Roger A. Cohen

Roger A. Cohen is a partner in Goodwin’s Healthcare practice. He counsels healthcare services, life sciences, digital health, and investor clients concerning compliance with the myriad laws and regulations governing the delivery of healthcare services such as the Anti-Kickback Statute, the Physician Self-Referral Law (the Stark Law), the False Claims Act, the Health Insurance Portability and Accountability Act of 1996 (HIPAA), Medicare and Medicaid rules and regulations, and laws governing reimbursement, licensure, and certification.

Roger’s experience includes extensive work on healthcare transactions, including mergers and acquisitions, venture and growth equity financings, and capital markets transactions. He has represented clients in acquisitions and financings involving a wide variety of healthcare providers, digital health, and life sciences companies, including hospitals, ambulatory surgery centers, physician groups, management services organizations (MSOs), skilled nursing facilities, rehabilitation and physical therapy facilities, behavioral health and substance abuse treatment providers, dental clinics, home healthcare providers, clinical laboratories, pharmacies, and care management companies, among others.

Roger also has deep experience assisting clients in transactions involving and providing strategic counsel to a wide range of digital health companies, including telemedicine, electronic health record, revenue cycle management, artificial intelligence, remote physiologic monitoring (RPM), remote therapeutic monitoring (RTM), patient scheduling, and mobile health (mHealth) companies.

In addition to his counselling and transactional work, Roger has a long track record of successfully representing healthcare services, digital health, and life science clients in government investigations and litigation. He has represented clients in many high-stakes healthcare fraud investigations, frequently convincing the government not to pursue enforcement action against his clients and obtaining dismissals in a number of actions that have proceeded to litigation. Roger also frequently assists clients with internal investigations related to fraud and abuse and advises clients concerning self-disclosures.

Roger also represents clients in managed care reimbursement disputes and litigation. Among other matters, in a case that received significant attention in the legal press, he established new precedent in New York, convincing an appellate court to recognize an implied private right of action for health care providers under New York’s Prompt Payment Law.

Roger has been recognized as a leading healthcare lawyer by a number of industry publications, including Chambers USA, Best Lawyers, and Super Lawyers.  Chambers USA noted that clients praised Roger’s regulatory expertise, ability to provide practical commercial advice, and good judgment.

Since 2017, Roger has been a Lecturer at the Weill Cornell Graduate School of Medical Sciences where he teaches a class on healthcare law to students in the Executive MBA/MS in Healthcare Leadership program sponsored by Weill Cornell and the Cornell SC Johnson College of Business. Roger is also a frequent speaker at healthcare industry events and regularly publishes articles about healthcare law. In addition, he is the editor of a chapter covering healthcare privacy in a prominent privacy law treatise and served on the editorial board of the American Health Lawyers Association’s Corporate Practice of Medicine: A Fifty State Survey.

Prior to joining Goodwin in 2017, Roger was a senior counsel at Proskauer Rose.

