Healthcare M&A From Process to Diligence to Execution: Deal Traps for the Unwary

(304 Ratings)

Produced on: June 08, 2015

Course Format On Demand Audio

Taught by

Categories:

Course Description

Time 93 minutes
Difficulty Intermediate

This seminar provides a hands-on practical guide to the healthcare M&A process, addressing the various contexts for M&A (e.g. auction, proprietary, joint venture), the best way to organize and highlight due diligence risks, and finally how to protect a buyer from healthcare related financial, regulatory and operation risk post-closing in the definitive M&A documentation. 

 

Two seasoned healthcare practitioners, Mr. Donovan and Mr. Geilfuss of Foley & Lardner LLP, help layout the unique aspects of the healthcare due diligence process, the best ways to identify risks and suggest alternatives to mitigating those risks.  More than an overview, specific tools and language will be suggested to accelerate deal process, create a business-oriented practical approach to risk identification and mitigation, and implement a pro-active solution orientation for healthcare professionals as part of broader deal teams. 

 

Learning Objectives: 

I.      Learn to plug into various deal formats at the inception of a kick-off meeting to have maximum effectiveness and promote early detection of healthcare risks

II.     Listen to ways to organize and prioritize various items of diligence including the use of outside billing and valuation consultants

III.    Understand how to categorize healthcare risks into “buckets” including successor liability, regulatory, legislative, reimbursement and licensure

IV.    Analyze modifications to typical M&A definitive documents to address unique healthcare issues and conditions.  

V.     Come away with an appreciation of and sensitivity to healthcare issues in M&A, moving beyond identification of risks to practical deal solutions to risk mitigation

Faculty

Christopher J. Donovan

Foley & Lardner LLP

Christopher J. Donovan is a partner with Foley & Lardner LLP. He focuses his practice on advising companies and their investors and lenders in mergers and acquisitions, recapitalizations, buyouts and restructurings as well as advising on a broad range of commercial arrangements. Mr. Donovan has particular experience in the health service, particularly post-acute, and life sciences sectors. He has a unique blend of deep regulatory as well as corporate and finance experience to bring to a transaction as a result of his consummating dozens of health and life science deals, both domestic and international. He is a member of the firm’s Health Care and Life Sciences Industry Teams as well as the Private Equity & Venture Capital Practice.

 

Prior to joining Foley, Mr. Donovan was a member of the Corporate and Health Practice Groups for 29 years in the Boston office of McDermott Will & Emery LLP.

 

Recognition

  • Mr. Donovan has been Peer Review Rated as AV® Preeminent™, the highest performance rating in Martindale-Hubbell's peer review rating system. He was recently recognized by the Legal 500 for his work in the area of health care – service providers (2014).
  • Representative Transactions
  • Represented Revera Inc., a leading provider of seniors’ accommodation, in a new co-investment with Health Care REIT in the ownership of the Sunrise Senior Living management company.
  • Represented Revera Inc., a leading provider of seniors’ accommodation, care and services, in its formation of a $1.35 (CND) billion joint venture with Health Care REIT, one of North America’s largest seniors housing and health care real estate investment trusts
  • Represented a national, private equity backed post acute, complex care management firm in an innovative, market leading joint venture with a regional nonprofit acute care hospital chain to structure ACO ready products and service offerings for full inpatient/outpatient care as well as bundled payment and episodic care service offerings to MCOs
  • Represented a German multi-national in connection with its acquisition from a major U.S. life science company of its dental antibiotic product and division consisting of a market leading drug, entire workforce and related supply chain
  • Represented a German multi-national in connection with the acquisition of technology assets from a U.S. public company, including assets in the United States, Malaysia, Singapore and Switzerland; work included world-wide anti-trust approvals
  • Represented a Canadian publicly-traded long term care company in its $2.7 billion go-private transaction in the United States
  • Represented one of the largest global private equity firms in connection with its acquisition of a healthcare information technology service, including regulatory, fraud and abuse and reimbursement related services in the United States
  • Represented several major U.S. based skilled nursing and ancillary service providers in connection with acquisition and debt financing transactions totaling over $5 billion
  • Represented several private equity companies in the leveraged buyout of a major behavioral health chain
  • Outside U.S. general counsel to one of the premier global management consulting firms, including benefits, litigation, bankruptcy, investment, anti-trust, trade and general corporate advice
  • Represent a German-based, global precious metals company and U.S. affiliates in numerous U.S. mergers and acquisition involving precious metal manufacturing concerns, including those related to auto OEM products, medical device components and related businesses
  • Represented one of the largest US-based private equity firms in connection with U.S. healthcare regulatory matters transactions

 

Education

Mr. Donovan earned his law degree from Boston College Law School (J.D., 1981). While in law school, Mr. Donovan was a member of the Boston College International Comparative Law Review. His undergraduate degree was conferred, magna cum laude, from Georgetown University (B.S.F.S., 1978).

C. Frederick Geilfuss II

Foley & Lardner LLP

C. Frederick Geilfuss II is a partner and health care lawyer with Foley & Lardner LLP. Mr. Geilfuss counsels health systems, hospitals, medical clinics, rehabilitation agencies, nursing homes, and other health care providers on general operational concerns, regulatory and business matters. He has many years of experience in health care acquisitions, integrated delivery service issues, managed care contracting, defense of providers against government enforcement actions, finance, real estate, administrative and medical staff issues, physician recruitment, fraud and abuse matters, and other health law issues. He is a member of the firm’s Health Care Industry Team. Mr. Geilfuss is co-chair of the Health Care Industry Team Business and Transactions Work Group.

Before joining the firm, Mr. Geilfuss served as a law clerk to the Hon. Harlington Wood, Jr., Circuit Judge, on the United States Court of Appeals, Seventh Circuit. Upon completing the clerkship, he became an attorney on the Civil Division Appellate Staff at the United States Department of Justice, representing the United States Department of Health and Human Services in matters involving Medicare and Medicaid, as well as other federal agencies.

 

Recognition

  • Mr. Geilfuss has been recognized as one of the nation’s outstanding health care transaction lawyers by Nightingale’s Health Care News. He also has received a Lilly Award for his service on behalf of the mentally ill. Mr Geilfuss has been recognized for inclusion in The Best Lawyers in America© in the area of health care law.

 

Education

  • Mr. Geilfuss graduated from the University of Wisconsin Law School (J.D., cum laude), where he was elected to the Order of the Coif and was an editor of the University of Wisconsin Law Review. He also is a graduate of the University of Wisconsin School of Economics (M.A.), and Williams College (B.A., cum laude).
  • Professional Memberships
  • Mr. Geilfuss’ professional memberships include the Health Law Section of the State Bar of Wisconsin, the Health Law Section of the American Bar Association, and the American Health Lawyers Association.

Reviews

AF
Ann F.

Very good

JR
Joan R.

Overview content was excellent and presented in a sequential manner that is important to the nature of the information.

AW
Adele W.

High level, general review of healthcare M&A transactions and due diligence, including substantial emphasis on concerns unique to healthcare as a regulated industry

DR
Diane R.

Very thoughtful insights.

CW
Craig W.

Exceptional program, very high quality. Well done.

HM
Heather M.

Excellent. Much higher quality than many of the others I have seen.

CO
Chukwuka O.

Great Instructor!

EC
Edward C.

Excellent treatment of due diligence issues

TS
Terence S.

Very well done!

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$89

$ 89 Business, Corporate, & Securities Law, Health Care Law, and Mergers & Acquisitions In Stock

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