Healthcare

Representation of financial institution in connection with leveraged buy-out of in-home healthcare services companies in Georgia, New York and Connecticut by Sponsor-owned competitor

Representation of financial institution in private equity firm acquisition of healthcare reporting and management services company.

Advised multi-state physician group on state and federal regulatory considerations for prescribing via telemedicine.

Represented a publicly traded REIT in a $1.125 billion acquisition and restructuring of a senior housing provider that operates 96 senior-living communities as well as pharmacies in the Midwest.

Obtained a precedent-setting ruling that low Medicaid payment rates to healthcare providers may constitute an unconstitutional taking of property.

Represented a coalition of national trade associations in securing the withdrawal of a proposed Medicare reimbursement rule.

Obtained a ruling from the Georgia Supreme Court establishing a provider-friendly standard of review in Medicaid reimbursement disputes. In lieu of an administrative law standard whereby deference is given to the agency’s interpretation, the Court held that such disputes are governed by contract principles, with ambiguities in reimbursement manuals being construed against the agency.

Advised and represented a nationwide chain of methadone clinics in variety of regulatory and litigation matters, including response to an EEOC complaint and investigation.

Represented the Secretary of the North Carolina Department of Health and Human Services in a nine-week federal bench trial involving claims under the Americans with Disabilities Act and the CMS Medicaid Waivers. Secured favorable judgment on all claims at trial.

Performed an investigation into allegations of commercial bribery, economic espionage, and corruption involving a large healthcare company with operations in the Caribbean. The investigation resulted in the termination of several vendor contracts, the termination of several company officers, and civil litigation against several vendors.

Obtained precedent setting injunctions restricting attorney advertisements targeting nursing homes.

Represented a private equity client in its acquisition of three (3) physical therapy clinics.

Obtained precedential temporary restraining order and settlement preventing the government from recouping against a hospice provider during its ZPIC appeal.

Represented multiple long-term care hospitals, inpatient rehabilitation facilities, skilled nursing facilities, home health agencies, and hospice providers in responding to Medicare Program Integrity audits and related reimbursement appeals before the Centers for Medicare & Medicaid services, including Administrative Law Judge hearings at the Office of Medicare Hearings and Appeals.

Represented a private equity client in its acquisition of three (3) ophthalmology medical practices and their associated ambulatory surgical centers.

Counseled a national provider of long-term care services in a multi-state restructuring and acquisition of a large national provider of nursing home and rehabilitation services, which included consideration of change of ownership, certificate of need, Medicare, and Medicaid regulatory issues.

Represented Keplr Vision Services, an optometry practice management company backed by Imperial Capital Group, Ltd., on transactions since its launch in September 2017.

Representing mid-market private equity firm in acquisition of medical device manufacturer.

Advised early-stage pharmaceutical companies on a range of capital-raising efforts, including venture capital financing and use of royalty structures involving outside organizations

Assisted practice physician practice group with an investigation related to the reuse of single-use devices.

Advised a leading owner-operator of integrated senior healthcare campuses in multiple facility refinancings (including with HUD) in a number of states, including Indiana, Kentucky, Michigan, and Ohio. AGG assisted with determining any filing requirements for the refinancings, the compilation of filings, and the opinion-writing process for the many facilities, including nursing facilities, assisted living facilities, residential care facilities, and homes for the aged.

Advised a large pharmacy operator in its acquisition of more than 20 Missouri pharmacies out of bankruptcy. In order to effect the acquisition, AGG handled preparation of transaction documents, filings, and interactions with the U.S. Drug Enforcement Administration, Centers for Medicare and Medicaid Services, State Board of Pharmacy, and the State Medicaid Agency. AGG also reviewed the purchase agreement from both a healthcare regulatory and FDA-perspective.

Represented a healthcare operator in its acquisition of a Georgia continuing care retirement community (CCRC) and provided transaction support, including limited diligence, the filing of certificate of need, Medicare, Medicaid, and multiple licensure applications, as well as ancillary license applications, structuring advice, and negotiated regulatory components of the underlying deal documents. The CCRC had a skilled nursing facility, assisted living community, personal care home, and independent living component and was regulated by both the Georgia Department of Community Health and Office of Insurance and Safety Fire Commissioner. The transaction required a unique focus on the nursing facility’s certificate of need, which was initially obtained in the 1990s during changing certificate of need requirements. The client ultimately received a favorable determination from the Georgia CON agency and closed the transaction on its originally scheduled closing date.

