HEALTHCARE

Transactional

• Served as lead transaction counsel to a New Jersey-based health system in a unique affiliation, whereby the acquiring health system became the majority corporate member of the firm’s client, while the client retained control of its governance. The transaction was heavily scrutinized by the NJ Attorney General under the Community Healthcare Assets Protection Act (CHAPA), subject to a public hearing, and finally approved by the New Jersey Supreme Court.
• Served as lead counsel in the integration/merger of a multi-hospital New Jersey health system with a Pennsylvania multi-hospital health system with combined revenues post-merger of over $4 billion.
• Served as lead transaction counsel to University of the Sciences in Philadelphia in its historic merger with Saint Joseph’s University, including negotiating transaction agreements and obtaining all required approvals and consents.
• Served as lead transactional counsel representing Temple University – Of the Commonwealth System of Higher Education in connection with the sale of its affiliates’ interests in Health Partners Plans, Inc. for $305 million.
• Served as counsel to a regional provider of hospice and home health services in multiple acquisitions and restructurings, resulting in the largest nonprofit hospice provider in the U.S.
• Represented a large AMC in structuring and developing ASCs, urgent care centers, cyber knife and other joint ventures between the AMC and community-based physicians.
• Represented an AMC in the acquisition of the tangible assets of a cancer center.
• Represented a religiously affiliated system that owned 23 hospitals across nine states, in its consolidation transaction with another nonprofit health system that owned and managed 50 hospitals in 10 states. This transaction, which formed a major provider-payor system, was described by the Wall Street Journal as an industry “game changer.”
• Provided regulatory counsel in connection with the sale of a home care agency based in Pennsylvania with annual revenues over $100 million, to a venture capital firm. The representation included advising the client about applicable federal and state law requirements in both Delaware and Pennsylvania.
• Served as counsel in the sales of The Mercy Hospital of Pittsburgh, Magee-Womens Hospital, the Children’s Hospital of Pittsburgh and Shadyside Hospital to UPMC.
• Assisted clients with the structuring and ongoing representation of national health care franchises.
• Structured, syndicated and represented ASCs and surgical hospitals nationwide in states including Delaware, Maryland, Pennsylvania, Virginia, New Jersey, Ohio, Tennessee, Louisiana, North Carolina, South Carolina, Georgia, Florida, Texas, Kansas, Oklahoma, Missouri, South Dakota, Wyoming, Idaho, Utah, California, Arizona, New Mexico, Nevada, Colorado and Hawaii.
• Represented a Florida university in its clinical affiliation with a local health system, establishing an AMC and enabling the organizations to align administrative and clinical practice areas.
• Represented large orthopedic group in establishing joint ventures and centers of excellence with multiple health systems in multiple states.

Regulatory & Compliance

• The Buchanan team was retained by a public company in the medical device industry to conduct a large-scale internal investigation of its specialty pharmacy operations. We conducted a comprehensive evaluation of their compliance program, including interviews with employees. The Buchanan team then developed a comprehensive report of recommended changes, which was presented to the company’s management team and board of directors.
• Since 2012, the firm has represented a healthcare provider in various regulatory and compliance areas, including clinical trials agreements and other clinical research matters, various contracts and sponsorship agreements, product and pricing agreements with pharmaceutical companies, and purchase agreements for medical devices. In addition, we have assisted with the sale of a retail pharmacy, lease of space, regulatory issues regarding the 340B program, a government investigation involving a pharmacy, and investment in a Group Purchasing Organization (GPO). 
• Prepared, submitted and resolved matters under the Stark self-disclosure protocol.
• Represented various hospitals and long-term care facilities in the settlement of qui tam cases brought under the False Claims Act.
• Obtained a dismissal without financial payment of a health system from an investigation regarding hospital outlier payments.
• Designed and implemented corporate compliance programs for long-term care companies, ACOs, and other providers.
• Furnished advice to clients regarding the exclusion authority of the OIG, including the filing of numerous self-disclosures related to employment of excluded parties.
• Representing out-of-network healthcare providers in successfully resolving underpayments and alleged overpayment refund demands by commercial health insurance plans, and Medicare and Medicaid fee-for-service programs and managed care plans.
• Representing behavioral health providers in conducting internal investigations of potential overpayments and making appropriate self-disclosures to payors.
• Negotiating comprehensive network participation agreements for health systems, hospitals, and ambulatory surgical centers, including population-based contracting and other risk-sharing and incentive-based contractual arrangements between providers and payors.

