Nonprofit and For-Profit Hospitals and Health Systems

Goodwin advises nonprofit and for-profit hospitals and health systems on all corporate, governance and healthcare matters, including nonprofit, charitable organizations, and attorney general matters; mergers, acquisitions, affiliation, member substitution and joint ventures (including JVs and other transactions with for-profit partners); regulatory compliance; government investigations and enforcement actions; physician/hospital relations; government and private payor reimbursement and contracting; and litigation and dispute resolution – as well as the unique issues confronting charitable organizations providing healthcare.

We have deep experience in nonprofit organizational structuring, tax-exempt financing, charitable organization governance, attorney general oversight, unrelated business taxable income, Forms 990 and 990-PF compliance, excess benefit transaction matters, and, for transactions involving nonprofit entities, compliance with requirements of the Internal Revenue Service and the Community Health Care Assets Protection Act, as well as other state attorney general requirements.

Transactions

We assist our clients with mergers and acquisitions, joint ventures, affiliations, partnering arrangements and member substitution, 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 on 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.

Our transactional lawyers frequently collaborate with Goodwin colleagues across various practice areas to address client issues effectively. We have expertise in handling the Office of the Attorney General’s Review Protocol for Fundamental Change Transactions Affecting Health Care Nonprofits, serving both as counsel to healthcare providers involved in sales and as counsel to related charitable entities impacted by these transactions. Additionally, we have represented charitable organizations in the Orphans’ Court Division of the Court of Common Pleas, securing approvals for mergers and conducting necessary cy pres proceedings.

Antitrust & Competition

Our seasoned antitrust attorneys counsel nonprofit and for-profit hospitals and health systems, comply with antitrust and healthcare regulatory requirements and overcome challenges from competitors and the states and federal government. We are experienced in dealing with the staff and leadership of the antitrust divisions of the FTC and the DOJ’s Antitrust Division, and the offices of state attorneys general nationwide. We partner with the client and, when appropriate, leading economists to understand and advise on the implications of proposed transactions under these agencies’ healthcare and horizontal merger guidelines and the best strategies for steering such transactions through the enforcement agencies. We have significant experience assisting clients in connection with Hart-Scott-Rodino filings and proceedings, including determination of whether filings are required, handling negotiation and narrowing of second requests, and advocating before the antitrust regulators. In recent years, we have shepherded dozens of transactions through this process and obtained approval for a number of transactions that were initially questioned by regulatory authorities.

Healthcare Lending - Loan Structuring

We advise nonprofit and for-profit hospitals and health systems on healthcare financing transactions involving a range of loan structuring and restructuring matters. Our familiarity with both lenders and borrowers in healthcare financing transactions allows us to offer deal efficiency and transactional expertise. We are experienced in a wide range of loan structures in transactions for acquisition financing, asset carve outs and dispositions, construction loans, bridge loans, term loans, asset-based revolving loans, and operating lines of credit for our hospital and health systems clients.