Healthcare Transactions

• Dscout, a leader in experience research, enabling the world's most innovative companies to unlock human insight at scale, in its Series C financing round and tender offer to GGE Discovery Investor LP, a fund affiliated with Guidepost
• Capable Health, a software company that provides a platform that empowers developers and product teams to build healthcare apps centered around the patient, on its Series Seed-1 Preferred Stock financing
• Ampersand Capital Partners on their $140 million acquisition of Alliance Pharma Inc., which operates a Contract Research Organization (“CRO”) specializing in Drug Metabolism and Pharmacokinetics (“DMPK”) and bioanalytical services for both small and large molecules
• OM1, a leading real-world outcomes and technology company leveraging big clinical data and AI to better understand, compare, and predict patient outcomes, in its Series D Preferred Stock Financing
• Absci Corporation, an AI-powered synthetic biology company that is unlocking the potential of proteins as the next generation of therapeutics, in its $230 million initial public offering.
• Underwriters in Rapid Micro Biosystems’ $158.4 million initial public offering
• Olink, a company dedicated to accelerating proteomics together with the scientific community, across multiple disease areas to enable new discoveries and improve the lives of patients, in its follow-on offering
• Graphite Bio, a clinical-stage, next-generation gene editing company harnessing high efficiency targeted gene integration to develop a new class of therapies to potentially cure a wide range of serious and life-threatening diseases, in its $273.7 million initial public offering
• TA Associates Management, L.P. in its sale of CCRM Fertility, the nation's leading network in fertility care and research, to Unified Women’s Healthcare, LP, a leading practice management platform in women’s healthcare backed by Altas Partners
• Aerovate Therapeutics, a clinical stage biopharmaceutical company focused on developing drugs that meaningfully improve the lives of patients with rare cardiopulmonary disease, in its $139.8 million initial public offering
• RxRevu, a developer of a prescription intelligence platform designed to manage and measure clinician's prescribing performance, in its Series C Preferred Stock financing
• Underwriters in Bright Health Group’s $924.3 million initial public offering
• Vincere Health, a developer of a monitoring device designed to help to cut down or quit smoking or vaping, in its Series Seed Preferred Stock financing
• ArchiveSocial, Inc., a portfolio company of Level Equity, in its acquisition of NextRequest Co., a developer of a record request platform designed to empower organizations to collaborate remotely
• Level Equity Growth Partners IV, L.P. in its Series B financing of Sunwave Health, an SaaS company providing a comprehensive platform for behavioral health providers
• Sequoia Capital Heritage Fund in its Series F Preferred Stock of Lyra Health, a leading provider of innovative mental health benefits
• Goldman Sachs and Co. as lead underwriter in Valneva’s $107.6 million initial public offering
• Goldman Sachs and Co and J.P. Morgan as underwriters in Privia Health Group’s $131.7 million initial public offering
• Chiasma on its definitive agreement to be acquired by Amryt Pharma in an all-stock combination
• JMI Equity in its acquisition of Timely Telehealth, student-focused telehealth platform company
• ProQR Therapeutics in its $103.5 million follow-on offering and its $97.5 million initial public offering
• Initial purchasers J.P. Morgan Securities LLC and SVB Leerink LLC on MannKind Corporation’s (a biopharmaceutical company focused on the development of therapeutic products for chronic conditions) Rule 144A offering of $230 million 2.50% Convertible Senior Notes Offering
• Med-Data, a portfolio company of Frazier Healthcare Partners, in its acquisition of RevClaims, a provider of high-quality revenue cycle management services to hospitals and health systems
• BridgeBio Pharma LLC (“BridgeBio”) and Phoenix Tissue Repair, Inc. (“Phoenix”) in connection with an investment by BridgeBio in Phoenix and the acquisition by Phoenix of certain assets from Shire Human Genetic Therapies, Inc. (“Shire”) and Shire’s wholly owned subsidiary Lotus Tissue Repair, Inc.
• Goldman Sachs and Co. as underwriter in a follow-on offering of $379.9 million by Sarepta Therapeutics
• Allena Pharmaceuticals, Inc. in a $75 million initial public offering
• resTORbio, Inc. in a $97.8 million initial public offering
• Frazier Healthcare Partners in its acquisition of TCGRx, a supplier of pharmacy packaging and automation solutions and related consumables
• Frazier Healthcare Partners in its acquisition of a minority stake in Island Medical Management, LLC, a provider of physician management and staffing services to more than 80 hospitals
• Great Hill Partners LLC in its buyout of Quantum Health, Inc., a technology-enabled healthcare services company that offers coordinated health and care programs for companies who operate self-insured employee benefit plans
• Great Hill Partners LLC in its acquisition of PartsSource, Inc., a provider of medical replacement parts and related procurement services for healthcare providers
• Better Care, Incorporated, the owner and operator of skilled nursing facilities in northern California, in the sale of all of its outstanding stock to Atlantic Ocean Holdings, Inc.
• Primus Capital in its acquisition of Healthcare Bluebook, Inc. a provider of online tools to enable consumers to look up the price for medical procedures, diagnostic tests, medications and other services
• Primus Capital in its acquisition of complete Holdings Group, Inc. (a/k/a EnableComp), a leading technology-enabled healthcare services company that provides workers’ compensation revenue-recovery services to the healthcare providers
• A growth equity firm in its acquisition of Invoice Cloud, a-payment platform that allows customers, including healthcare providers, to receive, access and pay bills electronically in a self-service environment
• Invoice Cloud in connection with its acquisition of SimplePractice, a behavioral health electronic health record company
• William Blair as underwriter in connection with a note offering by Covenant Surgical Partners, a privately-held owner and operator of ambulatory surgery centers, anatomic pathology laboratories, anesthesia entities and physician practices
• Henry Schein, Inc. (Nasdaq: HSIC), the world's largest provider of healthcare products and services to office-based dental, animal health and medical practitioners., in connection with a joint venture with Clinician's Choice Dental Products, Inc., a manufacturer of dental products and provider of continuing dental education
• Henry Schein Practice Solutions Inc. (HSPS), the practice solutions business of Henry Schein, Inc., in connection with an exclusive distribution agreement with Simplifeye. Simplifeye is an application that integrates with electronic health records systems to allow dental teams to access patient information from an Apple Watch or iPhone
• HSPS in connection with a joint venture with Brightsquid, a provider of secure e-mail solutions
• Fifth Street Finance Corp. in connection with its acquisition of Healthcare Finance Group, LLC (HFG). HFG is a specialty lender providing asset-based lending and term loan products to the healthcare industry
• Ascension Ventures in connection with its investment in Zipnosis. Zipnosis offers a telemedicine platform that enables health systems to launch their own branded telemedicine service lines staffed with their own clinicians
• Trident Capital, Inc. in connection with its investment in Advanced ICU Care, the nation's largest independent provider of tele-ICU programs
• Texas Pacific Group (TPG), and its portfolio company, Surgical Care Affiliates, in connection with the acquisition of 137 ambulatory surgery centers from HealthSouth Corporation (NYSE: HLS)
• Community Health Systems, Inc. (NYSE: CYH) in its acquisition of Triad Hospitals Inc. (NYSE: TRI)

