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

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Conducted on Wednesday, November 28, 2018

Recorded event now available

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Course Materials

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.


The healthcare industry has seen a resurgence of ASC acquisitions. There are steps buyers can take to mitigate risk associated with acquiring an ASC. Counsel to hospitals and healthcare systems involved in an acquisition should conduct a thorough due diligence review, including an examination of payments to physicians, a review of fraud and abuse regulatory compliance, and an audit of coding and billing.

Listen as our authoritative panel examines the regulatory issues facing those involved in acquisitions of ASCs and offers best practices for due diligence and addressing issues in operating/management agreements.



  1. The transaction process non-disclosure/confidentiality agreement
    1. Negotiation of NDA
      1. Exchange of information and documentation
      2. Commencement of negotiations
    2. Letter of intent/term sheet
      1. Continued due diligence
      2. Negotiate material terms
      3. Non-binding LOI
    3. Definitive documents
      1. Negotiate definitive documents
    4. Closing
      1. Execute and deliver transaction documents
      2. Satisfy all “conditions to close”
  2. Due diligence
    1. Compliance with applicable healthcare statutes and regulations
      1. Anti-kickback safe harbors
      2. Comparable state anti-fraud safe harbors
      3. State self-referral laws, if applicable
    2. Billing and coding audit and review
      1. Medicare/Medicaid audits or reviews
      2. Private payer recoupments
    3. Compliance with conditions of participation
    4. Licensure, CON and accreditation
    5. Past or pending claims
    6. Antitrust considerations
    7. Other
  3. Deal structure
    1. Acquisition of all or substantially all of the assets of ASC
      1. Stark Law “isolated transactions” exception
      2. Anti-kickback statute
      3. Hospital-based reimbursement
      4. CON, licensure
      5. Antitrust
    2. Acquisition of ownership interests in existing ASC
      1. Stark Law “isolated transactions” exception
      2. Anti-kickback statute
        1. OIG advisory opinions (acquisition transaction)
        2. “Ambulatory surgical centers” safe harbors
      3. Post-closing arrangements
  4. Best practices


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?


Bernstein, Curtis
Curtis H. Bernstein, CPA/ABV, ASA, CVA, MBA

Pinnacle Healthcare Consulting

Mr. Bernstein specializes in providing valuation, transaction advisory, strategic and operational consulting services...  |  Read More

Lawley, LauraLee
LauraLee R. Lawley


Ms. Lawley focuses her practice on the healthcare industry, representing healthcare providers in mergers, acquisitions,...  |  Read More

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