Long-Term Care Organizations

Goodwin supports long-term care organizations such as skilled nursing facilities, assisted living facilities, and continuum care communities in managing their operations and navigating complex transactions. This includes ownership, operation, leasing, management, mergers and acquisitions, strategic transactions, vendor negotiations, and compliance with government regulations, particularly concerning fraud and abuse laws and relationships with third-party post-acute ancillary providers such as pharmacies, home health services, hospices, and rehabilitation centers. Our aim is to foster their growth and success.

Whether you are seeking capital, restructuring your business, acquiring or disposing or spinning off businesses, or resolving regulatory matters, chances are Goodwin has already handled a matter like yours.

We are special counsel to one of the nation’s largest assisted and retirement living groups. Goodwin has counseled this client in a number of jurisdiction-specific transactional and regulatory matters, including sale transaction and the intersection of fraud and abuse, licensure, certificates of need, resident care, professional relations, and healthcare and pharmaceutical services issues. We also have advised assisted living and skilled nursing facilities on numerous bond financing matters, other financing matters, and various transactional matters.

Transactions

We assist our long-term care organization clients with mergers and acquisitions, joint ventures and partnering arrangements, restructurings and reorganizations, dispositions and carve-outs, and venture capital and other transactions. We also advise clients on a wide range of agreements with vendors, suppliers, purchasing groups, payors (including Medicare and Medicaid), PBMs, PDPs, wholesalers and residents. We are experienced in advising long-term care organization clients on the regulatory compliance issues attendant to transactions, including fraud and abuse issues, safe harbor regulations, and regulatory issues impacting relationships with other participants in the continuum care chain.

Regulatory and Compliance

We represent long-term care organizations in dealing with regulatory issues affecting commercial healthcare transactions, as well as those impacting their operations. These issues generally fall under federal fraud and abuse laws, (including the federal Anti-Kickback Statute and safe harbors), Stark, civil monetary penalties law, the False Claims Act, healthcare fraud statutes, the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and Medicare Parts A, B and D and state, regulatory requirements concerning operations, facility management, local code requirements and resident rights.

Goodwin also has a practice focused on HUD- and GNMA-insured construction and permanent financing of senior housing; independent living and assisted-living facilities; skilled nursing homes; hospitals; and HUD Section 202 properties. Clients include lenders, REITS, developers and operators. We provide basic business and tax planning, corporate articles and bylaws, joint venture agreements and applications for IRS tax exemption, including clarification of relationships between for-profit and nonprofit partners. We also represent hospitals, HMOs, clinics, physician groups, insurance companies and investment funds that provide funding for new assisted-living and healthcare ventures. We also have litigated complex insurance and reinsurance issues and counseled clients on relevant state laws and regulations, including Medicaid.