Assisted a national REIT in its minority investment in a portfolio of a variety of healthcare providers, including assisted living, memory care, hospice, and private-pay in-home care. The providers were located in multiple states, including Arizona, California, Illinois, Texas, Utah, Washington, and Wisconsin. AGG’s involvement included in-depth diligence, including a review of the providers’ licenses, permits, certifications, and accreditations, PEPPER reports, government investigations and surveys, hospice cap calculations, compliance program, background screening, HIPAA, medical directorships, admission agreements, commercial payor audits, and corporate practice of medicine. AGG also assisted with preparing the underlying investment agreement and related disclosure schedules.

Represented a longstanding long-term care provider in its sale of over 50 facilities, which included skilled nursing, assisted living, and independent living facilities in 11 states, including Florida, Georgia, Louisiana, Maryland, New Jersey, New York, Pennsylvania, South Carolina, Tennessee, Texas, and Virginia. AGG prepared all filings associated with the stock transfer of the providers, including all pre- and post-closing filings, and advised on regulatory components of the deal document. The transaction was valued at over $400 million.

Advised Visionary Eye Partners, an eye care practice management company backed by Imperial Capital Group, Ltd. on numerous acquisitions of eye care practices throughout the U.S. in 2018.

AGG advised on an asset transaction for a skilled nursing facility operator which operates senior-care facilities in several small Georgia communities. Because the transaction involved a hospital authority owner of the real estate, AGG handled the filing of a full certificate-of-need application, a 60-day process that requires gathering a significant amount of information and data.

Represented pharmacy health information provider in successfully defeating emergency TRO proceedings brought by competitor in federal court for alleged trade secret misappropriation, which result was followed by prompt dismissal of all claims in suit.

Advised Griffin-American Healthcare REIT III, Inc. and NorthStar Healthcare Income, Inc. in their $1.125 billion joint-venture acquisition of controlling interest in Trilogy Investors LLC, the parent company of Trilogy Health Services LLC, a leading owner-operator of integrated senior healthcare campuses, operating approximately 100 properties comprised of more than 10,000 beds throughout Indiana, Ohio, Michigan and Kentucky.

Represented three private home care businesses in a simultaneous sale to a national private home care business.

Represented a large medical practice in the redemption of departing shareholder physicians, including advice regarding post-shareholder employment and restrictive covenant enforcement issues.

Obtained favorable rulings from multiple state appellate courts enforcing nursing home arbitration agreements, including Georgia, North Carolina, South Carolina, and Florida.

Represented a national medical practice and management company in the evaluation and response to federal and multi-state HIPAA security and privacy matters, including review of the alleged breach, assembly of patient and business partner communications, notification of state and federal parties.

Represented a national medical practice and management company with regard to physician employee issues, including advise related to termination of physician employees and applicable restrictive covenant issues.

Obtained a precedent-setting injunction restraining a national plaintiff law firm from using deceptive advertisements that mischaracterized nursing home survey results.

Represented a national medical practice and management company in the evaluation and response to federal and state HIPAA security and privacy matters.

Represented multiple, large medical practices in the development of medical directorship agreements.

Successfully defended and resolved series of complex healthcare billing claims for healthcare provider client, including coordinating multi-jurisdiction litigation and state-level RAC audits related to the underlying billing dispute.

Represented a national medical practice and management company in the analysis of accountable care organizations and advice regarding necessary corporate and regulatory structures to permit participation in multiple ACOs.

Represented a large health system in the development and negotiation of clinical trial program agreements.

Represented a national medical practice’s and management company’s expansion into multiple states, including advice regarding provider licensing and state corporate practice of medicine issues, including formation of new corporate entities as appropriate and drafting and negotiating provider employment agreements.

Advised a urology practice regarding a professional services agreement with a large integrated health system.

Represented a large medical practice in the advice and negotiation of new physician employment agreements, including restrictive covenant issues.

