Ambulatory Surgery Center Acquisitions: Minimizing Compliance Risks
Meeting Regulatory Requirements and Avoiding Due Diligence Pitfalls
Recording of a 90-minute CLE webinar with Q&A
This CLE course will provide healthcare counsel with a review of the key regulatory issues involved in acquisitions of ambulatory surgery centers (ASCs). The panel will offer guidance on structuring the arrangements and conducting due diligence.
Outline
- The transaction process non-disclosure/confidentiality agreement
- Negotiation of NDA
- Exchange of information and documentation
- Commencement of negotiations
- Letter of intent/term sheet
- Continued due diligence
- Negotiate material terms
- Non-binding LOI
- Definitive documents
- Negotiate definitive documents
- Closing
- Execute and deliver transaction documents
- Satisfy all “conditions to close”
- Negotiation of NDA
- Due diligence
- Compliance with applicable healthcare statutes and regulations
- Anti-kickback safe harbors
- Comparable state anti-fraud safe harbors
- State self-referral laws, if applicable
- Billing and coding audit and review
- Medicare/Medicaid audits or reviews
- Private payer recoupments
- Compliance with conditions of participation
- Licensure, CON and accreditation
- Past or pending claims
- Antitrust considerations
- Other
- Compliance with applicable healthcare statutes and regulations
- Deal structure
- Acquisition of all or substantially all of the assets of ASC
- Stark Law “isolated transactions” exception
- Anti-kickback statute
- Hospital-based reimbursement
- CON, licensure
- Antitrust
- Acquisition of ownership interests in existing ASC
- Stark Law “isolated transactions” exception
- Anti-kickback statute
- OIG advisory opinions (acquisition transaction)
- “Ambulatory surgical centers” safe harbors
- Post-closing arrangements
- Acquisition of all or substantially all of the assets of ASC
- Best practices
Benefits
The panel will review these and other key issues:
- What are the key legal concerns for hospitals and physicians considering acquisition or investment in an ASC?
- What compliance risks related to use of the ASC by the physician owners are faced by the ASC?
- What are the best practices for counsel in the due diligence process?
Faculty

Curtis H. Bernstein, CPA/ABV, ASA, CVA, MBA
Partner
Pinnacle Healthcare Consulting
Mr. Bernstein specializes in providing valuation, transaction advisory, strategic and operational consulting services... | Read More
Mr. Bernstein specializes in providing valuation, transaction advisory, strategic and operational consulting services to clients. He has extensive experience working closely with hospital systems, physician groups, ambulatory surgery centers and other healthcare providers. He also provides valuation services in the areas of business valuation and complex compensation structures.
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LauraLee R. Lawley
Partner
McGuireWoods
Ms. Lawley focuses her practice on the healthcare industry, representing healthcare providers in mergers, acquisitions,... | Read More
Ms. Lawley focuses her practice on the healthcare industry, representing healthcare providers in mergers, acquisitions, divestitures, joint ventures, corporate governance and regulatory matters. Her clients include hospitals, ambulatory surgery centers, dialysis centers and physician groups. Ms. Lawley also represents lenders in transactions involving borrowers in the healthcare industry.
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