Physician Practice Management

Today's healthcare landscape presents unprecedented challenges for providers, with physicians needing to navigate an increasingly complex marketplace. Goodwin advises sponsors and physician groups on mergers and acquisitions, affiliations, and strategic transactions, helping them thrive in this dynamic environment.

We are sensitive to the issues that arise in the context of acquiring PPM or MSO organizations in structuring these transactions and performing comprehensive due diligence reviews of acquisition targets, including:

• developing equity rollover and incentive structures that are informed by broad exposure to the market and experience in rollup programs over many years across many types of practices, designed to optimize retention, align incentives and promote growth
• application of time-tested techniques for assuring smooth execution and integration
• identification and review of any enforcement actions or on-going litigation relating to healthcare regulatory compliance
• review of the target’s overall compliance program and procedures, including billing and coding
• identification of practices and documentation that can be improved in order to ensure the target’s compliance with applicable law, including with respect to HIPAA
• review of compliance with applicable state-level laws that apply to intermediary service organizations such as restrictions on the corporate practice of medicine and fee splitting
• review of the template management service agreement that the target uses with its contracted providers, shareholder restriction agreements, and agreements with payors (including term and termination, anti-assignment, and economic terms such as capitated payments, risk adjustments and bonuses), with a set of recommendations as to how to improve and enhance these templates
• performance of a detailed anti-kickback compliance analysis

Transactions

We assist our sponsors and physician group clients with strategic transactions of all types – mergers and acquisitions, joint ventures and partnering arrangements, restructurings and reorganizations, dispositions and carve-outs. We also have significant experience advising clients on the regulatory compliance issues that accompany healthcare-related transactions, such as fraud and abuse issues, safe harbor regulations, and regulatory issues impacting relationships with other participants in the continuum care chain.

Additionally, transactions often involve general business issues outside of healthcare, such as tax, environmental, real estate, employment and benefits. Goodwin regularly assembles knowledgeable transaction teams tailored to the specific issues involved in a deal. This helps to resolve any problems so that the transaction closes on time and on budget.

Regulatory and Compliance

We represent sponsors and physician groups in dealing with regulatory issues affecting mergers and acquisitions, affiliations and strategic transactions, as well as commercial healthcare transactions. These issues generally fall under federal fraud and abuse laws, (including the federal Anti-Kickback Statute and safe harbor), 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 and patient issues.

Government Investigations and Litigation

Healthcare providers increasingly are targeted by the DOJ, HHS OIG, individual U.S. Attorney’s Offices, and state attorneys general, all seeking to enforce a wide range of fraud and abuse laws, such as the False Claims Act, the Anti-Kickback Act, Medicare and Medicaid regulations, healthcare fraud and other criminal statutes. We represent doctors and physician groups facing investigation or prosecution by federal and state authorities seeking to enforce these laws. Our team includes experienced former federal and state prosecutors, corporate counsel and FBI agents who regularly assist healthcare clients with these types of challenges. We also offer services designed to help physicians and physician groups improve compliance efforts and reduce risk.