Healthcare Deals: Post-Signing and Post-Closing Issues
Obtaining Consents and Approvals; Navigating State Tax and IRS Requirements, Indemnity, Post-Closing Dispute Matters and Obligations
Recording of a 90-minute CLE webinar with Q&A
This CLE course will provide guidance to healthcare counsel on navigating post-signing and post-closing issues in healthcare transactions. The panel will discuss regulatory approvals, escrow and tax concerns, particularly issues arising under tax-exempt financing; and best practices for overcoming inherent challenges and risks.
Outline
- Obtaining regulatory and third-party consents and approvals
- Tax issues
- Escrow
- Transition services agreements
- Insurance and indemnity
- Post-closing obligations
- Post-closing disputes
Benefits
The panel will review these and other key issues:
- Identification of the key post-signing issues for hospitals, physicians, and other parties involved in healthcare transactions
- Typical pre-closing covenants that must be satisfied between signing and closing in a healthcare transaction
- Key regulatory approvals and other third-party consents that are needed before closing a healthcare transaction
- Navigation of the antitrust laws including limitations on cooperative action pre-closing, particularly during completion of the due diligence process
- Completion of due diligence and its potential impact on consummation of the transaction
- Completion or amendment of Schedules and Exhibits to the agreement
- Preparation of documents required for closing (e.g., Articles of Incorporation, Bylaws, Articles of Merger, etc.)
- Possible adjustment of the purchase price based on a reconciliation methodology set forth in the definitive agreement
- Consideration of tail insurance coverage
- Certain unique issues faced by public institutions
Faculty
H. Guy Collier
Partner
McDermott Will & Emery
Mr. Collier provides representation on transactional and related regulatory issues for health industry clients,... | Read More
Mr. Collier provides representation on transactional and related regulatory issues for health industry clients, including nonprofit hospitals and health systems, academic medical centers, public companies, private equity firms, post-acute providers, medical group practices, and pharmaceutical suppliers and distributors. He served previously in the Office of General Counsel for the DHHS and at the Institute of Medicine of the National Academy of Sciences.
CloseSteven M. Gerenraich
Partner
Foley & Lardner
Mr. Gerenraich’s practice focuses in the areas of mergers & acquisitions, private equity and venture capital,... | Read More
Mr. Gerenraich’s practice focuses in the areas of mergers & acquisitions, private equity and venture capital, joint venture and other commercial transactions, with particular experience in energy, construction, healthcare, healthcare-related companies, and the food industry. Mr. Gerenraich is a member of the firm’s Transactional & Securities and Private Equity & Venture Capital Practices as well as the Energy, Health Care, and Food & Beverage Industry Teams.
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