Earnouts in Healthcare Transactions: Bridging the Valuation Gap, Minimizing Stark and AKS Risk
Structuring Clauses to Protect Buyers and Sellers and Reduce Post-Closing Disputes
Recording of a 90-minute CLE video webinar with Q&A
This CLE webinar will guide healthcare attorneys on earnouts in healthcare transactions. The panel will examine the components of a well-structured earnout and discuss best practices for designing earnouts to minimize disputes. The panel will also address the risks, including potential violation of Stark and the Anti-Kickback Statute (AKS). The panel will offer guidance for structuring earnout provisions.
Outline
- Earnout provisions in healthcare M&A
- Advantages and disadvantages of earnouts
- Considerations
- Components
- Risks
- AKS
- Stark
- Best practices for structuring earnout provisions
Benefits
The panel will review these and other challenging issues:
- What risks should counsel keep in mind when determining whether to use earnout provisions in healthcare deals?
- What post-closing concerns should buyers and sellers anticipate and address during deal negotiations?
- What are best practices counsel should employ when designing earnouts to minimize disputes?
Faculty
Nicole A. Liffrig Molife
Counsel
Latham & Watkins
Ms. Liffrig Molife’s practice focuses on healthcare transactions and regulatory counseling matters. She advises... | Read More
Ms. Liffrig Molife’s practice focuses on healthcare transactions and regulatory counseling matters. She advises clients on healthcare regulatory, compliance, and business considerations that clients in the healthcare and life sciences industry face in transactions and contractual arrangements. These matters have included mergers, acquisitions, financings, securities offerings, joint ventures, contractual affiliations and other business agreements, and consulting and service agreements involving a wide variety of healthcare and life sciences companies. In addition to her practice, Ms. Liffrig Molife serves as Research & Website Vice Chair of the Life Sciences Practice Group of the American Health Lawyer’s Association. She writes and speaks frequently on a variety of healthcare and life sciences topics, including healthcare compliance risks and regulatory structural considerations arising in healthcare transactions, fraud and abuse risks in Health IT agreements, compliance with the Stark Law, contract negotiation and due diligence strategies, and Medicare coverage and reimbursement matters.
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Lawrence W. Vernaglia
Partner
Foley & Lardner
Mr. Vernaglia is the Department Chair for the firm’s Industry Teams Department, responsible for overall strategy... | Read More
Mr. Vernaglia is the Department Chair for the firm’s Industry Teams Department, responsible for overall strategy and leadership across all industry teams. Prior to that, he served for eight years as chair of the firm’s Health Care Industry Team. Mr. Vernaglia represents hospitals, health systems and academic medical centers, and a variety of other health care providers. His practice involves regulatory and transactional matters, including Medicare/Medicaid reimbursement compliance advice and appeals; mergers, acquisitions and financings; state regulatory issues including licensing, change of ownership, and CoN/DoN; survey/certification appeals; fraud & abuse/Stark law analyses; managed care contracting; and general corporate and business planning in health care. Mr. Vernaglia serves as Outside Policy Counsel for the Massachusetts Health & Hospital Association. He runs strategic planning programs for senior management and governing boards.
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Richard J. Zall
Partner
King & Spalding
Mr. Zall advises healthcare companies, investors and lenders in their most challenging transactions, including... | Read More
Mr. Zall advises healthcare companies, investors and lenders in their most challenging transactions, including M&As, joint ventures, financings and complex commercial agreements. He advises clients on state and federal healthcare regulatory compliance matters, including the corporate practice of medicine, digital health, telemedicine, HIPAA, fraud and abuse, Medicare and Medicaid payment reimbursement, MACRA, and value based payment. Mr. Zall is a respected thought leader in the healthcare industry and frequently presents at key industry events.
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