Health Care

Our health care lawyers have closed M&A, joint venture, licensing, and other transactions in virtually every segment of the health care market and across the country. Our hallmark has been to find solutions for our clients that facilitate their business and clinical objectives without engendering legal and regulatory exposure.

We recently served as lead counsel on a major health system's acquisition of a 350-bed hospital, and the largest independent multispecialty physician practice in the Upper Midwest region, to form a new nonprofit integrated provider. Our attorneys also have been at the forefront of provider-payer integration, including advising, from its inception, a startup provider of on-demand primary and urgent care services focused on underserved populations that was acquired by a large regional payer.

Our transactional and regulatory clients span the range of health industry participants, from multisite integrated systems, to medical schools and their faculty practices, physician and dental practices (including one of the nation's largest doctor-owned practices), surgery centers, hospice and home care providers, health plans, and financial investors in health care enterprises, including several prominent health care private equity funds.

We advise on issues related to federal and state health care laws and regulations, including the CARES Act, Paycheck Protection Program, Affordable Care Act, Medicare and Medicaid false claims, Stark and anti-kickback prohibitions, HIPAA/HITECH, antitrust, value-based purchasing, and a variety of other reform initiatives.

We have assisted clients in matters relating to Medicare conditions of participation, graduate medical education reimbursement, Medicaid requirements, and licensure status and accreditation issues. Our work includes developing, updating, and assessing compliance programs and counseling compliance officers on marketing and sales practices, audits, and internal investigations. We also help clients tap into government stimulus programs, and guide them through the web of compliance obligations and benefits issues.

Our services include:

• Drafting and negotiating letters of intent
• Structuring physician practice transactions
• Drafting and negotiating property access and confidentiality agreements
• Transaction documents, such as purchase, joint venture, and merger agreements and closing documents
• Title issues
• Due diligence, including employment and compensation agreements
• Advising on compliance with corporate practice of medicine and fee-splitting prohibitions

Ballard Spahr is home to a practice focused on senior living and long-term care clients, providing industry-informed services in transactional licensing, regulatory compliance, litigation, financing, and real estate matters.

On the transactional side, we advise on acquisitions, dispositions, leases, project-based financings, accounts receivable financings, management agreements, and development agreements. We have worked on the purchase and sale of physician practices, ambulatory surgical centers, and creation of management services organizations. Additionally, we represent nonprofit health care institutions including hospitals and research centers in negotiating clinical trial and other research related agreements.

Our senior living licensing attorneys assist owners and operators throughout the U.S. in securing in a timely and cost-efficient manner the licensing authorizations needed to close transactions and remain open for business.

We counsel clients on the compliance issues specific to senior living and long-term care facilities. Our work includes survey preparation, investigations, deficiency citations and enforcement response, plans of correction, immediate jeopardy citations, compliance with license conditions, revocation and termination actions, certificates of need, admission agreements, resident discharges, medical director agreements, management agreements, HIPAA compliance, fair housing, and other complex matters.

Our litigation experience in the senior housing sector is deep and broad, and we are ranked for excellence in this area. We represent clients in investigations and enforcement actions involving alleged misconduct, housing regulations, Medicaid/Medicare compliance, labor and employment issues, and licensing. For our clients with operations outside the U.S. we advise on matters involving the False Claims Act and the Foreign Corrupt Practices Act. Financing for continuing care/retirement communities is a strength of the firm. We have served as bank counsel, underwriter's counsel, and bond counsel for continuing care/retirement community financings. We represent Bank of Scotland and KBC Bank, key players in providing letters of credit and construction loans to startup and established senior living centers. Other bank counsel clients in CCRC transactions include Wachovia Bank, PNC Bank, and TD Bank. In addition, we advise developers, investors, private equity companies, and others who wish to build or develop senior living facilities.

Ballard Spahr’s national Real Estate Department has considerable experience in the specific parameters of the senior housing market. We represent developers of senior living facilities in the acquisition and disposition of raw land; the negotiation of contracts with architects, developers and contractors; the financing of the proposed development project, in real estate tax issues, and, where applicable, the initial licensure of those projects.

Our public finance attorneys have participated in billions of dollars of tax-exempt financings in all 50 states and three territories. We have served as bond counsel, health system counsel, and underwriter's counsel to many of the nation's leading health care systems. We also handle financings for community hospitals, specialty hospitals, medical schools, and academic medical centers and their affiliates.

Our finance team has helped health care clients secure funding to build, expand their facilities, and purchase goods and equipment. We also advise on the restructuring of financing and supply chain arrangements and help clients manage issues related to the CARES Act and loan forgiveness.

Our attorneys handle internal investigations, government investigations, civil and administrative litigation, and defense of criminal matters. We also help clients avoid these issues by developing and implementing internal compliance and ethics standards.

We represent clients during all stages of health care fraud proceedings, from responding to government inquiries, subpoenas, and investigations through trial, if necessary.

We have been involved in significant health care antitrust and managed class actions and other health care litigation. We have developed a national practice advising and representing clients in complex commercial matters.

