Jackson Walker’s seasoned Healthcare attorneys have the requisite legal experience and business acumen to counsel a diverse range of healthcare providers on the business strategies necessary to succeed in the ever-changing, highly-regulated healthcare industry. We are able to assist healthcare entities with respect to virtually every business or transactional issue encountered at any stage of an entity’s life-cycle. Not only do we understand the complex legal landscape of the healthcare industry arising from its uniquely regulated nature, we also know the nature of the healthcare market, what drives it, and how to create a successful business that serves it.

Our collaborative and multi-disciplinary approach allows us to maximize value for our clients by working with experienced attorneys across several related practice areas to create practical, innovative, and effective solutions that take into consideration a wide range of business implications and legal issues.

Entity Formation & Corporate Transactions

Our Healthcare group has the experience and knowledge necessary to assist clients with virtually any type of corporate transaction. They work with our Corporate & Securities team to advise our diverse health care clients in entity formation and governance, structuring and closing mergers and acquisitions, sales and dispositions, joint ventures, change of ownership proceedings, development of management services, support and strategic relationships, and other corporate transactions.

Given the challenges of increased regulations, decreased funding, and employee shortages, many healthcare entities are considering consolidation as a better way to streamline their operations, maximize their negotiating power, and deal with the challenges of healthcare reform so they can provide better patient care and secure greater profits.

We handle the creation and reorganization of all types of healthcare entities, addressing their unique regulatory restrictions, business relationships, and needs. Given Jackson Walker’s resources as a full-service firm with exceptionally experienced and skilled attorneys across all relevant practice groups, we are able to think strategically from a multi-dimensional perspective. We are familiar with the critical issues with regard to the structuring of deals, financing alternatives, valuation, and requirements in entity structure, formation, and reorganization and are able to implement creative and innovative solutions that further the client’s business objectives.

We are especially adept at structuring healthcare joint ventures involving hospitals, physicians, and other healthcare entities that are compliant with Stark Law and federal and state anti-kickback statutory requirements and restrictions, tax-exempt organization requirements, public entity requirements, and Medicare reimbursement requirements. We have a great deal of experience assisting physicians in setting up new practices, developing their governance structures and buy-sell arrangements, expanding existing practices, reorganizing or dissolving struggling practices, and buying, selling, and merging practices. We also conduct healthcare due diligence for business transactions we handle, or for clients’ corporate counsel as needed.

Governance & Operations

Contracts are the bedrock of the healthcare delivery system. Whether it involves negotiating employment or medical director agreements with physicians, managed care contracts between payors and providers, or the multiplicity of leases, management agreements, purchase and sale agreements, employment and independent contractor arrangements, coverage and service contracts, or agreements with vendors and suppliers that healthcare providers must deal with on a daily basis, our attorneys analyze, draft, and negotiate contracts of virtually every type and size. We pride ourselves on our ability to ensure the contract actually has the legal effect the client intended, and that the client is fully apprised of their rights, obligations, and options with respect to any agreements they are party to.

Any provision of healthcare services or supplies generally requires some form of license, certification, or accreditation from a federal, state, or local agency or a combination thereof. Securing and maintaining such approvals is important for both patient care and to avoid liability. We successfully represent healthcare providers, including individual practitioners and facilities, in all aspects of licensure, certification, and accreditation, including state licensure, CLIA certification, Medicare/Medicaid enrollment and participation, Joint Commission, and NCQA accreditation matters.

Our Healthcare attorneys work closely with our Labor & Employment attorneys to address all of our healthcare industry client’s employment relationships needs. We draft medical bylaws, personnel policies, and employee manuals, and assist in the formulation of fair hearing procedures. We also counsel clients regarding all federal, state, and local laws applicable to employers and represent clients in contract negotiations, investigations, and hearings. Our benefits and compensation attorneys work closely with the Healthcare team and our healthcare clients on the development and implementation of all types of traditional benefit plans, including qualified and non-qualified retirement programs and consumer-driven healthcare programs.

Regulatory Compliance & Defense

Knowing that the implementation of a strong compliance program is one of the first lines of defense against government allegations, our attorneys can work with clients to design robust compliance programs that can withstand government scrutiny and provide a strong defense to allegations of misconduct. We provide clients a customized compliance solution that considers the size, nature, and capabilities of the organization and is specifically designed to maximize their business objectives while minimizing risk. We anticipate regulatory changes before they happen and pride ourselves on real-time responses to regulatory updates. We can also provide training on compliance protocols at all levels of the healthcare organization.

We counsel healthcare clients on compliance with privacy requirements under HIPAA, technology requirements under HITECH, and the many regulations aimed at controlling control fraud and abuse including Anti-Kickback and Stark laws, the False Claims Act, Civil Monetary Penalties Law, and other federal and state fraud and abuse laws. When issues do arise, we have considerable experience in representing healthcare clients in audits or investigations, whether internal or conducted by government agencies. Our White Collar Defense and Litigation attorneys are available if a violation is prosecuted.