Representation of a national medical practice and management company in the establishment of physician-owned single specialty ambulatory surgery centers and submissions of requests for letters of non-reviewability including advice regarding applicable corporate structures to address federal and state laws.

Represented a national medical practice and management company with regard to the negotiation of a new billing and collection agreement, including privacy and security matters and related indemnity obligations.

Represented a multi-state medical practice management company start-up in the acquisition of multiple additional medical practices, including all aspects of the transaction from letter of intent to due diligence to transaction documents.

Represented a national medical practice and management company with regard to joint venture relationships with national health systems.

Represented a national medical practice and management company in the transfer of ownership among designated “friendly physicians”, including advice regarding applicable CON and licensing requirements.

Representation of a Georgia medical practice in formation and structure issues related to relocation of a medical practice and establishment of a physician-owned single specialty ambulatory surgery centers and submissions of requests for letters of non-reviewability including advice regarding applicable corporate structures applicable to the involvement of other non-specialists and related specialty physicians.

Served as healthcare regulatory counsel for a large national for-profit hospice provider on day-to-day operational and compliance matters, including issues related to certification, reimbursement, payor audits and appeals, and de novo growth, as well as in acquisitions and the restructuring of the company related to private equity investment.

Represented a large multi-location medical practice in the acquisition of multiple additional medical practices, including all aspects of the transaction from letter of intent to due diligence to transaction documents.

Represented a national medical practice and management company in the analysis of various Stark and Antikickback issues related to expansion of the business model and relationships with physicians, health systems and other vendors and providers.

Advised a Georgia Hospital Authority regarding its restructuring under the Georgia Hospital Authorities Law.

Represented a publicly traded REIT in a $4 billion sale of a portfolio of senior housing facilities.

Represented a large hospital system in the development of a regional urgent care joint venture arrangement, including tax strategy, corporate structure and regulatory analysis.

Advice to national hospice provider regarding compliance with breach reporting and notice requirements and indemnification rights where a potential breach was caused by an IT vendor Business Associate.

AGG obtained a temporary restraining order in federal court on behalf of a skilled nursing facility halting termination of the facility’s provider agreement. Through a bankruptcy filing made during the pendency of the temporary restraining order, the skilled nursing facility has successfully avoided termination of its provider agreement pending completion of the appeals process.

Assistance in structuring 15-year agreement with imaging equipment vendor and seeking OI6 advisory opinion in light of discount and risk components of arrangement.

Assisting with regulatory filings for national provider of provider of short-term post-acute, rehabilitation, skilled nursing and long-term care services.

Successfully defended Health Management Associates at trial from claims that it breached the terms of an employment contract with a former employee.

Obtained Order dismissing Heritage Healthcare of Ashburn from multi-party litigation based on the Plaintiff’s failure to arbitrate claims of negligence as required under a valid and enforceable arbitration agreement.

Represented a large regional hospital system in the development of a professional services arrangement, including all aspects of the transaction, including due diligence, negotiation of primary agreements, regulatory filings (state and federal).

Conducted internal investigation for national therapy provider regarding resource utilization groups (“RUGs”) and therapy reimbursement.

Represented a large hospital system in the development of a system-wide, multi-specialty, physician practice acquisition strategy and process; including all documentation and negotiation.

Obtained rulings from the North Carolina Court of Appeals and South Carolina Court of Appeals enforcing pre-dispute arbitration agreements entered in connection with nursing home admissions. Westmoreland v. High Point Healthcare Inc., 721 S.E.2d 712 (N.C. App. 2012) (holding that agreement was not unconscionable and enforcing agreement notwithstanding unavailability of AAA to administer arbitration); Johnson v. Heritage Healthcare of Estill, LLC, 2014-UP-318 (S.C. App. Aug. 6, 2014) (unpublished).

Serves on multiple client promotional review boards for pharmaceutical and medical device companies as the legal representative to ensure  regulatory compliance of FDA’s labeling and promotional requirements.

Represented owner of MRI/CT scan centers in parallel civil and criminal investigations alleging improper billing and upcoding. The government declined to file criminal charges. Although the government demanded over $5 million to settle the case, we successfully settled for a nominal sum.

