Post-Acute Care Transactions

Goodwin has extensive experience advising a broad spectrum of clients across the healthcare continuum, from post-acute to long-term and senior care. This includes skilled nursing facilities, assisted living and senior housing facilities, continuing care retirement communities, and providers of post-acute ancillary services such as pharmacies, home health, hospice, and rehabilitation centers.

We help these clients conduct business and complex transactions, including, own, operate, lease and manage; M&A and strategic transactions; negotiate with vendors; and navigate government regulation so that they can grow and prosper. Whether you are seeking capital, restructuring your business, acquiring or disposing or spinning off businesses, or resolving regulatory matters, chances are a Goodwin lawyer has already handled a matter like yours.

Our work for post-acute care organizations is enhanced by our strong practice representing healthcare providers, suppliers and investors, and our nationally recognized practice representing supply chain members, including pharmaceutical and medical device manufacturers, and a wide range of biotechnology and other life sciences companies.

Transactions

We assist our post-acute care clients with mergers and acquisitions, joint ventures and partnering arrangements, restructurings and reorganizations, dispositions and carveouts, 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 post-acute 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. Frequently, transactions involve such disparate legal areas as healthcare, tax, antitrust, environmental, real estate, labor and employee benefits. Our transactional lawyers regularly team with lawyers in these and other practice areas to resolve client problems. For example, our transactional lawyers work closely with the firm’s tax group to employ structures designed to maximize the tax benefits available to our clients and evaluate the impact of UBTI and taxation of for-profit ventures in the post-acute care and senior care context.

Regulatory and Compliance

We represent post-acute care clients 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 national 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.