Health Law

Experience

Few industries are as complex as health care - from both a regulatory and business perspective. The attorneys in our multidisciplinary Health Law Practice Group are well-equipped to handle a full range of services for health care entities, from traditional corporate and regulatory matters to complex joint ventures and financing structures.

Our comprehensive health care expertise enables us to provide selected services that complement the in-house counsel function. Alternatively, we can function as outside general or special counsel for a health care entity in accordance with its needs.

Our clients include hospitals, health care systems, and other providers, including long-term and intermediate care facilities, continuing care retirement communities, and physician groups. We also represent community and faith-based health care systems, health care investors, and medical suppliers.

We advise health care entities on general corporate, transactional, employment, regulatory, litigation, intellectual property, environmental, financing (taxable and tax-exempt), and tax matters. In addition, we represent hospitals and other health care providers in connection with a wide range of health care specific issues, including:

• medical staff and faculty matters, including recruitment, credentialing, employment agreements and restrictive covenants;
• licensing and accreditation;
• certificates of need;
• joint ventures with physicians and other third parties;
• compliance with state and federal regulations, including anti-kickback and fraud regulations;
• affiliation arrangements;
• corporate compliance plans;
• clinical trial agreements;
• vendor contracting; and
• litigation and government investigations, including physician discipline and whistleblower/qui tam claims.

We also advise health care clients on all types of complex financing structures and transactions, including:

• mergers and acquisitions and joint ventures;
• interest rate swaps and other derivative products;
• tax-exempt bonds (including master trust indenture structures);
• refinancings and restructurings;
• securities law matters;
• formation of integrated delivery systems;
• leasing transactions, including off-balance sheet (OBS) operating leases;
• financing of major construction and renovation projects; and
• credit enhancement techniques, such as bond insurance, FHA insurance, and letters of credit.

Representative Matters

Among our many notable engagements, we have represented:

• Hackensack Meridian Health, Inc. in its offering of $1 billion Hackensack Meridian Health Taxable Bonds, Series 2020;
• nonprofit hospitals, assisting in mergers and the consolidation of their debt without the need to refund their existing debt;
• hospital systems, conducting tax and regulatory due diligence;
• hospitals and medical centers, structuring financing transactions, including accounts receivable financing;
• physicians and physician groups, preparing professional services contracts;
• a healthcare entity, assisting with its expansion by providing contract and lease negotiation and land use services;
• a physician, in connection with peer review;
• a physician in connection with a negotiation of an employment agreement with a large physician group;
• a healthcare entity, in connection with the spinoff of divisions and separate business ventures;
• a physician group, in connection with labor and employment issues affecting partner physicians and hospitals;
• advised a healthcare consultancy firm on the development of a form of independent contractor agreement.
• various physicians, in connection with their re-credentialing by hospitals;
• various health care providers, counseling them on Stark Law and state and federal anti-kickback issues in connection with agreements between providers;
• various hospitals, in connection with their physician practice acquisition strategies; and
• various for-profit and not-for-profit entities, regarding the completion of IRS forms, including Form 990.

Disputes

• In Gerges et al, v. Internal Medicine Consultants, et al., succeeded in obtaining emergent permanent relief from the New Jersey Superior Court, Chancery Division, allowing three "hospitalist" doctors to avoid a restrictive covenant being asserted by their former employer. The former employer had gone out of business for all practical purposes; and the question presented, which was novel in New Jersey but addressed elsewhere throughout the country, was whether such an entity with only a technical remaining existence (albeit with potentially relevant ongoing medical activities by its former principals) had a right to enforce the former medical practice's restrictive covenant. Our litigation approach was successful in enabling our three clients to obtain a declaration (and other relief)that they were free of the restrictive covenant, with the litigation lasting only a matter of weeks.
• Represented a global biopharmaceuticals company in connection with its breast implant litigation.
• Served as counsel to a physician subject to a restrictive covenant, enabling him to open a practice in close proximity to his prior practice, without litigation.
• Represented various providers, helping them avoid litigation with disgruntled physicians in employment and partnership contexts.
• Served as counsel to a surgery center, in resolving a dispute with a third-party payor.
• Represented physician groups in connection with shareholder disputes.
• Counseled various health care providers, successfully defending them against seven-figure qui tam claims, resolving governmental overpayment, and drafting shareholder and operating agreements.

Bankruptcy, Restructuring and Distressed Asset Matters

• Represented a New York hospital in connection with its chapter 11 restructuring; (b) negotiated 3 separate DIP financing loans (including 1 with DASNY/HUD) and the term sheet for a fourth loan; (c) advised them on sale of real estate; (d) advised them on negotiation of equipment leases; (e) advised them in connection with numerous negotiations with lenders and vendors, (f) negotiated confidentiality agreements with numerous potential purchasers of the Queens, Brooklyn, and Staten Island hospitals.
• Represented a joint venture involving two New Jersey hospitals in connection with loan restructuring.
• Represented a New Jersey hospital in connection with debtor/creditor litigation.
• Represented a New Jersey medical and dental college in connection with attempt to acquire a children’s hospital designation in connection with large healthcare network’s chapter 11 bankruptcy case.
• Represented a New Jersey medical and dental college in connection with litigation involving hospital’s entitlement to charity care payments from the State of New Jersey.
• Represented a medical facility in connection with its acquisition of a healthcare facility out of bankruptcy and liens related to the matter.
• Represented a healthcare network in connection with appeal of adverse agency decision regarding reimbursement rates associated with beds acquired from area healthcare facilities.
• Represented a senior secured creditor and eventual acquirer of healthcare assets and businesses in connection with numerous chapter 11 cases.
• Represented a dialysis center in connection with the out of court foreclosure sale of a joint venture partner’s interest and related litigation.
• Represented a charitable foundation that provided DIP loan to a non-profit drug and alcohol rehabilitation center.
• Represented a healthcare interest in connection with its chapter 7 liquidation.
• Represented a significant creditor in connection with a hospital’s chapter 11 case.
• Represented the owner of the rights to a personal health product in connection with the bankruptcy of a manufacturer and related patent litigation with the inventor of the product, who had developed a competing personal health product.
• Represented a nursing home operator in connection with the potential purchase of two nursing home facilities out of bankruptcy.
• Represented a creditor and former officer in connection with a nonprofit health and human services organization’s chapter 11 case.
• Represented a number of creditors in connection with state rehabilitation/liquidation proceedings involving insurance companies.
• Advised a doctor and former employee in connection with the a hospital’s chapter 11 case.

Attorneys in the Health Law Practice Group work closely with colleagues in the Firm's other Practice Groups, including Tax; Public & Not-for-Profit Finance; Financial Transactions; Employment & Employee Benefits; Environmental Law; Governmental Relations; Litigation & Alternative Dispute Resolution; and Real Estate, providing clients with comprehensive representation.