We serve as labor counsel for health care organizations with organized labor campaigns and collective bargaining negotiations involving nurses, residents, and other staff, ERISA litigation, and the day-to-day employment and medical staff issues that arise in the health care industry. Our attorneys conduct on-site training programs for managers on labor and employment law topics.

We help health care clients manage the physical return to work for non-essential employees and advise on the legal aspects of health and safety requirements for essential workers and on-site visitors or patients. We also counsel health care employers with respect to hiring, layoffs and furloughs, employee sensitivities about returning to work, and handle issues related to time-off and accommodation requests.

Our practice—one of the largest in the country—advises employers on matters involving qualified and non-qualified retirement plans, health and welfare benefit programs, and a wide variety of executive compensation arrangements. We have a particular focus on employers in the health care industry, including health care systems, hospitals, and medical service organizations. We have offered a series of employee benefits and executive compensation symposia tailored to health care employers, particularly those that are tax-exempt.

Our attorneys have significant prior work experience with the IRS, U.S. Department of Labor, and Pension Benefit Guaranty Corporation. We advise on statewide unemployment compensation requirements as well as matters related to the Paycheck Protection Program and other CARES Act provisions.

We are experienced in international, federal, state, and local tax matters and advise tax-exempt hospitals and health care institutions on tax-exempt bonds, joint ventures with for-profit entities, Form 990 reporting requirements, unrelated business income tax reporting, real estate tax exemption, employment taxes, and mergers and acquisitions. We practice before the IRS and in the courts.

We have been engaged by health care clients to advise on matters related to Paycheck Protection Program terms and loan forgiveness, CARES Act tax issues, paid leave tax credits, and matters involving state tax relief.

Telemedicine, popularized during the pandemic, remains widely used despite COVID-19’s retreat. We have been on the front lines as standards and regulations for these game-changing products and services have taken shape.

Our attorneys are helping entrepreneurs develop and bring products to market, guiding health care providers and businesses in implementation, and assisting in the formation of partnerships that will bring about new levels of patient care. We advise on:

• Corporate formation, operation, and governance
• Fraud and abuse
• Coverage, payments, and coronavirus-related reimbursements
• Licensure, credentialing, and privilege
• Online prescribing of medicines and lab tests
• Intellectual property issues
• Malpractice, professional liability, and insurance issues
• Data security and privacy
• Reimbursement and other regulatory issues

We help clients develop and maintain the corporate infrastructure required to address the laws and regulations applicable to telemedicine and digital health. Our work includes counseling on the "corporate practice of medicine" doctrine, which requires licensed practitioners to own and operate the entities where they provide services.

We have represented numerous universities and teaching hospitals through all stages of development and expansion. We draft and negotiate construction contracts, obtain zoning and land use approvals and permitting, and handle eminent domain matters. Our real estate team handles financing, leasing, and construction matters and, together with our health care attorneys, addresses issues such as certificates of need, licensure, and reimbursement.

We counsel on all medical and non-medical waste management issues, including regulatory compliance and enforcement actions. We assist in the siting of both captive and commercial medical waste incinerators and other waste processing facilities, and advise on the management of low-level radioactive waste. In the compliance area, we are experienced with underground tank, asbestos, hazardous materials management, PCBs, and off-site waste disposal issues.

We represent creditors and debtors with asset recoveries and financial restructuring issues. Our attorneys advise on the transfer of licenses, certification for Medicare and Medicaid preparation, changes in management, foreclosures, and the purchase of bankrupt health care facilities.

We have handled major hospital bankruptcies and asset sales and regularly advise on workouts, financings, and defaults involving Continuing Care Retirement Centers.

We work with universities, hospitals, and biotech companies in the development, protection, and marketing of all forms of intellectual property.

Ballard Spahr has more than 50 intellectual property attorneys and professionals, including more than 20 registered patent practitioners with extensive legal experience and deep technical knowledge in fields from chemistry to bioinformatics.

We draft and negotiate agreements covering patented technology, trademarks, copyrights, and trade secrets. We help development-stage businesses in license technology from university technology commercialization offices, founders, developers, and strategic partners.

Our IP litigators try complex, high-stakes cases involving cutting-edge technologies in jurisdictions nationwide and before the Patent and Trademark Trial and Appeal Boards. Ballard Spahr was ranked as a National Tier 1 firm for IP litigation by Best Law Firms.

In addition to representing health care providers, our practice serves entities engaged in the development and application of new life science technologies. Our clients include public and private biotechnology and pharmaceutical companies as well as many venture capital organizations investing in the life sciences. We advise and represent clients on:

• Formation, financing, and structuring of corporations and other entities
• Licensing, distribution, and marketing agreements
• Joint ventures
• Strategic alliances
• Sponsored research and collaboration agreements
• Intellectual property protection
• Regulatory compliance
• Technology transfer

Our health care attorneys work in tandem with our Privacy and Data Security Group on information technology contracting, contracting with electronic medical record vendors, health information exchanges, and other health information technology (HITECH) projects and ventures.

Our HIPAA/HITECH team represents health care providers, health plans, and business associates in implementing HIPAA/HITECH compliance programs, undertaking data security assessments, preparing breach response plans, conducting breach assessments and notifications, and advising on the use of data for research, marketing, and other purposes.