Whether a client is at the early stages of formation, addressing the day-to-day governance issues, or is looking to restructure or engage in a merger or acquisition, Jackson Walker is able to give them the quality legal and business advice they know they can rely on to make the right decisions to successfully pursue their objectives.

  • Represented a children’s specialty hospital in the creation of its 5.01a Texas Certified Nonprofit Healthcare Organization and acquire over 30 multi-physician group practices valued over millions of dollars in the aggregate and the employment of over 120 pediatricians for operation of an integrated healthcare delivery system.
  • Represented a very large multi-specialty physician clinic with numerous locations in the private placement offering of new ownership interests, setting up its governance structure, and creation of its Accountable Care Organization (ACO).
  • Represented a radiology practice in unwinding an unsuccessful merger with another practice.
  • Represented a radiology practice in the amendment of its partnership agreement to implement new provisions for governance, buyouts, restrictive covenants, senior physician status, and different classes of equity and voting partners.
  • Represented numerous 5.01a Texas Certified Non-Profit Healthcare Organizations in their structuring, obtaining certification from the Texas Medical Board, obtaining tax-exempt status, transferring funds to and from their non-profit corporate member.
  • Represented a large anesthesiology group in restructuring its professional limited liability company and buy-sell agreements, adding new members, and satisfactorily resolving issues with a departing member.
  • Represented senior physician shareholders in the buy-out of their interest in a medical practice and its subsidiary management company prior to the sale of the practice and management company.
  • Represented a nonprofit hospital in a joint venture with for-profit company to operate urgent care centers.
  • Structured a network of financially and clinically integrated physicians offering cardiovascular services under bundled pricing arrangements.
  • Represented a Texas Hospital District in the sale of its acute care hospital and related facilities to a national for-profit hospital company with requirements for the company to build the community a new state-of-the-art hospital facility and provide on-going indigent care at specified levels.
  • Represented a children’s specialty hospital in the acquisition of a home health company’s assets and operations.
  • Represented single specialty physician groups in rollup transactions involving the sale of medical assets to another physician practice group and investment in a related management services organization.
  • Represented various spine and neurosurgeons in investment in joint ventured hospitals with physician and non-physician owners.
  • Represented a Texas health maintenance organization in the sale of its assets and assignment of its provider, beneficiary, and Medicare/Medicaid contracts to a national insurance company.
  • Represented a for-profit company in structuring its joint ventures for radiation therapy centers across the nation to provide IMRT services for physician group practices, drafting of the appropriate private placement and other offering documents, and development of the purchased services and management services agreements
  • Represented numerous orthopedic surgeons, anesthesiologists, pediatricians, radiologists, and other specialists in sales of their practices and/or employment agreements
  • Represented a for-profit company in drafting of the appropriate private placement and other offering documents for its fertility clinic joint ventures in Texas and other states, and development of the management services, employment, billing & collection and other agreements necessary for the venture.
  • Represented a Texas Hospital District in the sale of its acute care hospital and related facilities to a national for-profit hospital company with requirements for the company to build the community a new state-of-the-art hospital facility and provide on-going indigent care at specified levels.
  • Represented a for-profit company in purchasing a rural acute care hospital from a bankrupt owner/operator, and assisted new owner in CHOW, Medicare certification and accreditation, and operational matters.
  • Represented a non-profit hospital system in the acquisition of an acute care hospital from a national for-profit hospital company and later merged the acquired hospital into the non-profit hospital company’s original hospital subsidiary.
  • Represented a children’s specialty hospital in the creation and structuring of its 5.01a Texas Certified Nonprofit Healthcare Organization and the purchase of over 30 multi-physician group practices valued over millions of dollars in the aggregate and the employment of over 120 pediatricians.
  • Represented a Texas non-profit healthcare system in the creation and structuring of its 5.01a Texas Certified Nonprofit Healthcare Organization for primary care and the purchase of at least eight physician practices and the employment of over 30 physicians.
  • Represented a national for-profit hospital company in its acquisition of two west Texas physical therapy practices.
  • Represented a national for-profit home health company in selling two of its Texas home health agencies.
  • Represented a children’s specialty hospital in the acquisition of a home health company’s assets and operations.
  • Represented a large physician owned medical group in the $21 million sale of its for-profit management company to a national for-profit physician management company, involving stock transfers, stock options, convertible debt, securitization of debt, the employment of key executives, and administrative services agreements between the management company and the physician clinics.
  • Represented single specialty physician groups in rollup transactions involving the sale of medical material assets to another physician practice group and investment in a related management services organization.
  • Represented a Dallas ophthalmologist in the sale of his ambulatory surgery center.
  • Represented a Texas health maintenance organization in the sale of its assets and assignment of its provider, beneficiary, and Medicare/Medicaid contracts to a national insurance company.
  • Represented a Texas dentist in the purchase of a dental practice from a retiring dentist.
  • Represented a Texas hospital authority in a medical office building monetization project soliciting public bids for the long-term lease and management of its current medical office buildings and the construction of a new medical office tower on the campus.
  • Represented a national for-profit hospital company in its medical office building development agreements, master leases, and physician leases and sub-leases for three of its Houston hospitals.
  • Represented a national for-profit hospital company in its development and construction agreements with a real estate development company for the construction of a two-story medical office facility and its subsequent lease to a large physician clinic.
  • Represented a Texas non-profit specialty hospital in the acquisition of over 40 acres via purchase and gift for the development of the hospital’s new west Houston hospital campus.
  • Represented a for-profit hospital company in the long-term master lease of its entire hospital facility to a non-profit hospital system for operation of the hospital.
  • Represented a non-profit specialty hospital in its development and build-to-suit construction agreements with for-profit developers and contractors for the development of several of its satellite health centers for sub-specialty medical services.
  • Represented a large multi-specialty physician clinic in negotiating an early termination of its lease of its significant medical office space with a non-profit hospital’s affiliate and negotiation of a new medical office building lease with a for-profit hospital’s medical office building affiliate.
— Attorney News

