Letters of Intent in Healthcare Transactions: Key Terms, Avoiding Pitfalls in Drafting
Minimizing Disputes Over Whether LOI is Binding or Non-Binding, Avoiding Unintended Performance or Financial Obligations
Recording of a 90-minute CLE video webinar with Q&A
This CLE will guide healthcare counsel on letters of intent (LOIs) in healthcare transactions. The panel will discuss the key terms of LOIs, what terms should be included in LOIs, and why it is crucial to carefully negotiate the LOI terms with adviser input before signing. The panel will offer guidance for negotiating LOIs and minimizing the risk of unintended performance or financial obligations.
Outline
- LOIs in healthcare transactions
- Advantages and disadvantages
- Key terms
- Importance of adviser input before signing
- Structuring LOIs
- Guidance for negotiating LOIs and minimizing the risk of unintended performance or financial obligations
Benefits
The panel will review these and other key issues:
- What are the advantages and disadvantages of entering an LOI in a healthcare transaction?
- What key terms should be included in LOIs in healthcare transactions?
- What factors do courts typically examine when determining whether to find an LOI binding?
Faculty
Ari J. Markenson
Partner
Venable
Mr. Markenson practices at the intersection of healthcare, law, and business. He advises healthcare industry clients,... | Read More
Mr. Markenson practices at the intersection of healthcare, law, and business. He advises healthcare industry clients, including investors, lenders, providers, and suppliers, on a broad range of regulatory and corporate matters, and has significant experience conducting due diligence in complex healthcare industry acquisitions and financial transactions. He regularly represents private equity firms and lenders in such transactions and evaluates and advises on compliance and regulatory issues with regard to sellers and potential borrowers from banks and financing sources. He also advises various healthcare entities on regulatory matters, including conditions for participation, fraud and abuse, and survey, certification, licensure, and enforcement issues, Medicare and Medicaid conditions for participation, obtaining a certificate of need approval, and state licensure.
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John R. Washlick
Shareholder
Buchanan Ingersoll & Rooney
Mr. Washlick is a recognized authority on federal income tax issues involving tax-exempt organizations and the... | Read More
Mr. Washlick is a recognized authority on federal income tax issues involving tax-exempt organizations and the Anti-Kickback Statute and the Stark Law. His guidance is often sought as his clients assess various arrangements with physicians, such as clinical joint ventures, co-management arrangements, integrated delivery systems, business joint ventures, physician recruitment, practice acquisitions, employment arrangements, hospital/physician integration planning and exclusive provider agreements. Mr. Washlick also advises healthcare industry clients, including entrepreneurs and investment-backed entities on general corporate law and regulatory healthcare-related issues, such as the corporate practice of medicine and fee splitting laws. He has experience in structuring, negotiating and documenting a variety of complex business transactions, including mergers and acquisitions, joint operating agreements, joint ventures, clinical co-management agreements, academic and clinical affiliations, and contractual relationships among providers and with third-party payors. Mr. Washlick advises clients in the formation or acquisition of new entities, the restructuring of existing entities and the creation of alliances or other integration initiatives. Mr. Washlick speaks and writes on transaction, governance, regulatory and compliance matters, and he has been published in many healthcare and tax-related publications.
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