Fraud and Abuse

• Defeated an effort by two medical device companies to avoid paying millions in royalties based on the claim that they were prohibited from making the payments under the terms of a deferred prosecution agreement that one of the companies had entered into to avoid prosecution for alleged violations of the Anti-Kickback Statute. The case was resolved after the court issued an order indicating that it would grant the plaintiff hospital summary judgment. N.Y. Soc. for the Relief of the Ruptured and Crippled, Maintaining the Hosp. for Special Surgery v. Wright Med. Tech., Inc., No. 15 Civ. 2871 (S.D.N.Y.)
• Following a lengthy investigation, obtained the voluntary dismissal, with the government's consent, of aqui tam action against a highly ranked academic medical center alleging that it improperly admitted patients for surgical procedures that could have been performed on an outpatient basis
• Represented the defendant hospitals in a nationally watched case involving the first use of new provisions under the False Claims Act and Affordable Care Act creating liability for the retention of Medicare and Medicaid overpayments. United States ex rel. Kane v. Continuum Health Partners, Inc., No. 11 Civ. 2325 (S.D.N.Y)
• After convincing the government not to intervene, obtained dismissal of a qui tam action seeking billions in civil penalties and damages against the hospital defendant alleging, among other things, that it violated the False Claims Act, the Anti-Kickback Statute, and the Stark Law by paying physicians at rates that exceeded fair market value. United States ex rel. Corporate Compliance Assoc. v. N.Y. Soc. for the Relief of the Ruptured and Crippled, Maintaining the Hosp. for Special Surgery, 2014 WL 3905742 (S.D.N.Y. 2014)
• Represented a safety net hospital in an action under the False Claims Act alleging that it exploited a flaw in the reimbursement methodology for extremely costly cases known as "outliers" to fraudulently increase its Medicare reimbursement for such cases. The case was resolved through a settlement at less than 5% of the government's initial demand.
• After convincing the government not to intervene, obtained dismissal of a qui tam action against an academic medical center alleging that it engaged in a decade-long conspiracy to defraud the Medicare program of tens of millions of dollars. United States ex rel. Pervez v. Maimonides Med. Ctr., 2010 WL 890236 (S.D.N.Y. 2010)
• After convincing the government not to intervene, obtained dismissal of separate federal and state qui tam actions against an academic medical center and several former executives seeking billions in penalties and damages based on the submission of allegedly fraudulent cost reports. United States ex rel. Colucci v. Beth Israel Med. Ctr., 785 F. Supp. 2d 303 (S.D.N.Y. 2011); New York ex rel. Colucci v. Beth Israel Med. Ctr., N.Y. Sup. Ct. No. 112059/07
• Advise pharmaceutical and medical device companies regarding healthcare regulatory compliance matters including promotional activities, relationships with healthcare professionals, patient assistance programs, and the Physician Payments Sunshine Act
• Conduct internal investigations on behalf of pharmaceutical and medical device companies regarding alleged violations of the Anti-Kickback Statute and illegal off-label promotion.
• Represented large health system in investigation related to the receipt of kickbacks from pharmaceutical manufacturer
• Represented prominent physician in investigation related to alleged violation of the Anti-Kickback Statute

HIPAA and Data Privacy and Security

• Serve as outside counsel on HIPAA and healthcare privacy and data security for a number of healthcare providers, health plans and technology companies
• Advised a large, publicly traded medical supply company with a widely used electronic health record product on HIPAA compliance
• Advise a variety of healthcare providers regarding the exchange of healthcare information in connection with coordinated care programs
• Advised HSS on the implementation of an electronic health records system and obtaining reimbursement under a Medicare incentive program for the meaningful use of electronic health records
• Counsel a variety of healthcare providers, health IT companies, and other business associates in regard to data breaches and security incidents