Defended UHS-Pruitt Corporation in a two week nursing home liability jury trial, obtaining a favorable result on behalf of the client.

Serving as health regulatory counsel to private equity group in the acquisition of home health provider, including transfer of all necessary operational licenses. Purchase price was in excess of $5 million.

Represented, as part of an AGG team, a national long-term care hospital chain in Medicare reimbursement appeals stemming from a Centers for Medicare and Medicaid Services (CMS) post-payment audit demonstration project. The AGG team achieved fully favorable ALJ decisions for the provider in more than 95 percent of cases tried during the three-year demonstration project.

Provided legal and policy counsel to the Department of Community Health related to Georgia’s Health Information Exchange.

Successfully negotiated the resolution of claims for reimbursement of Medicare bad debts on behalf of a group of skilled nursing providers following an appeal to the U.S. Court of Appeals for the Eleventh Circuit.

Serving on client review board for a North Carolina-based pharmaceutical company as the legal representative on the company’s internal committee that reviews advertising and promotional materials.

Successfully represented a Georgia home health provider in a request for reconsideration of a CMS contractor’s decision to terminate the provider’s Medicare enrollment.

Serving on client review board for a Montreal-based pharmaceutical company as the legal representative on the company’s internal committee that reviews advertising and promotional materials.

Served as health regulatory counsel advising investor in a provider of management services to physician practices in thirteen states; worked with corporate counsel to draft and negotiate appropriate healthcare representations and warranties, escrow and indemnification provisions. Advised on risk under state laws applicable to the model, including corporate practice of medicine, fee-splitting and scope of practice,  as well as federal Anti-kickback issues as applied to management models in OIG advisory opinions and other guidance.

Represented a large hospital system in the negotiation and drafting of a specialty co-management agreement including all corporate transactional agreements and development of applicable co-management measurement metrics in compliance with federal fraud and abuse requirements.

Provided legal and policy counsel, with particular focus on health information privacy and security issues, to the Department of Community Health related to Georgia’s Health Information Exchange.

Assisted healthcare client with redesign and drafting of amended and restated phantom stock plan and plan award-related documents.

Serving as health regulatory counsel to private equity group in acquisition of substantially all of the assets of a national hospital chain. Transaction value in excess of $1 billion.

Obtained order from the Court requiring arbitration of a Plaintiff’s claims in accordance with the provisions of a pre-dispute arbitration agreement governed by the Federal Arbitration Act.

Conducted internal investigation for national nursing home chain regarding patient reauthorizations and reimbursement issues.

Represented a physician specialty group practice in asset sale to tax-exempt hospital system and related development of a center of excellence. Varied employment arrangements for all acquired providers. Purchase price was in excess of $5 million.

Successfully obtained reversal by CMS of revocation of home health agency’s Medicare provider number based upon an allegation that the provider parent location was not operational, resulting in CMS overturning the fiscal intermediary’s decision to revoke, and reopening the enrollment to be processed.

Successfully represented a Georgia home health provider in a request for reconsideration of a CMS contractor’s decision to terminate the provider’s Medicare enrollment.

Participated in representing a healthcare private equity investor in the $2.4 billion dollar sale of the real estate assets of a national nursing home company.

Compelled arbitration for nursing home provider, then prevailed at arbitration and received an award of attorney’s fees and costs against the plaintiff.

Implemented a novel strategy of filing a federal lawsuit to successfully compel arbitration of a nursing home case, for Kindred Nursing Centers, resulting in a decision of first impression in Georgia. (Kindred Nursing Centers Limited Partnership v. Cynthia Jones, USDC Southern District of Georgia, Case No. CV409-105 (March 16, 2011))

Served as lead counsel for a development of regional 20+ physician group practice utilizing clinical integration and financial integration. Transaction included negotiation and establishment of employments agreements, operating agreement and management agreement in compliance with both federal fraud and abuse and anti-trust compliance requirements.

Assisted multi-state provider of outpatient physical therapy services with more than 200 outpatient clinics in preparing for sale of company to the private equity arm of  a foreign pension fund. Regulatory counseling included seller-side due diligence and implementation of a compliance program and HIPAA compliance plan.