Dallas Women Lawyers Association Honors Mary Emma Karam With 2018 Louise B. Raggio Award

Bankruptcy/Restructuring

  • Provide representation on all aspects of both small and large-scale mergers and asset acquisition and disposition
  • Restructurings and workouts
  • Representation regarding distressed health care facilities including bankruptcy, reorganization, loan restructuring, and other creative solutions

Corporate

  • Advise clients regarding corporate system reorganization
  • Reorganization and restructure of entities
  • Advice regarding choice of entity and formation
  • Counsel and negotiation of buy-sell arrangements
  • Advice on and the facilitation of joint ventures and strategic alliances
  • Drafting and negotiation of commercial agreements
  • Corporate formation and choice of entity
  • Advice on change of ownership
  • Prepare applications for Section 501(c)(3) status
  • Corporate governance compliance and best practices
  • Solutions to decreasing reimbursements including advice regarding monetization of assets and design of creative entity and joint venture structures that permit development with limited capital
  • Advice regarding choice of entity, and subsequent negotiation and drafting of Joint venture agreements, corporate structuring, partnerships, and third-party arrangements
  • Management of acquisitions and sales of medical practices and shareholder interests
  • Negotiation and drafting of provider-based hospital contracts
  • Advice regarding physician practice issues including physician-hospital relationships and development of ancillary services
  • Counsel regarding the structuring of hospital campus transactions, including control issues, monetization structures, and physician alignment strategies

Compliance / Management

  • Prepare ruling requests to assure compliance
  • Advice to board and other management regarding fiduciary duties
  • Legal counsel on compliance and licensing issues related to insurance and reimbursement requirements
  • Advice on structuring, organization, licensing, and operation of ambulatory facilities including repurposing plans for big box conversions
  • Guidance on state and local regulations
  • Development and implementation of compliance programs
  • Analysis of transactions to ensure compliance with ethical and moral or religious directives of non-profit health care entities

Finance

  • Equity and debt financings
  • Facility structure and financing
  • Issue resolution and support for lender requirements, as well as negotiation and documentation of loans
  • Design and implementation of physician-hospital ventures, including the syndication of interests and financing for ventures

Healthcare Fraud

  • Analysis of and advice on issues regarding Stark and anti-kickback regulations

Managed Care

  • Negotiation and drafting of necessary documents for managed care providers and networks, including health maintenance organizations, utilization review agents, third party administrators, independent practice associations, physician-hospital organizations and accountable care organizations

Real Estate

  • Purchase, sale, construction, and development of medical office buildings, hospitals, and other healthcare facilities
  • Guidance on land use issues, including zoning, permits, and environmental issues
  • Creation of real estate financing, equity syndicates, investment partnerships, and other creative financing solutions
  • Individualized advice for healthcare professionals on office space options, including creative arrangements for office space investment such as net-leased sales, ground leases, timeshare arrangements, and other third party financed transactions
  • Lease negotiations and drafting for both Landlords and Tenants in transactions involving individual offices, MOBs, hospitals, clinics, ambulatory facilities, and medical labs
  • Negotiation and drafting of lease terms including rights of first refusal, premises liability, options to renew, defaults and remedies, termination, insurance requirements, and indemnification
  • Experienced counsel on lease issues unique to the health care industry including electricity capacity, hazardous waste, after-hours access, and accessibility
  • Property management including Medical Office Buildings and other healthcare facilities
  • All manner of health care real estate contract drafting, review, and negotiation
  • Resolution of real estate disputes
  • Ground up development and facility expansions for hospitals and health care campuses

Tax

  • Advise healthcare clients on maintaining their tax-exempt status and the risks presented by various transactions
  • Counsel clients on private inurement, private benefit, and unrelated business income and other tax-exempt issues
  • Render advice regarding State non-profit, ad valorem tax, and State indigent, and charity care requirements
  • Advice on all tax issues related to both tax exempt and for-profit healthcare real estate transactions