Reimbursement Litigation

• In a case of first impression, convinced an appellate court to recognize a private right of action for healthcare providers under New York's Prompt Payment Law. Maimonides Med. Ctr. v. First United American Life Ins. Co., 116 A.D.3d 207 (2d Dep't 2014)
• Obtained a favorable decision valued at $18 million for a health system in a dispute with one of the country's largest health insurers following a one-week hearing before the American Arbitration Association
• Recovered the full amount owed plus interest and legal fees on behalf of a surgical group after an insurer improperly recouped payments made to the practice for emergency services

Roger is a member of the American Health Law Association and the New York State Bar Association.

• The Legal 500 “Recommended Lawyer,” 2024
• Super Lawyers 2022 - 2024 (New York) for his work in Health Care
• The Best Lawyers in America Best Lawyers for his work in Healthcare Law 2025
• Chambers USA, 2021-2024 for his work in Healthcare
• 2021 JD Supra Readers’ Choice Awards, Top Author, White Collar Defense
• Recipient of the 2018 Lawyers Alliance for New York Cornerstone Award, honoring outstanding pro bono legal services to nonprofits
• The Legal 500 “Next Generation Lawyers,” 2017
• Law360 Rising Star 2014
• New York Super Lawyers “Rising Stars,” 2013-2017