Bringing Industry Know-how and Targeted Experience in Numerous Subject Areas and Relevant Geographies to a National Nonprofit Integrated Health Care Organization

Buchanan serves as national counsel for a nonprofit integrated health care organization serving communities in 30 states. 

We have had the privilege of representing this client in various capacities over the last 20 years and have gained a true understanding of the company’s core values. With this knowledge, along with our deep industry insight, we have handled a wide range of matters including litigation in Delaware, Pennsylvania, New Jersey and California. Moreover, we handle all labor negotiations for their union-organized facilities nationwide. Our health care compliance practice has handled matters in Delaware, Pennsylvania, Maryland, California, Connecticut, Florida, Georgia, Illinois, Iowa, Nevada, New Jersey, North Carolina, Ohio, Oklahoma, South Carolina, Virginia, Washington and West Virginia.

Over the course of our representation, we have served this client in the following practice areas: labor and employment counseling; employment litigation; employment practices liability insurance (EPLI) litigation; collective bargaining; union avoidance training; union elections; National Labor Relations Board (NLRB) charges; labor arbitrations; administrative agency proceedings; agreements and releases; alternative disputes resolution; bankruptcy litigation; catastrophic loss; class actions; commercial litigation; compliance investigations; criminal litigation; custody/family litigation; disciplinary actions; government contracts; health care general counseling; health care litigation; premise liability litigation; professional negligence litigation; real estate; and regulatory.

A 20-year Partnership Focused on Optimizing Business and Patient Outcomes for a 13-Hospital IDFS Across More than 100 Matters in a Broad Range of Practice Areas

Buchanan has provided long-term, solutions-oriented and cost-effective legal representation to a 13-hospital IDFS since 2006. Over this period, a Buchanan team of over 100 attorneys and government relations professionals has handled more than 100 matters in a broad range of areas. We are deeply invested in the partnership between our organizations and have a proven track record of success. We have represented the health system in a diverse range of matters including employment counseling and litigation, negotiating with labor unions, cross-border corporate transactions, antitrust, litigation, regulatory compliance, government relations, physician integration strategies and representation of providers before the state’s licensing board.

In addition, a Buchanan team helped this client establish one of the first ACOs in the United States. We have also conducted internal investigations, represented the health system in self-disclosures to the government; reviewed a number of day-to-day fraud and abuse related issues; and provided advice and counsel in response to 340B questions and concerns.

Buchanan attorneys provide an annual legal opinion on the organization’s physician compensation plan; responded to IRS information requests in connection with an IRS audit; conduct analyses of proposed joint venture structures to determine federal income tax consequences and related planning to avoid federal income tax; negotiate hospice and home health joint ventures, and negotiate agreements with medical device and pharmaceutical companies.

Throughout this broad and deep relationship, the Buchanan team works closely with the in-house legal department, c-suite members, medical staff and others to help the client achieve its business goals.

Successfully Guiding a Regional Health System through a Myriad of Complex Legal Issues

Buchanan represented a long-standing client in the formation of an IDFS. We partnered with this client through a lengthy state insurance department approval process lasting more than a year, with multiple transactions involving several hospitals in numerous states—all in a very compressed time period. This approval process impacted the timing of the closing of the transactions, requiring creative solutions to allow for a staged closing before and after state insurance department approval. We also secured State Attorney General approval and negotiated complex consent decrees associated with the antitrust aspects of the transactions. Throughout the process, we worked collegially with and coordinated the work of multiple consultants and client teams. 

Additionally, a Buchanan team served as interim general counsel to the client’s physician organization, in 2020. During this engagement, Buchanan healthcare attorneys reviewed and revised physician compensation models, updated policies and procedures related to physician contracting and participated in weekly meetings with c-suite executives to review and approve physician employment agreements and compensation packages. We also assisted this client with various matters including acquisitions, regulatory and compliance matters, and investigations.

Delivering Personalized Multidisciplinary Legal Counsel to a Nonprofit Health System 

Since 1992, Buchanan has represented a nonprofit health system that includes three acute care hospitals, outpatient surgery centers, home care, hospice, physician practices and a DME company. Initially engaged to handle regulatory and transactional matters, the firm’s representation has grown to include labor and employment counseling and litigation, physician contracting, commercial litigation, public finance, tax, government contracts, antitrust issues and real estate matters. Most recently, Buchanan guided this system in an affiliation with a two-hospital health system.

In addition, a Buchanan healthcare attorney is currently serving as in-house general counsel and chief compliance officer. This attorney is responsible for the day-to-day oversight of the in-house legal, compliance and risk management functions as well as coordination of outside counsel services.