Business Law & Transactions
Healthcare industry leaders understand that doing business in the healthcare industry is not “business as usual.”
Our Healthcare Business Law & Transactions team focuses on areas that require extra care and attention in the healthcare industry, transforming ordinary business prudence into extraordinary savvy and protection.
We handle business law and transactions for healthcare industry players in areas such as:
- Business Dispute Resolution
- Business formation (S-corporations, professional corporation, partnerships)
- Commercial Leases
- Employment & consulting agreements
- E-commerce and Internet issues
- Licensing agreements & Intellectual Property protection
- Mergers & Acquisitions (M&A), including purchase and sale of healthcare practices & companies
- Non-Competition Agreements
- Non-Disclosure Agreements
- Technology Agreements
Our legal team has corporate lawyers who are steeped in the regulatory nuances of healthcare law. As such, we bring unparalleled expertise to transactions in the health and wellness industry.
Business Dispute Resolution
Every healthcare business should, at its inception and no matter what its stage of development, pay attention to ultimate exit as well as to how the founders and principals can protect themselves in the event of a dispute.
Litigation can be costly, time-consuming and draining. We understand the value of alternative dispute resolution, including:
- Healthcare arbitration
We also understand how to assert effective legal claims and counter-claims, and how to leverage the record for maximum success when negotiating an optimal resolution.
Medical practices, chiropractic and acupuncture clinics, and even specialized integrative or functional medicine centers must understand how professional service corporations are used as vehicles to provide professional services. Professional practices cannot be formed and operated like general business corporations.
Clients often come armed with questions about C-corporations vs. S-Corporations; whether to incorporate under Delaware law or local law; whether to register a healthcare entity that operates across states (such as a telemedicine company) in those various states; and other corporate law questions.
As healthcare and FDA lawyers, we find that clients who have only taken advice from their regular corporate lawyer stand at a disadvantage in negotiating and drafting agreements that require a healthcare lawyer’s experience and perspective.
Getting the wrong legal advice can be costly not only when forming and operating the healthcare venture, but especially so when creating an exit strategy and selling the healthcare company.
For example, we served as special counsel to a national law firm that represented a Fortune 1000 company engaged in a string of acquisitions of medical spas. We were called in as healthcare law experts to assess whether the medical spas had been formed, and operating, in a compliant way, or in ways that would leave the buyer vulnerable to regulatory scrutiny. In this role, we poured over the Articles, Bylaws, Minutes, vendor agreements, and other constituent documents and ultimately made recommendations that shaped the business go/no-go decision.
Our business transaction team of healthcare lawyers, guides clients on every step of the path from formation to sale of the healthcare practice or entity.
Employment & Consulting Agreements
Employment and consulting agreements are the bedrock of every business. No successful healthcare business can thrive based only its what, unless the business also has excellence in who.
Drafting and negotiating smart agreements, and also understanding how to unwind them when necessary, is essential to the savvy healthcare entrepreneur or experienced medical professional or healthcare company.
Many clients mistakenly believe that they can pull a form off the Internet or do it themselves, only to find themselves scrambling later as regulators void a contract for illegality or for insufficient attention to healthcare regulatory concerns such as the prohibition against fee-splitting. These enforcement priorities can be business show-stoppers.
Our business transactions legal team knows the healthcare industry and can craft protective language to help clients navigate the healthcare legal complexities that arise in sophisticated health and wellness industry deals.
E-Commerce and Internet Issues
Our legal team crafts a variety of documents and agreements to handle business online and operate a national healthcare enterprise.
These legal documents should accommodate and include sensitivity to a host of healthcare regulatory issues, including:
- Corporate practice of medicine concerns
- Fee-splitting and anti-kickback issues
- FTC rules governing advertising and marketing
- FTC rules on testimonials and endorsements
- Potential claims for unfair competition or false advertising
- Intellectual property issues
Because of our experience with multifaceted and multidisciplinary healthcare practices and enterprises, we can deploy our business law expertise effectively by combining our transactional knowledge with substantive knowledge of healthcare law and regulation.
Licensing Agreements & Intellectual Property Protection
Paramount to the success of a healthcare venture is intellectual property protection (copyright, patent, trademark, trade secret protection) of the critical IP assets of the business.
For example, when we represent a start-up or inventor (for example, of a medical device), our client may wish to assign or license the technology to a third-party. Or our client may wish to provide access to services through a subscription arrangement. Or, our corporate legal team can review, draft and negotiate Technology Agreements, Royalty-Sharing Agreements, Licensing Agreements, and other relevant documents.
Our IP attorneys understand both the potential breadth and limitations of intellectual property protection and the specific ways in which healthcare entrepreneurs are moving the goal post of innovation, challenging regulatory paradigms while breaking past traditional categories.
For this reason, we help clients craft a robust set of legal strategies to protect the IP behind the healthcare business’s consumer deliverables.
Mergers & Acquisitions
M&A transactions involving medical practices and healthcare businesses require specialized knowledge of the regulatory dimensions of healthcare.
From Medicare Change of Ownership (CHOW) forms to healthcare facility licensing requirements to risks and obligations from a variety of federal and state regulatory agencies, our healthcare M&A team brings both M&A experience and regulatory understanding to the purchase and sale of healthcare enterprises.