• Co-Author, “HHS-OCR Publishes Final HIPAA Privacy Rule Expanding Reproductive Health Care Privacy and Further Supporting Patient Confidentiality,” Goodwin Client Alert, June 17, 2024
• Co-Author, “Washington’s My Health My Data Act Comes Into Force – What You Need to Know, and Do,” Goodwin Client Alert, March 28, 2024
• Co-Author, “A Changing Regulatory and Reimbursement Landscape for Weight-Loss Drugs,” Goodwin Client Alert, March 27, 2024
• Co-Author, “In Updated Guidance on Use of Tracking Technologies by HIPAA Regulated Entities, HHS-OCR Takes Expansive View of When Information Related to Unauthenticated Individuals Is PHI,” Goodwin Client Alert, March 27, 2024
• Co-Author, “DEA Publishes Temporary Rule on the Extension of COVID-19 Telemedicine Flexibilities for Prescription of Controlled Substances ,” Goodwin Blog: Life Sciences Perspectives, May 19, 2023
• Co-Author, “New York Enacts Requirement for Healthcare Entities to Provide Notice of “Material Transactions,”” Goodwin Client Alert, May 17, 2023
• Co-Author, “DEA Announces Temporary Extension of COVID-19 Telehealth Flexibilities for Prescription of Controlled Medications,” Goodwin Client Alert, May 9, 2023
• Co-Author, “Maine Proposes Regulatory Approval Scheme for “Material Change Transactions” Involving “Health Care Entities,” Goodwin Client Alert, May 4, 2023
• Co-Author, “New York Legislature Considers Proposal to Require Burdensome Regulatory Approval Process for “Material Transactions” Involving Medical Practices,” Goodwin Client Alert, March 29, 2023
• Co-Author, “DEA Proposes Rules to Allow Prescribing Controlled Substances via Telemedicine, Subject to Significant Limitations ,” Goodwin Client Alert, March 23, 2023
• Co-Author, “Telehealth Issues to Watch in 2023,” Goodwin Client Alert, February 6, 2023
• Co-Author, “In the Metaverse, Existing Healthcare Rules Apply,” Goodwin Insight, February 6, 2023
• Co-Author, “Five Key Regulatory Considerations for Virtual Ketamine Clinics,” Goodwin Client Alert, November 16, 2022
• Co-Author, “Federal District Court Ruling May Jeopardize Insurance Coverage of More Than 50 Recommended Procedures, Screenings, and Treatments,” Goodwin Client Alert, September 14, 2022
• Co-Author, “Significant Drug Pricing Reform Measures in the Inflation Reduction Act of 2022,” Goodwin Client Alert, August 9, 2022
• Co-Author, “Pharma Manufacturer Federal Government Price Reporting: Recent Litigation and Settlements,” Goodwin Client Alert, August 4, 2022
• Guest Contributor, “HHS Opines on Longstanding Diagnostic Testing Issue”, Washington Legal Foundation, May 17, 2022
• Co-Author, “The Application of the Anti-Kickback Statute to Digital Health Arrangements,” American Health Law Association, March 14, 2022
• Speaker, “AI and Telehealth: Overcoming Jurisdiction, Informed Consent, Privacy, Liability, and Other Legal Challenges,” Strafford Webinar, November 23, 2021
• Co-Author, “COVID-19: U.S., State Governments Expand Access to Telehealth Services; Reduce Other Barriers to Care,” Goodwin Client Alert, March 25, 2020
• Co-Author, “New Attack on Physician Compensation Models Under the Stark Law,” New York Law Journal, December 13, 2019
• Speaker, “Law and Digital Health: Legal and Compliance Strategies and Implications Surrounding Wearable Technology and Virtual Trials,” scwish:pharma, New Rules, New Roles: Embracing Change in the Pharmaceutical Supply Chain, November 14, 2019
• Co-Author, “Claim Certifying Medical Necessity Must Meet Definition of ‘Reasonable and Necessary’,” New York Law Journal, March 19, 2019
• Visiting Instructor, Cornell SC Johnson College of Business and Weill Cornell Graduate School of Medical Sciences Executive MBA/MS in Healthcare Leadership: “Healthcare Law and Regulation,” August 2-3, 2018
• Speaker, “Data Privacy and Security for Digital Health and Health IT,” Wolters Kluwer, Health Law Hot Topics Webinar Series, May 17, 2018
• Speaker, “Healthcare Law for Digital Health, Telemedicine, and Health IT Companies,” Wolters Kluwer, Health Law Hot Topics Webinar Series, May 3, 2018
• Speaker, “Safeguarding Client Information: Understanding Health Insurance Portability and Accountability Act (HIPAA),” Lawyer’s Alliance, Webinars for Wise Not-for-Profits, January 30, 2018
• Speaker, “Hot Topics in Healthcare Regulation for Healthcare IT, Digital Health and Healthcare,” GoodwinSpeaks, Goodwin@JP Morgan, January 9, 2018
• Co-Author, “Fraud and Abuse Enforcement Goes High Tech,” New York Law Journal, June 29, 2017
• Co-Author, “HHS OIG Adopts New Anti-Kickback Safe Harbor and Civil Monetary Penalty Exceptions,” Westlaw Journal Health Care Fraud, January 1, 2017 
• Speaker, Webinars for Wise Nonprofits: Safeguarding Client Information: Understanding the Health Insurance Portability and Accountability Act (HIPAA), Lawyer’s Alliance, December 7, 2016
• Author, “Limitations on Damages and Penalties for False Claims Act Violations Related to the Retention of Overpayments,” New York State Bar Association Health Law Journal, Winter 2016
• Quoted, “Unanimous Supreme Court Sets Outer Limit on FCA Liability,” Bloomberg BNA, June 16, 2016
• Quoted, “Supreme Court Puts Limits on Whistleblower Suits Over Regulations,” Forbes, June 16, 2016 
• Quoted, “Supreme Court Puts Limits on Whistleblower Suits Over Regulations,” Healthcare Finance News, June 16, 2016
• Quoted, “Attorney Predictions Lean Toward Supreme Court Tie in FCA Battle,” Bloomberg BNA, April 21, 2016
• Quoted, “Supreme Court Grapples with Concept of ‘Implied’ False Claims Case,” McKnight’s, April 20, 2016 
• Quoted, “Whistleblowing Claims Spark Debate,” Forbes, April 19, 2016
• Quoted, “Whistleblowing Claims Spark Debate,” Bloomberg BNA, April 19, 2016
• Co-Author, “Attorney General Issues Guidance on State Not-for-Profit Law,” New York Law Journal, July 31, 2016
• Speaker, The Two Midnight Rule and Developments in Medical Necessity and Short Stay Enforcement Activity, American Bar Association, Health Law Section, May 12, 2014
• Quoted, “Panel Upholds Private Right to Sue Nonpaying Insurers,” New York Law Journal, March 7, 2014
• Quoted, “Rising Star: Roger Cohen,” Law360, April 30, 2014
• “Second Circuit Affirms Dismissal of Qui Tam Brought by Defendant’s Former General Counsel,” American Health Lawyers Association Email Alert, November 4, 2013
• Speaker, “What CPAs Should Know About Fraud and Abuse,” AICPA Affordable Care Act, March 6, 2013
• Speaker, “Legal Issues Related to Telemedicine,” Health Law 2.0 – Giving Health Information But Not Playing Doctor on the Web, October 7, 2012
• Co-Author, “DOL Guidance on Wellness Programs is Good News,” Employment Law360, March 14, 2008
• Co-Author, “CMS Changes Will Curb Profits for Pod, Condo Labs,” Health Law360, January 16, 2008