Healthcare

Our team has delivered sophisticated legal services to the healthcare capital markets for more than three decades. We serve as bond, underwriter’s, bank, and borrower’s counsel for billions of dollars of acute and subacute debt, financing, and refinancing assets relating to thousands of beds and units along many different service lines. Our team contributes to the development of some of the most complex and innovative financing structures utilized by healthcare providers. We help clients with many kinds of regulatory and compliance issues that emerge following a bond transaction, including covenant and other defaults. We particularly excel in the subacute area, where our Public Finance lawyers have served as bond counsel for nearly every congregate care community financed in New Jersey and helped develop access to the tax-exempt debt market for these providers.

We protect the interests of hospitals and other healthcare providers in numerous mergers, acquisitions, consolidations, joint ventures, practice purchases, management services organizations (MSOs) formations, leasing arrangements, provider agreements, and other major transactions. We have the experience and perspective necessary for these transactions, including structuring the deal, reviewing the deal for compliance purposes, drafting and negotiating transaction documents, performing essential due diligence, obtaining regulatory and corporate approvals, and closing the transaction. Our lawyers also assist with scaling operations and ultimately selling all or part of organizations.
We are fully prepared to advise our clients on other legal issues that commonly arise during these transactions, including antitrust, tax, federal and state regulatory compliance, real estate, environmental, employment, and public finance matters.
Our lawyers have been involved in most of the acquisition transactions in New Jersey requiring approval under the New Jersey Community Health Care Assets Protection Act (CHAPA), N.J.S.A. 26:2H-7.10, et seq., and similar reviews conducted by the New Jersey Attorney General’s Office of transactions involving New Jersey nonprofit corporations, including senior living and higher education facilities. We have advised clients in connection with the formation of New Jersey’s largest health systems, including complex debt restructurings involving the largest tax-exempt bond offerings through the New Jersey Health Care Facilities Financing Authority.
Our lawyers are focused on maximizing value. We evaluate and provide our healthcare clients with a wide variety of strategies and arrangements tailored to the needs of each business and the objectives of each transaction.

In close collaboration with our Tax lawyers, we regularly counsel our healthcare clients on tax and tax-exemption issues that arise from their operations and bond-financed facilities, including intermediate sanctions, executive compensation, governance, and property tax exemption. We are experienced in the formation and qualification of nonprofit, tax-exempt organizations and their foundations and creating and reorganizing healthcare systems. Our team is familiar with the tax laws and regulations that restrict or affect transactions between tax-exempt and taxable entities, including hospital-physician joint ventures, physician recruitment and employment contracts, and the formation of for-profit subsidiaries by tax-exempt organizations.

Our Healthcare lawyers regularly advise our clients concerning Medicare and Medicaid fraud and abuse and Stark Law and Anti-Kickback Statute implications of their existing operations, contracts, and transactions as well as new or potential relationships with physicians and other providers. We perform both federal and state statutory and regulatory reviews and analyses and develop contracts and transactions that minimize fraud and abuse concerns. We also help examine and restructure existing arrangements to address potential problems as well as ongoing corporate compliance strategies.

Our Healthcare lawyers have a great deal of experience advising clients on governance and regulatory compliance issues and are routinely sought out to review business structures and contractual arrangements for compliance purposes regarding, among other issues, the corporate practice of medicine, scope of licensure issues, self-referral and anti-kickback laws, Medicare/Medicaid, transparency laws, the Drug Enforcement Administration and controlled substances and prescription medication issues, HIPAA and privacy laws, fair market valuations, fee splitting, and telemedicine. We are comfortable navigating the complex regulatory framework that governs healthcare to assist our clients with regulatory issues, whether the client is a group practice or a licensed facility.
We also work extensively with nonprofit healthcare clients in adopting governance best practices, including forming independent audit committees and adopting codes of conduct and conflict-of-interest policies. We assist clients in developing and completing corporate compliance programs and have represented them in government investigations involving state and federal agencies, including the New Jersey Department of Health, the US Department of Health and Human Services’ Office of Inspector General, the US Department of Justice, and the Securities and Exchange Commission. We also assist clients in conducting internal investigations relative to possible violations of the law by their employees, contractors, or medical staff. Our team has experience in all aspects of the governance, structure, and operation of management service organizations (MSOs), an increasingly popular administrative structure in the healthcare space.
We assist our clients in obtaining licenses, including facility licenses, laboratory licenses, and licenses that may be applicable to group practices. We also assist our clients in transferring licenses in purchase transactions and addressing inspection deficiencies, certification renewals, and licensing disputes with the applicable agencies. In licensing matters, we engage with the relevant agency or board to better assist our clients.

In order to meet the challenges of the constantly evolving healthcare marketplace and regulatory environment, our Healthcare lawyers work closely with our clients to develop and implement various types of contracts and joint ventures. These arrangements present opportunities for innovation within difficult legal and regulatory compliance parameters, including federal and state referral prohibitions, corporate practice of medicine issues, tax exemption, and antitrust issues. Our representation in these matters has included hospital-based physician contracts; physician recruitment and retention agreements; physician employment and director agreements; professional services agreements; the formation and implementation of captive or friendly professional corporations, management service organizations, joint ventures for integrated delivery systems, ambulatory surgery centers, dialysis facilities, sleep centers, and other ambulatory care centers; and physician practice acquisitions and divestitures.

