Risk Allocation in Healthcare Mergers and Acquisitions

Negotiating Indemnification Provisions, Reps and Warranties, Caps and Baskets

A live 90-minute CLE webinar with interactive Q&A


Thursday, October 12, 2017
1:00pm-2:30pm EDT, 10:00am-11:30am PDT

Early Registration Discount Deadline, Friday, September 22, 2017


This CLE webinar will provide guidance to healthcare counsel when drafting and negotiating representations, warranties, and indemnification clauses in healthcare mergers and acquisitions. The panel will discuss best practices, potential challenges and strategies for allocating risk.

Description

Healthcare merger and acquisition deals continue to be strong in 2017. Healthcare counsel on both sides of a deal must identify the potential indemnification and liability issues that may arise and plan accordingly.

Counsel can address indemnification in representations and warranties, baskets, caps, and escrow provisions. For example, counsel can craft indemnification provisions with caps on recovery amounts, as well as limits on reps and warranties survival periods, and tailor an indemnification structure to the risks of the particular deal.

Indemnification provisions allow the parties to contractually shift risk and reduce liability exposure. Effective indemnification clauses clearly outline risks that are indemnified, exclusions from indemnity, and procedures for making an indemnification claim. Differing state laws may affect certain aspects of these provisions.

Listen as our authoritative panel of healthcare attorneys discusses best practices for drafting and negotiating representations, warranties, and indemnities in healthcare M&As. The panel will discuss the use of caps and baskets and provide strategies for avoiding common negotiation and enforcement pitfalls and resolving contract disputes.

Outline

  1. Reps and warranties in healthcare M&As
  2. Indemnities in healthcare M&As
  3. Use of caps and baskets
  4. Strategies for avoiding pitfalls and resolving contract disputes

Benefits

The panel will review these and other key issues:

  • What are commonly negotiated warranty and indemnification provisions in healthcare M&As?
  • What issues are often disputed when negotiating these provisions? What are effective strategies for resolving them?
  • What approaches should counsel use to protect a client’s interests when negotiating an indemnification provision?

Faculty

Richard J. Zall, Partner
Proskauer Rose, New York

Mr. Zall advises healthcare companies, investors and lenders in their most challenging transactions, including M&As, joint ventures, financings and complex commercial agreements. He advises clients on state and federal healthcare regulatory compliance matters, including the corporate practice of medicine, digital health, telemedicine, HIPAA, fraud and abuse, Medicare and Medicaid payment reimbursement, MACRA, and value based payment. Mr. Zall is a respected thought leader in the healthcare industry and frequently presents at key industry events.

Additional faculty to be announced.


Live Webinar

Live Webinar $247.00

Includes Early Discount Savings of $50.00 (through 09/22/17)

Add a colleague on the same connection in the same room for only $97.00 in the shopping cart or by calling customer service.

This webinar is eligible for at least 1.5 general CLE credits.

CLE credits are not available for PR.

*In KS, OH, PA, for more than 1 attendee on the connection you must contact Strafford CLE via email or call 1-800-926-7926 ext. 35 prior to the program for special instructions.


Recordings

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.

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

*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 $247.00
Available 48 hours after the live event

Includes Early Discount Savings of $50.00 (through 09/22/17)

How does this work?


Recorded Event

Includes full event recording plus handouts (available after live webinar).

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.)

Strafford will process CLE credit for one person on each recording.

Additional copies of a recording can be purchased at a discount. Please call Strafford Customer Service toll-free at 1-800-926-7926 ext 10 or email customerservice@straffordpub.com to place your order.

Recorded Webinar Download $247.00
Available 48 hours after the live event

Includes Early Discount Savings of $50.00 (through 09/22/17)

How does this work?

Recorded Audio Download (MP3) $247.00
Available 24 hours after the live event

Includes Early Discount Savings of $50.00 (through 09/22/17)

How does this work?

DVD (Slide Presentation with Audio) $247.00 plus $9.45 S&H
Available ten business days after the live event

Includes Early Discount Savings of $50.00 (through 09/22/17)

How does this work?


Registration Plus Recorded Event

Best value!

Live Webinar & Webinar Download $344.00

Includes Special Savings of $250.00 (through 09/22/17)

Live Webinar & Audio Download $344.00

Includes Special Savings of $250.00 (through 09/22/17)

Live Webinar & DVD $344.00 plus $9.45 S&H

Includes Special Savings of $250.00 (through 09/22/17)


Webinar

Strafford webinars offer several options for participation: online viewing of speaker-controlled PowerPoint presentations with audio via computer speakers or via phone; or audio only via telephone (download speaker handouts prior to the program).  Please note that our webinars do not feature videos of the presenters.

Early Registration
Discount Deadline
September 22, 2017
(1 day)

or call 1-800-926-7926

Can't Attend the Live Program?

CLE Credits By State

See CLE State Map >

or call 1-800-926-7926

Customer Reviews

Very valuable information.

Mara McDermott

Akin Gump

The seminar tackled a difficult issue that we need to understand better.

Evan Smith

Beazley

I enjoyed the quality of the presentations and the information presented.

Cassandra Pullen

Fresenius Medical Care North America

The webinar was very clear & applicable to my practice.

Christine Lay

Bon Secours Health System

Very current topic and I appreciated the real life examples.

Lisa Thompson

Adelman Sheff & Smith

or call 1-800-926-7926

Health Law Advisory Board

Lowell C. Brown

Partner

Arent Fox

Jennifer L. Evans

Shareholder

Polsinelli

Ryan S. Johnson

Shareholder

Fredrikson & Byron

Gina M. Kastel

Partner

Faegre Baker Daniels

Karen S. Lovitch

Member

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo

David A. Manko

Partner

Proskauer Rose

John J. Miles

Senior Counsel

Baker Donelson

C. Elizabeth O'Keeffe

Counsel

Wyatt, Tarrant & Combs

J. Peter Rich

Partner

McDermott Will & Emery

Donald H. Romano

Of Counsel

Foley & Lardner

Judith A. Waltz

Partner

Foley & Lardner

John R. Washlick

Shareholder

Buchanan Ingersoll & Rooney

Jesse A. Witten

Partner

Drinker Biddle & Reath

or call 1-800-926-7926

Our Guarantee

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.