Drafted Amicus Curiae brief on behalf of the Georgia Hospital Association and the Georgia Health Care Association regarding denials from trial courts of qualified protective orders allowing ex parte interviews with plaintiffs’ treating medical providers.

Conducted internal compliance investigation in response to allegations by former employee of client that client had  terminated employee in retaliation for having reported 1) a significant HIPAA breach of Protected Health Information which was not fully de-identified before being provided to pharmacy companies; and 2)non-compliance with law related to the client’s implementation of its financial hardship policy.

Represented purchaser in the sale / leaseback of juvenile acute care facility which included a long term care and outpatient components as well as a day care facility.

Served as health regulatory counsel on private equity investor’s acquisition of a Southwest-based provider of outsourced third-party eligibility, revenue cycle management and billing services for 300 hospitals in 33 states. Focus included compliance with Social Security disability advocacy requirements, permissibility under state law of percentage fees for billing and impact of need to obtain new biller submitter IDs on timing of closing and structure of transaction.

Successfully obtained default judgment for nursing home client in case alleging breach of contract.

Represented a large hospital system in fraud and abuse analysis related to the development and securities offering of multi-specialty ambulatory surgery center.

Represented a large hospital system in the negotiation and drafting of a specialty joint venture agreement, including all regulatory analysis and drafting of corporate transaction documents.

Obtained fully favorable judgments from U.S. Administrative Law Judge (ALJ) in a series of Medicare reimbursement appeals for mid-western long-term care hospital.

Successfully obtained reversal of over $1.3 million in Medicare denials for nursing home therapy services by implementing strategy of attacking the statistical extrapolation methodologies used by the audit contractor.

Represented executive of small public company in criminal investigation related to alleged diversion of infusion drugs. Investigation closed with no charges filed.

Represented former CEO and Treasurer of national, publicly traded nursing home chain in parallel civil and criminal anti-kickback and false claims investigations. No charges or lawsuits were filed against client.

Represented Newnan Hospital by negotiating, developing and documenting a plan whereby the client, a nonprofit hospital, was sold to a large nonprofit hospital system, Piedmont, on terms which assured the community that Piedmont would build a new hospital for the community to replace the existing hospital which occupied two buildings built in the 1920s and 1950s. The new hospital, Piedmont Newnan Hospital, opened in May 2012.

Represented solo physician specialty practice in asset sale to publicly traded physician management company. Transaction included negotiation and transfer of exclusive services agreement with multiple area hospitals. Development of post-closing contingent compensation system tied to individual physician requirements and needs. Varied employment arrangements for all acquired providers. Purchase price was in excess of $4 million.

Represented a 30-physician specialty group practice in stock sale to publicly traded physician management company. Transaction included negotiation and transfer of exclusive services agreement with multiple area hospitals. Development of post-closing agreement on management and policy that included recognition of senior and junior physicians, intra-practice leadership and transition models. Varied employment arrangements for all acquired providers. Negotiation and early termination of office lease, including all physician guarantees. Purchase price was in excess of $70 million.

Represented a physician specialty group practice and related ambulatory surgery center in asset sale to tax-exempt hospital system and related development of a center of excellence. Transaction included development of post-closing agreement on management and policy.  Varied employment arrangements for all acquired providers. Purchase price was in excess of $4 million.

Successfully represented multiple health systems, after extensive appeals in obtaining the certificate of need permitting them to establish hospitals in Roswell, Ga. (now North Fulton Hospital) and Pleasant, SC.

Advised a longstanding private equity client on all regulatory aspects of a consensual receivership with three different operating companies in 8 states. AGG oversaw the transition of the facilities to new operators during the receivership. The affected facilities were located in Wisconsin, Minnesota, Idaho, Oregon, Washington, West Virginia, Delaware and Pennsylvania.

Advised academic medical center in the development of intellectual property policies and procedures.

Advised and guided multiple providers through the regulatory audit process by a Medicare and Medicaid contractor.

Advised multi-state hospital system on various regulatory matters, including credit balances and state unclaimed-property requirements.

Advised national hospital system in structuring charity policies for state compliance.