Our Healthcare lawyers are very familiar with and frequently counsel our clients on the changes that have occurred in the healthcare delivery and payment system over the past 30 years. We help clients form and operate health maintenance organizations (HMOs), preferred provider organizations (PPOs), management services organizations (MSOs), physician-hospital organizations (PHOs), and physician enterprises in order to compete in this environment. We have extensive experience in drafting and negotiating contracts with health insurance companies and other healthcare payers.
To assist providers in negotiations with payers, our lawyers provide presentations on payer contracting issues and the development of hospital-physician alignment models to a wide variety of healthcare financial management and provider associations, including the New Jersey Hospital Association, the Healthcare Financial Management Association, and the New Jersey State Bar Association. We also served as special counsel to the New Jersey Hospital Association’s Managed Care Contracting Task Force in the preparation of its publication Managed Care Model Contract Language.

Our Healthcare lawyers are dedicated to staying ahead of the developments regulating healthcare technology and information on both the federal and state levels. We advise clients on operational, governance, and compliance matters, with an emphasis on privacy and data security in regulated industries, including the Health Insurance Portability and Accountability Act (HIPAA) and state data breach reporting laws for covered entities and business associates. Our lawyers provide proactive and incident-responsive guidance on federal and state health information privacy laws and regularly help clients build and strengthen compliance programs and respond to privacy and security incidents and data breaches to best protect their patients and organizations. We work closely with clients to understand and implement recent changes to the HIPAA Privacy Rule impacting reproductive health information. We also focus on the data security and privacy implications of artificial intelligence (AI) and the Internet of Things (IoT) in healthcare and regularly provide compliance-based training to our clients’ workforces.

Our Healthcare lawyers are seasoned litigators who can assist entities operating in the healthcare space in both general commercial litigation matters and those specific to healthcare. With extensive knowledge of regulatory issues, our lawyers represent healthcare clients in a wide range of disputes, including payer audits, healthcare reimbursement issues, including the Employee Retirement Income Security Act (ERISA), and claims involving the federal False Claims Act and its state equivalents. We also represent clients in contract disputes, partnership disputes, healthcare facility construction disputes, and noncompete actions, as well as other general litigation matters. Additionally, we represent individual physicians and other healthcare professionals before their respective boards in investigations, disciplinary actions, and other licensing matters.

Our Insurance Coverage lawyers assist our healthcare clients and many other corporate policyholders in recovering assets under various business insurance policies as quickly and efficiently as possible so they can get back to business. Our lawyers have handled claims and disputes under many different types of insurance policies, including general liability, directors and officers and fiduciary liability, professional liability, and cybersecurity liability, in state and federal courts throughout the country.

We regularly advise healthcare clients on all types of labor and employment issues. Having worked with healthcare institutions for decades, our practitioners understand the unique issues associated with operating in a clinical environment. We handle preventive employment counseling, physician contract enforcement actions, internal investigations, policy development, management training, and employment litigation. We assist clients with union-related matters, such as collective bargaining, unfair labor practice proceedings, and strike consultation. We also advise on wage and hour litigation, employment agreements, ERISA litigation, and Occupational Safety and Health Administration (OSHA), immigration, and workers’ compensation issues.

Our Healthcare lawyers have represented hospitals and their medical staffs for many years with respect to medical staff privileging matters, corrective actions, revisions to staff bylaws and regulations, and many other issues. Our lawyers understand the unique legal relationship between a hospital and its medical staff and are called upon frequently to serve as prosecutors or hearing officers in medical staff proceedings or to represent clients in litigation that may arise following such proceedings.

Representing world-renowned research hospitals, our Intellectual Property team includes patent practitioners with advanced degrees in fields such as physics, material sciences, molecular biology, cell biology, immunology, biochemistry, microbiology, organic and polymer chemistry, and inorganic chemistry. We are experienced and innovative in developing strategies for protecting critical core technologies and patenting innovations based on our clients’ immediate and long-term business goals. We are also routinely involved in negotiating licenses for our clients, which include some of the biggest names in the biotechnology, pharmaceutical, higher education, and life sciences fields. Our team builds and manages our clients’ complex patent portfolios, protects their blockbuster biotech and small-molecule drugs, and develops global strategic plans.

An innovative structure can allow even a nonprofit organization to enjoy indirect benefits from federal and state tax incentives that promote investments in renewable energy and the growing green jobs economy. For example, our lawyers helped a nonprofit healthcare provider put together a state-of-the-art financing structure to support the development of a large-scale solar photovoltaic array that will provide up to 50 percent of the electrical power for the provider for 25 years. We also assist clients interested in utilizing elective pay credits to allow nonprofit corporations and governmental entities to benefit from certain clean energy tax credits under the Inflation Reduction Act.