Health Law Advisor

In most purchase and sale transactions, the purchase agreement is accompanied by and incorporates disclosure schedules that include certain relevant information to the transaction. In the rush of negotiations, diligence, and transition planning, it is easy to overlook the importance of the disclosure schedules. However, these schedules are much more than a mere compilation of information meaningful only to the lawyers who drafted the corresponding provisions of the purchase agreement. In fact, the disclosure schedules are a vital part of any transaction, helping to inform ...

Hospital M&A activity has been increasing recently, and when these transactions are public knowledge, opposition from the physician community (as well as the hospital staff) to such types of transactions may also be a side effect.  Physicians are vital to the operation of a hospital, and any resistance from the physician community, could be a tremendous obstacle, either slowing down the transaction or causing the potential buyer to pull out of the deal.  Hospital administrators, along with their advisors, should do their best to foresee any opposition and manage physicians ...

While I may be stating the obvious, hospitals and health systems are complex creatures that frequently drive local economies, culture and population health status (among other things).  Accordingly, when considering a potential change of control transaction, it is critical that you examine what drives your organization and what [in the community] your organization drives.  In particular, the latter is frequently overlooked in these circumstances.

What Drives Your Organization (Your Mission)

So, how do you begin to identify your organization's priorities?  I recommend ...

Every hospital merger has three critical components that board members and senior management need to consider, and which can provide a great analytic framework within which to evaluate options early in the process of consider a transaction. By no means are these three the most important in every transaction, but every hospital merger I've worked on required careful attention to, and a very clear understanding of, these components.

1.         Structure:  Transaction structure can seem a bit technical and legalistic, but understanding transaction structure is key to understanding core ...

Each party should be aware of key issues before preparing to negotiate transition services agreements

As I type this blog post, I would not be surprised if suddenly my computer froze, and I had to call the help desk.  While calling the help desk can sometimes seem like an annoyance, having a central function to deal with all information technology (IT) issues is actually essential to ensuring that hospitals and health systems are able to effectively close a merger transaction.

In fact, IT has become indispensable for many hospital and system functions, including for patient care and core ...

Not long ago, I had my appendix out.  Not wanting to spend more than necessary, I did a little reading on the subject and decided to do some of the pre-op work myself.  In addition to making certain the incision area was appropriately clean, I entered the hospital with my own set of scalpels and my own special concoction of over the counter pain killers to self-anesthetize.  Once in the hospital, I decided I might as well start the procedure and so I . . . .

Of course, I'm making this up.

But there is a point here.  While I would never consider beginning even minor surgery on myself, many hospitals and ...