Health Law Regulatory

Affiliation, Purchase/Sale and Merger of Health Care Facilities

The firm’s health law attorneys have represented numerous health care clients in merger, acquisition, affiliation and purchase/sale transactions. Our activities include negotiating, structuring and documenting these transactions, as well as downsizing, conversion or closure of health care facilities. The collective experience of the attorneys within the Practice Area includes the successful completion of such projects for major tertiary care hospitals as well as community-based institutions. Representative projects have included:

• Negotiation and structuring of several multi-hospital mergers and affiliations, including those among Catholic-sponsored and non-Catholic entities.
• Negotiation and structuring acquisition by purchase, lease or management of hospitals on behalf of a health system.
• Merging multiple physician specialty practice groups to achieve efficiencies and regional coverage.
• Formation of specialty provider networks through merger of independent practices.
• Sale of a home health agency to a national organization.
• Sale of a tax-exempt hospital to a for-profit health care system.

Practice Area and firm expertise in corporate transactions, antitrust counseling, Hart-Scott-Rodino filings, joint ventures and restructuring augment the Area’s merger, acquisition, sale and affiliation practice. ERISA/Benefits and Labor expertise provides valuable support to this segment of our practice and in particular to issues arising from downsizing or closure situations. 

Medicare/Medicaid Program Reimbursement

Attorneys in the Health Law Practice Area regularly counsel health care clients on the legal aspects of reimbursement under the Medicare and Medicaid programs. We have substantial experience in the area of fraud and abuse and counsel numerous clients in structuring business arrangements in a manner consistent with federal and state prohibitions on kickbacks and other fraud. We counsel hospitals, physician organizations, subacute providers, Federally Qualified Health Centers, Community Mental Health Centers and other providers regarding conditions of participation and reimbursement under these programs. We also maintain a national practice counseling provider-sponsored networks and MCOs, as well as federal, state and county governmental agencies, regarding development and implementation of Medicare/Medicaid managed care programs. Representative projects include:

• Developing numerous MCOs designed to participate in Medicaid managed care programs.
• Counseling state Medicaid agencies and state departments of mental health regarding Medicaid managed care program design.
• Creating hospital-sponsored primary care programs targeting public-pay clients.
• Conducting 50-state analysis of anti-kickback laws on behalf of large national provider network.
• Counseling physician organizations and other providers regarding anti-kickback issues. 

State and Federal Tax Exemption Issues

The Health Law Practice Area and other attorneys in the firm have an extensive background in addressing federal and state tax exemption issues for a wide range of health care entities. Our projects range from preparation of applications for federal tax-exempt status to resolution of private inurement and Unrelated Business Income Tax (“UBIT”) concerns emanating from joint venture activities with nonexempt parties. Representative projects include:

• Submitting numerous applications for tax-exempt status on behalf of newly created entities, often for applications considered to present unique challenges or issues.
• Advising exempt entities on recruitment compensation programs for physicians and administrators, including incentive compensation and severance benefit arrangements, and on the limitations imposed by the use of tax-exempt bond financing.
• Counseling a health system on tax-exemption issues associated with an extensive corporate restructuring.
• Analyzing tax exemption principles relating to numerous projects involving the acquisition of physician practices, the development of managed care networks, joint ventures with nonexempt entities, and self-insurance arrangements or group purchasing of insurance.
• Counseling providers regarding employee versus independent contractor classification.

Our federal tax capabilities are supplemented by the Practice Area’s ability to address state and local sales, use and property tax exemption issues on behalf of our health care clients. We are regularly called upon to apply for these exemptions and also to ensure that these exemptions are retained to the fullest allowable degree in the course of sales, leases and restructuring. 

Information Technology

Vedder Price has been principal counsel for both vendors and users of information technology products and services in the healthcare industry. Its IT attorneys regularly work with attorneys in the Health Law Practice area to handle a variety of agreements and matters for our clients—software development agreements, technology licensing and maintenance agreements, outsourcing agreements (mainly of data management via specialized computer software tools as well as help desk type operations and networking operations), hosting agreements, subscription agreements, multi-media content acquisition agreements, security interests in intellectual property, distribution agreements, technology transfer agreements, electronic commerce, consulting agreements, creative business ventures and strategic alliances are all matters Vedder Price attorneys handle regularly for the firm’s client base. The group also regularly assists firm clients with the unique issues raised in the negotiation of EMR installation and service agreements.  

Vedder Price’s litigators have a collective 90-plus years of experience with these issues. Within just the past three years, we have successfully prosecuted and defended hundreds of claims involving restrictive covenants and trade secrets, both within and outside Illinois, at the state and federal trial and appellate court levels. The favorable results we have achieved for our clients – ranging from Fortune 50 companies to individual entrepreneurs – speak for themselves. Examples of our recent representations include:

• the successful enforcement of restrictive covenant and trade secret claims against former employees of a major national manufacturing concern, in multiple jurisdictions throughout the country
• the successful defense of a restrictive covenant/trade secret action brought against several former employees of national software development company
• the successful enforcement of restrictive covenant and trade secret claims against former employees of nationwide placement firm
• successful defense of several former medical professionals in a law suit alleging breach of restrictive covenants and theft of trade secrets 

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