Lawyers from Squire Patton Boggs have contributed several chapters to a new book published by Practising Law Institute (PLI) titled “Health Care Mergers and Acquisitions Answer Book 2014.”
Authored by partners Dr. Lacy Kolo, Stephen Nash and senior associates Michi Tsuda and Melodi Gates, the book is organized into four parts and includes practical advice on how to address the various industry-specific issues arising in healthcare acquisitions, including how to structure a transaction, due diligence, transaction documentation and special topics covering issues that arise in acquisition of U.S. companies by non-U.S. buyers. The book also offers practice tips on what to look out for and how to avoid the various pitfalls that may be encountered while working on health care transactions.
Lacy Kolo, Ph.D. co-authored a chapter addressing intellectual property (IP) due diligence issues that arise in healthcare M&A transactions. Her chapter addresses the nuts-and-bolts of how to confirm whether the IP is valid, enforceable, and covers the key products and services. Her chapter also addresses issues specific to healthcare IP, such as how FDA exclusivity supplements patent protection for drugs, paragraph IV filings, patent term extensions, and multi-country branding. The chapter also highlights the impact of the recently enacted Leahy-Smith America Invents Act on due diligence.
Melodi (Mel) Gates co-authored a chapter that explains privacy and data security issues, as related to the Health Insurance Portability and Accountability Act (HIPAA) and the more recent Health Information Technology for Economic and Clinical Health (HITECH) Act. Particularly in these times of heightened enforcement and patient concern, privacy and data security are critical issues in performing due diligence. Her chapter provides guidance in reviewing an organization’s compliance program and identifying potential risk in these key areas.
Stephen Nash and Michi Tsuda co-authored a chapter addressing the common regulatory issues that affect the acquisition of hospitals, other licensed health care facilities, and physician practices. The chapter offers concrete guidance to buyers and sellers on how to best navigate the regulatory issues involved in transferring the benefit of a health care facility license, including detailed information about the Medicare Change of Ownership (CHOW) regulations, state certificate of need (CON) programs, and successor liability for federal and state health care programs. The chapter also highlights new trends in federal and state laws that have emerged in response to the Affordable Care Act.
Squire Patton Boggs (US) LLP has more than 300 transactional lawyers whose primary focus is on M&A, joint ventures and strategic alliances, working through more than 20 focused industry groups from biosciences to natural resources. Our lawyers routinely advise clients engaged in every type of corporate transaction, from smaller, more straightforward deals to complex multibillion-dollar and multidisciplinary transactions.