Healthcare Antitrust Issues Beyond Formal Mergers: Joint Ventures, ACO's and Clinical Integration

(2073 Ratings)

Produced on: September 18, 2015

Course Format On Demand Audio

Taught by


Course Description

Time 60 minutes
Difficulty Intermediate

This seminar, presented by Sheppard Mullin partner David Garcia, provides an overview of the antitrust issues peculiar to currently evolving healthcare provider transactions short of full-fledged conventional mergers that have quickly proliferated as healthcare providers attempt to respond to the changing environment created by the Affordable Care Act. These transactions typically have as their major economic purpose the creation of an ability to jointly negotiate with private third party payor plans on behalf of healthcare providers who would otherwise be prevented from doing so collectively by conventional antitrust principles. Resort to transactions and corporate structures to achieve these goals short of a full-fledged merger in turn springs, at least in large part, from a recognition of the enhanced scrutiny and regulatory skepticism now confronting conventional horizontal mergers between healthcare providers like hospitals and large doctor groups.


The types of structures that will be considered in the seminar include joint ventures, accountable care organizations, various sorts of physician/hospital affiliations, and a species of management and economic integration peculiar to the healthcare marketplace known as "clinical integration" which does not actually require any specific corporate transactional form. Each of these alternative transactions short of a standard merger presents its own particular antitrust concerns, and unlike the conventional merger context, in which the concerns typically involve an analysis of whether the merged entity will be able to exercise market power, some of these structures also raise complex issues under Section 1 of the Sherman Act, which prohibits conspiracies and agreements in restraint of trade between independent economic actors.


Learning Objectives:

I.   Summarize a concise cataloguing of the various types of proliferating healthcare corporate and organizational structures now sweeping provider-side healthcare short of classic mergers

II.  Understand the antitrust risks associated with each of these corporate structures

III. Identify business objectives and/or market characteristics that could make one or more of these structures more or less commercially and/or organizationally attractive

IV. Introduce the status of legal review by agencies and the courts of these various alternatives



David R. Garcia

Sheppard Mullin

David Garcia is a partner in Sheppard, Mullin, Richter & Hampton LLP's Century City office, where he is also the Office Managing Partner. He is a litigator with a broad background in complex civil litigation for major U.S. companies, including extensive class action and multidistrict litigation experience. His practice focuses principally on antitrust litigation and counseling with particular emphasis on the entertainment industry, provider side healthcare mergers and the intersection between antitrust and intellectual property in litigation and joint ventures.


Areas of Practice

Mr. Garcia's antitrust litigation experience includes price fixing cartel defense, patent related monopolization claims and representation of clients in connection with civil and criminal investigations by the Federal Trade Commission and the antitrust division of the U.S. Department of Justice. He counsels extensively on joint ventures, mergers and acquisitions and competitor collaborations in healthcare, for a broad range of hospitals and doctor groups throughout the U.S. including second requests and divestiture negotiations with both the FTC and DoJ. His broad ranging antitrust litigation background also includes major matters involving standard setting, state action immunity, and contested mergers. He also counsels and litigates in a variety of vertical distribution situations, including dealer termination, vertical pricing restrictions, franchise termination disputes and counseling and litigation involving multilevel marketing organizations. Finally he counsels joint ventures in the formation stage and through ongoing antitrust monitoring.


Clients for whom he has worked include: Arcadian Medicare Advantage Insurance, a broad variety of physician groups and for profit and non profit hospital systems throughout the U.S., The Secure Content Storage Association LLC, The Digital Cinema Initiative, LLC, Lending Tree, Samsung, Epson America, China Mobile, Sprint, Carrier Airconditioning, Herbalife, Amgen, Barnes & Noble, Warner Home Video, The Digital Cinema Initiative, LLC, and Playboy Enterprises, Inc.


Mr. Garcia has also handled wide-ranging securities litigation, first in New York and later in California, that has included class action defense, the defense of derivative litigation on behalf of both individuals and companies, litigation arising out of mergers and acquisitions, and internal corporate investigations. He has also had extensive experience representing companies and individuals in investigations commenced by the Securities and Exchange Commission.

Companies for whom he has worked in the securities area include: Credit Suisse; First Boston; The Special Committee of the Board of Diamond Multimedia, Inc.; BT Securities; Montgomery Securities; Bank of America; the outside directors of FarWest Financial Savings & Loan.



J.D., Georgetown University, 1979

B.A., Harvard University, 1976, cum laude


Erin N.

Very comprehensive, substantive, and helpful presentation!

Gregory C.

Very knowledgeable presenter.

William S.


Dennis S.

Very clear presentation especially to someone like me who does not practice antitrust law.

Linda K.

Very timely and informative!

Alexandra G.

Excellent presentation. I'd like to see this presenter do a "nuts and bolts" presentation on various arrangements he mentions.

patrick r.


Wallace R.

Very informative

Anthony L.

Excellent presentation of a newly evolving & important body of legal advances

Yasmine R.

Easy to listen to this presenter

Jennie C.

Lawline's online format is wonderful for CLE. Very user friendly and intuitive, and I love that I can swap out the video and slides, and add my own notes.

John J. P.

Very useful presentation!

cindy W.

So much to think about regarding this

William G.

This course is highly informative for the antitrust novice. Unfortunately, the subject matter is far beyond the realm of my practice.

Timothy N.


Howard K.


Dale D.


Lawrence R. F.

good basic information

Mark M.

nicely addresses health care merger issues in anti trust context.

Lynne C.

A very complicated topic to present in one hour - especially to viewers with not much background in this area. Mr. Garcia is clearly very knowledgeable and covered a lot of ground.

Patricia F.

Very incisive

Lee C.

good topic

Deon F.

this was great

Susan M. B.

Relevant information in today's changing health care environment. Detailed slides helpful

Suzanne T.


Meah C.

concise, great, even for entry-level listeners

Steven F.

Very good presentation on complex topic.

reuben c.

good job!

Kathryn B.

Excellent presenter.

Gbolahan E.

Very helpful

Suuzen Ty A.

Extremely interesting explanation of how health-care businesses are teaming up post-Affordable Care Act, and when the coordination between entities may voilate antitrust laws.

Henry G.

Great presenter and knows his subject!!

Pamela B.

Absolutely terrific delivery regarding a complicated and changing arena

George E.

Very well done

Maryalice K.

I look forward to more seminars on this topic including setting up and selling home health agencies, hospitals, clinics etc.

Jeffrey B.


Abrar Q.

Interesting and detailed

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$ 59 Business, Corporate, & Securities Law, Health Care Law, Mergers & Acquisitions, and Antitrust In Stock


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