business, it’s important that the interests of you and your business are best protected throughout the entire transactional process. From the start-up documents needed to establish a health care entity to the legal processes of creating management companies, such as Management Services Organizations, set your sights on working with a team who customizes a plan to fit your goals.

Pre - Practice Acquisition

Business opportunities within the health care industry come with their own realm of challenges, which can start as early as the purchasing phase. To start, you’ll want a due diligence review before moving forward with the purchase, acquisition, or merge of a business. Why? Because it can be the first step to catching any red flags, which, in turn, protects you and your company from potential administrative, civil, and criminal liabilities. Aside from conducting due diligence, certain documents need to be created and processes need to be understood. These can include, but are not limited to:

    • Asset Purchase Agreement
    • Bill of Sale or Assignment of Interest
    • Change of Ownership (“CHOW”)
    • Management Agreement
    • Stock Purchase Agreement

Healthcare Business Start-Up Documents

To get your business up-and-running, various start-up documents are needed, which encompass a wide range of aspects. If you’ve formed a new business, you’ll need Articles of Incorporation, while notifications to governmental agencies are required when the ownership of an existing company changes hands. There are also documents required to comply with 26 U.S. Code § 1445 when real estate is purchased on behalf of a business. Examples of additional forms include:

    • Foreign Affidavit
    • Management Services Organization Agreement
    • Operating Agreement

Healthcare Contract Management

Running a business often means working with outside vendors. Whether you’re hiring a marketing company or merging with another organization, you want to make sure the interests of your business are being kept at the forefront. Especially with the strict regulations surrounding the healthcare industry, it’s important that federal statutes and laws—such as Anti-Kickback and Physician Self-Referral—are being complied with. Below are some of the contractual documents your team needs to prepare for:

    • Amendments to certain terms and conditions of executed agreements
    • Joint Venture Agreement
    • Marketing Agreement
    • Merger Agreement
    • Professional Services Agreement

Health Care Practice Management

After your business is all set up externally, it’s time for you to focus on the internal aspects of your practice. From shareholder agreements to bylaws, there are specific documents pertaining to internal practice management which ensure that everything is running smoothly. These documents also allow for transparency within the business for everyone from executive board members to entry-level employees. Examples of the documentation you will need drafted include:

    • Assignment of Interests
    • Bylaws
    • Corporate Minutes
    • Corporate Resolutions
    • Membership Resolutions
    • Shareholder Agreement

Healthcare Corporate Transactions Attorneys

If you find that the information above was overwhelming, don’t worry. Our team of health care business contract attorneys has extensive knowledge of health care law, and passion for seeing our clients succeed. We’re ready to provide you with legal and compliance services that cover all areas of corporate transactions.

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