Advising a home health client on its successful application for participation in the Medicare Independence at Home Demonstration.

Assisted in negotiating managed care contracts with various health plans.

Assisted in the expedited sale of Midwest-based ambulance provider.

Counseled a non-profit healthcare provider on the Georgia Hospital Authority Act, including related Certificate of Need, licensure, and Medicaid rules and regulations related to a corporate reorganization.

Counseled home health provider in structuring “house call” service model for Stark/Anti-kickback compliance and satisfying Medicare reimbursement rules.

Directed the investigation, management and resolution of high exposure professional and general liability litigation for Kindred Healthcare, Inc. and Extendicare Health Services, Inc. Negotiated claim/litigation settlements with plaintiff’s attorneys in multiple jurisdictions. Participated in numerous mediation conferences and coordinated with the company’s outside insurers (reinsurers/excess insurers) on liability claims issues.

Drafted policies and implemented various compliance initiatives arising from the Patient Protection and Affordable Care Act (“ACA” or health care reform law).

Gained CON approval for a new cancer center for Meadows Regional Cancer Center LLC over objections and administrative appeals by two competitors. The approvals were upheld after additional judicial appeals.

Implemented an interim management agreement structure for a client seeking to expeditiously exit a state.

Obtained Certificate of Need approval and initial licensure and Medicaid enrollment of one of the nation’s first assisted living projects funded with affordable housing tax credits.

Obtained reenrollment and negotiated enhanced reimbursement rates for a multi-state nursing facility provider emerging from bankruptcy.

Obtained regulatory approval for the replacement of a nursing facility operator on an expedited timeline on behalf of a REIT (accomplished in three weeks with a typical state timeline of three months).

Participated as a key member of the team that implemented compliance standards arising from the first quality-based national five-year corporate integrity agreement with the Department of Health and Human Services (DHHS) Office of Inspector General (OIG).

Represented a hospice provider in the acquisition of a hospice company with more than 60 locations in 14 states.

Represented a private investment management firm in an $870 million acquisition of the real estate and transfer of operations to 4 separate operating entities for over 160 senior care facilities across 12 states, including both skilled nursing and assisted living facilities.

Represented a private investment management firm in an acquisition of a 5,000-person community-based organization that provides services and support for people with developmental and intellectual disabilities across the U.S.

Represented a publicly traded REIT in a $4 billion sale of a portfolio of senior housing facilities.

Represented a receiver in its acquisition of a hospital chain pursuant to a court-approved comprehensive settlement agreement.

Represented neurology clinic in negotiating and drafting complex agreements with a non-profit health center concerning the use of imaging equipment, personnel, and office space and structuring this arrangement for Stark/Anti-Kickback compliance.

Represented one of the nation’s largest private post-acute care providers in a merger with a publicly traded post-acute care provider resulting in a combined publicly traded company with annual revenues of $5.5 billion.

Representing a medical practice and real estate development company in the analysis of Stark, federal anti-kickback, state certificate of need rules and corporate practice of medicine rules in conjunction with an analysis of various equity investment options to be made available to physician-investors in a $15 million medical office building and subsequent tenant-based health care service providers (e.g., laboratories, imaging centers).

Representing university and hospital system in defending lawsuit alleging tortious interference with business relations, defamation, and RICO violations.  After filing a motion to dismiss based on Georgia’s anti-SLAPP statute, plaintiff voluntarily dismissed the case. Other issues in the case are scheduled to be heard by the Georgia Court of Appeals.

Resolved through a global civil settlement, with the U.S. Department of Health and Human Services, Office of Inspector General and the U.S. Department of Justice, a 3 year investigation involving quality of care issues at two skilled nursing facilities.

Served as counsel to the buyer of a portfolio of over-the-counter pharmaceutical products in connection with a private auction and strategic divestiture by a leading multi-national pharmaceutical company.

Successfully litigated a case in which CMS had to refund more than $600,000 plus $53,000 in interest to a nursing home.

Supervised a team of investigators, consultants and outside counsel through the completion of a 4 year criminal investigation by the Kentucky Attorney General’s Medicaid Fraud Control Unit. Successfully negotiated a global civil settlement and a three-year corporate integrity agreement.