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

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Conducted on Thursday, May 18, 2017

Recorded event now available

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Course Materials

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.


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
H. Guy Collier

McDermott Will & Emery

Mr. Collier provides representation on transactional and related regulatory issues for health industry clients,...  |  Read More

Steven M. Gerenraich
Steven M. Gerenraich

Foley & Lardner

Mr. Gerenraich’s practice focuses in the areas of mergers & acquisitions, private equity and venture capital,...  |  Read More

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