Businesses in the health care industry have corporate needs similar to those in any other industry. However, the health care industry is so heavily regulated that business owners must take additional precautions and steps to structure corporate arrangements in a legally compliant manner.
Benkoff Health Law has substantial experience in advising and structuring new entities, restructuring existing entities, and advising as to appropriate methods for business combinations (e.g., mergers, sales, and acquisitions).
In addition, Benkoff Health Law has ample experience in advising non-healthcare providers with respect to their investments in health care businesses including, private equity and venture capital investments in health care entities, management service organizations, as well as assisting with the due diligence process.
In addition to providing entity structural advice, Benkoff Health Law regularly drafts corporate and transactional documents and agreements to effectuate the legally compliant advice that we provide. We also regularly work with attorneys who specialize in tax, securities, merger and acquisition and corporate law to provide them with health care industry legal expertise and contractual assistance.
Health Care Business Structuring and Restructuring
At Benkoff Health Law, we understand that each business is unique. We regularly and successfully represent innovators in the health care industry. We strive to understand not only the proposed business models that our clients present to us, but also the underlying goals of those models so that we can advise our clients as to what viable and desirable business structuring options exist in the client’s specific regulatory environment.
Various federal and state laws create impediments to business structures in the health care industry and we counsel clients on compliance with those laws from both a business structure and business operation standpoint. For example, the federal Stark law, federal Anti-Kickback Statute and similar state laws often provide a regulatory framework for business structures in the health care industry.
In addition, state corporate practice of medicine laws often restrict ownership of certain types of health care entities to certain types of health care providers. For example, some states only allow physicians to own entities that provide physician services. In addition, some states require that certain entities be organized or incorporated as professional entities (e.g., PCs and PLLCs, etc.).
Analyzing and understanding state corporate laws and health care entity or facility licensure laws is also important when we advise clients as to what options exist for a given health care entity’s corporate structure. For example, some states mandate that certain types of health care entities obtain certificates of need in order to conduct business.
Benkoff Health Law strives to offer health care industry clients viable options for corporate and organizational structures that comply with applicable regulations as well as meet our clients’ business goals. We have extensive experience in drafting corporate documents such as bylaws, operating agreements, buy-sell agreements and the like for health care industry clients.
Investments in Health Care Entities
Benkoff Health Law has substantial experience in assisting investors, including private equity and venture capital firms, with their health care industry investment strategies and structures. The health care industry, much like the financial industry, is heavily regulated. This adds complexities to what would otherwise be commonplace business strategies and structures in other industries.
We regularly advise investor clients as to what ownership and structure options exist in proposed business arrangements in the health care industry and we work alongside our investor clients with a goal of creating viable and compliant models. For example, fraud and abuse laws, such as the federal Stark law, federal Anti-Kickback Statute and similar state laws may affect which entities in a given arrangement can employ certain personnel and lease certain equipment. Payor billing requirements also often affect these considerations.
In addition, state corporate practice of medicine laws often restrict ownership of certain entities to certain health care providers. In those circumstances, we advise our clients as to alternative and compliant models, such as a management service organization model, to meet their regulatory and business needs. In addition, we regularly work with attorneys who specialize in tax, securities, merger and acquisition and corporate law to provide them with health care industry legal expertise.
Health Care Entity Acquisitions, Sales and Mergers
Mergers, sales and acquisitions are commonplace in the health care industry. However, many health care entity owners do not realize that these arrangements implicate a myriad of health care regulatory laws. Mergers, acquisitions and sales of health care entities should all be examined under fraud and abuse laws, such as the federal Stark law, federal Anti-Kickback Statute and similar state laws, as these laws may affect how the arrangement can legally be structured.
In addition, state laws that address health care facility licensure, corporate practice of medicine, and certificates of need, must also be considered. Benkoff Health Law is experienced in analyzing these types of laws to advise clients as to what legally-compliant options exist for structuring mergers, acquisitions and sales. In addition, we regularly counsel clients on how to structure these arrangements to comply with notice requirements applicable to regulatory and licensure boards and federal, state and commercial payors.
A myriad of health care regulations and considerations exist in mergers, sales, and acquisitions in the health care industry and Benkoff Health Law has extensive experience in helping clients navigate these requirements. We also regularly draft agreements that effectuate these arrangements and assist our clients with the negotiation process.