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Experience
Self-Insured Employer Health Plan “ACO” and Direct Contracting
Represented the Boeing Company in connection with the creation of preferred provider programs offered in Washington, Missouri, South Carolina, and planned for Southern California in 2017. Representation included development of risk sharing payment models, provisions for improved service to health plan members, contracting for the provider organization, provisions for data sharing and reporting, including advising on data privacy and security, ERISA, insurance law and regulation, and other legal issues.
Physician Practice Sales and Mergers
Represented numerous physician practices and physician owned ancillary services in mergers with other physician practices, and in affiliations and sale transactions to hospitals and health systems. Also represented health and hospital systems in acquisition and mergers with physician- and provider-owned companies, and structuring physician divisions within healthcare systems. Scope of representation has included negotiation of transaction documents, including professional services and employment agreements, counseling physician boards, offering advice regarding valuation issues, due diligence, employment, certificate of need and other regulatory issues.
Joint Ventures for Diagnostic Services, Treatment, and Ambulatory Surgery Facilities
Represented numerous healthcare joint ventures for a range of services, including diagnostic services, cancer treatment services and for ambulatory surgery centers. These ventures have included physician and other professional owners, hospital venture partners, and business partner participants. Representation has included “provider based” joint ventures as permitted by Medicare rules.
Joint Ventures for Contracting and Clinical Integration
Represented single specialty healthcare and behavioral health organizations formed to promote clinical integration and undertake payor contracting.
Hospital M&A Transaction with Public Hospital Districts
Represented both buyer and seller parties in transactions involving long-term leases of public hospital district facilities by hospital systems. Representation included advice to public hospital district commissioners, compliance with public hospital district laws, negotiation of transaction documents, public records act advice, certificate of need, operations transition, employment and benefits issues, and other issues.
High Risk Insurance Pool
Representation of Washington’s high-risk pool, including counsel to board, advice regarding member issues and compliance with insurance regulatory requirements. Representation included organization and contracting with the U.S. Department of Health and Human Services for operation of the transitional federal high risk pool under the Affordable Care Act.
Pediatric Vaccine Nonprofit Organization
Counsel Washington state statutorily constituted nonprofit organization which funds the state’s universal pediatric vaccine program, including startup formation and ongoing representation.
Health Plan Business Processing Contract
Represented managed Medicaid health plan in negotiation of its business processing contract with a national vendor. Representation included negotiation and development of contract documents for comprehensive services and advice concerning government health program contract compliance requirements.
Corporate Practice of Medicine
Represented physicians, hospitals and management companies in structuring acquisitions, facility development, investments and management contracts with professional entities in compliance with the corporate practice of medicine laws. Advise investors in connection with “friendly physician” arrangements for compliance with corporate practice of medicine.
HIPAA and Data Sharing
- Represented provider clients in negotiation and documentation for data sharing arrangement involved in clinically integrated networks and ACOs.
- Counseled numerous vendors to consumers and healthcare providers, including e-commerce companies, concerning business model compliance with HIPAA and other regulatory requirements.
Practice Formation
Represented physicians in the organization and formation of professional entities for the practice of medicine, including structuring compensation and buy/sell arrangements and organization of ancillary services.
Healthcare Regulatory Compliance
- Counseled numerous clients concerning structure of professional compensation plans, and M&A transaction terms compliance with federal and state anti-kickback and Stark laws.
- Prepared provider professional services agreements.
- Counseled clients on corporate practice of medicine and fee splitting issues related to physician and management contracts.
- Provided due diligence reviews regarding professional and facility licenses, change of ownership, and anti-kickback and Stark law compliance.
- Counseled on legal issues related to fair market value compensation requirements.
Community Primary Care Clinic (FQHC)*
Provided counsel regarding the reorganization of community primary care clinic and family practice residency program as a federally qualified health center. Engagement included structuring financial support, organization of tax-exempt organization and community board, preparing documentation, and successful application for FQHC status. (Central Washington Community Health Plan, Yakima clinic)
Multispecialty Clinic Affiliation*
Provided counsel to multispecialty clinic of over 200 providers in connection with an affiliation transaction with a national hospital public company. Representation included structuring the affiliation, negotiation and preparation of transaction documentation, obtaining regulatory approvals, due diligence and providing counsel to the client governing board. (Rockwood Clinic acquisition by CHS)
* Prior Experience
