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

Conducted on Thursday, May 18, 2017
Recorded event now available

This CLE webinar 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.


Healthcare transactions often are not signed and closed on the same day, partially due to the highly regulated nature of healthcare. The time between signing and closing enables the parties to obtain the necessary certifications, permits, etc., required in a sale or change of ownership.

Although the key deal terms are generally determined prior to signing, there are many tasks that must be completed between signing and closing and will be conditions to closing.

Listen as our authoritative panel of healthcare attorneys examines issues that should be addressed post-signing and post-closing in a healthcare transaction, including mergers and acquisitions. The panel will discuss regulatory and third-party approvals, tax issues that often arise, escrow, agreements covering the transition period, rep andwarranties, insurance, indemnity, post-closing dispute matters, and post-closing obligations.


  1. Obtaining regulatory and third-party consents and approvals
  2. Tax issues
  3. Escrow
  4. Transition services agreements
  5. Insurance and indemnity
  6. Post-closing obligations
  7. Post-closing disputes


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


H. Guy Collier, Partner
McDermott Will & Emery, Washington, D.C.

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.

Steven M. Gerenraich, Partner
Foley & Lardner, Chicago

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.


CLE On-Demand - Streaming Video

Includes recorded streaming video of full program plus PDF handouts.

On-demand is the only recorded format recognized for CLE credits in DE, IN, KS, LA, MS, NC, OH, OK, SC, TN, VA, WI.

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*Only available for attorneys admitted for more than two years. For OH CLE credits, only programs recorded within the current calendar year are eligible - contact the CLE department for verification.

**NH attendees must self-determine if a program is eligible for credit and self-report their attendance.

CLE On-Demand Video $297.00

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Recorded Event

Includes full event recording plus handouts.

Strafford is an approved provider and self-study CLE credit is available in most states.

AK, AZ, CA, CO, CT, FL, GA, HI, IA, ID, IL, KY, ME, MN, MO, MT, ND, NJ, NM, NY, OR, PA, TN, TX, UT, VT, WA, WV, WY (Note: Some states restrict CLE eligibility based on the age of a program. Refer to our state CLE Map for additional information.)

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Program Materials

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Program Materials

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CLE Credits

Many states grant CLE credits for on-demand streaming audio programs and recorded events. Our programs are pre-approved in many states. Refer to our state CLE map for state-specific information.

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Customer Reviews

The speakers were well prepared and knowledgeable.

Kathleem Murphy

San Francisco General Hospital

I liked the topic and the tools provided in the handouts.

Mildred Johnson

Texas Tech University Health Sciences Center

The seminar provided good practical examples and advice plus good Q&A.

Don Weinbren

Trenam Kemker

The program included very informative information on an important subject.

Jamie L. Webb

Baker Manock & Jensen

The speakers included a significant number of best practices, which are critical to application of the law.

Deirdre J. Kamber

Fitzpatrick Lentz & Bubba

or call 1-800-926-7926

Health Law Advisory Board

Lowell C. Brown


Arent Fox

Jennifer L. Evans



Ryan S. Johnson


Fredrikson & Byron

Gina M. Kastel


Faegre Baker Daniels

Karen S. Lovitch


Mintz, Levin, Cohn, Ferris, Glovsky and Popeo

David A. Manko


Proskauer Rose

John J. Miles

Senior Counsel

Baker Donelson

C. Elizabeth O'Keeffe


Wyatt, Tarrant & Combs

J. Peter Rich


McDermott Will & Emery

Donald H. Romano

Of Counsel

Foley & Lardner

Judith A. Waltz


Foley & Lardner

John R. Washlick


Buchanan Ingersoll & Rooney

Jesse A. Witten


Drinker Biddle & Reath

or call 1-800-926-7926

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Strafford webinars are backed by our 100% Unconditional Money-Back Guarantee: if you are not satisfied with any of our products, simply let us know and get a full refund. For more information regarding complaints and refunds, please contact us at 1-800-926-7926 ext 10. Complaints regarding this program can be submitted via the course evaluation found in the “Thank you” e-mail at the end of the course.