AHLA Health Care Transactions Manual: Understanding the Consequences of the Health Care Deal (Non-Members)

Kim Harvey Looney (Editor, Author Chapters 2 and 8) is a partner in the Nashville office of Waller Lansden Dortch & Davis, LLP where she advises health care providers on day-to-day operational issues, such as recruitment and employment, and regulatory issues, such as maintaining ongoing compliance with Stark and federal and state anti-kickback regulations. She has extensive experience with the development of integrated delivery systems such as IPAs, PHOs, and ACOs and contracting issues related to professional service, recruiting, and employment agreements. Her transactional experience includes the analysis of fraud and abuse and other regulatory issues in structuring joint ventures, mergers and acquisitions, and other alignments between health care providers.

Kim currently serves on the Board of Directors of the American Heath Lawyers Association. She previously served as the vice chair of the AHLA's Physician Organizations Practice Group. She also previous served as chair of the TBA Section on Health Law. She regularly speaks on health care issues before the TBA and the AHLA. Kim has authored chapters in numerous AHLA publications, including Representing Physicians Handbook, The ACO Handbook, Corporate Practice of Medicine: A 50-State Survey, and Representing Hospitals and Health Systems Handbook. She is AV-rated by Martindale-Hubell, recognized by Chambers USA in the category of health care regulatory law and by Best Lawyers in the categories of Administrative / Regulatory Law; Corporate Law; Health Care Law; and Litigation-Health Care. Kim earned her J.D. from Vanderbilt University Law School and her B.S. in Business Administration from the University of Tennessee.

Baker, Donelson, Bearman, Caldwell, & Berkowitz, PC

Deborah Farringer (Editor) is an Associate Professor of Law and the Director of Health Law Studies at Belmont University College of Law. Deborah teaches Health Law, Health Care Fraud and Abuse, Health Care Business and Finance, Bioethics, Contracts, and Business Associations. Prior to joining the faculty at Belmont, Deborah served as Senior Associate General Counsel in the Office of General Counsel at Vanderbilt University, where her practice focused primarily on transactional matters for Vanderbilt University Medical Center, including analysis of contracts for compliance with applicable health care laws such as the Stark Law, Anti-Kickback Statute, Civil Monetary Penalties Law, and the False Claims Act, physician practice acquisitions, joint ventures, general corporate governance and corporate maintenance issues, hospital operations, and real estate leasing and purchasing issues.

Prior to her role at Vanderbilt University, Deborah was an associate at Bass, Berry& Sims PLC where she practiced in the firm's Healthcare Industry group.

Michael F. Schaff (Concept Editor) is co-chair of the Corporate and Health Law practice groups and a member of the Management Committee at Wilentz Goldman & Spitzer PA. He has over 30 years of experience representing hospitals, ambulatory surgical centers, physician groups, and other health care providers in all areas of health care law, including in connection with the formation and structure of joint ventures and private equity investments in health care. On the corporate side, Michael advises start-ups and established businesses of all sizes on matters ranging from simple to complex agreements, entity formation and regulatory compliance, to purchases or sales and strategic transactions.

Michael is an active member of the American Health Law Association, having served in several of the organization's leadership positions, including as a member of the Board of Directors, Executive and Finance Committees, and Chair of AHLA’s Physician Organizations Practice Group. In 2018, he was the recipient of the prestigious David J. Greenburg Service Award. Michael is currently an AHLA Fellow and a member of the AHLA Fellows Coordinating Committee. He is a Trustee of the New Jersey State Bar Association and an Emeritus Director of its Health Law Section.

Widely recognized as a leader in health care law, Michael has received numerous honors and awards. Chambers USA has consistently ranked him among the top health care attorneys in New Jersey since 2011, including as a "Star Individual" in 2020. Best Lawyers in America has recognized Michael every year since 2003, including as "Lawyer of the Year" for Business Organizations in 2021 and for Health Care Law in 2012 and 2016–2018. He has also been included in New Jersey Super Lawyers since its inception and in the "Top 100" list since 2007.

Mazen Asbahi (Chapter 7) is a Member at McDonald Hopkins LLC in its Chicago office. His practice focuses on business counseling, health care restructuring, mergers and acquisitions, startup and venture capital, securities, family and closely held business counseling, and nonprofits.

Adam Cella (Chapter 4) is an Associate in the antitrust group in Axinn, Veltrop & Harkrider’s Washington, DC office. Adam's practice focuses on merger investigations, merger analysis, and antitrust counseling. Adam works on merger investigations brought by both the Federal Trade Commission and Department of Justice.

Lymari Martinez Cromwell (Chapter 3, Section 3.5) is Counsel at Bass, Berry & Sims PLC. She advises clients in all aspects of employment and labor relations law, representing industries as diverse as health care, hospitality, and manufacturing. From medical leaves to background checks, Lymari helps employers keep in step with the constantly changing regulations that impact the workplace, and works to ensure correct interpretation and implementation of the laws. Lymari has assisted with cases ranging from a 3,000-employee wage and hour collective action to a successful federal jury trial in a Title VII discrimination case.

Lymari counsels employers on both labor relations and day-to-day employment law matters and also serves as defense counsel on employment litigation.

John W. Dawson IV (Chapter 3, Section 3.2) is a Member at Bass, Berry & Sims PLC. He focuses his practice on the areas of environmental and construction law and products liability. Prior to attending law school, John had a successful career as a civil and environmental engineer. John incorporates this knowledge base and past experience into his practice, providing him a unique insight into his clients' interests and goals.

Alexis J. Gilman (Chapter 4) is a Partner in the Antitrust Group at Crowell & Moring in Washington, DC. His practice focuses primarily on advising and representing clients on a broad range of civil antitrust matters, including antitrust compliance counseling, merger reviews, government investigations, and litigation, with a particular focus on health care merger investigations by the Federal Trade Commission, Department of Justice, and state Attorneys General offices. From 2010-2017, Alexis worked in the Mergers IV Division of the Federal Trade Commission (FTC), including the last three years as head of that Division, which investigates and litigates mergers involving hospitals and other health care providers.

Before the FTC, Alexis was an Associate in an international law firm for nearly eight years, where he worked on a variety of civil antitrust matters, including pharmaceutical mergers.

J. Andrew Goddard (Chapter 3, Section 3.2) is a Member at Bass, Berry & Sims PLC. He currently serves as chair of the firm’s Environmental Practice Group. For more than 30 years, Drew has focused his practice in the area of environmental law. He counsels clients on a broad range of litigation, regulatory issues and compliance related to various local and federal environmental laws. He works with companies in industries such as hospitality, energy, and health care, among others.

Drew was elected to the American College of Environmental Lawyers in 2008. Drew has been listed in Best Lawyers in America® since 1991 and in Chambers USA since 2010.

Jay Hardcastle (Chapter 6) is a Partner with Bradley Arant Boult Cummings LLP. He advises surgery centers, hospitals, hospices, home health agencies, long-term care providers, imaging centers, cancer centers, and other participants in the health care industry in connection with mergers and acquisitions, alternative payment arrangements, joint venture formation, regulatory issues, and general corporate matters. Jay also focuses on drafting contracts for providers and physicians, advising clients on Medicare and Medicaid issues, providing assistance in the defense of whistleblower claims and advising tax-exempt entities in the health care area.

Justin R. Hickerson (Chapter 2) is an associate in the Nashville office of Waller Lansden Dortch & Davis, LLP where he provides counsel on regulatory compliance and operational issues to health care providers ranging from hospitals and health systems to ambulatory surgery centers, dental support organizations, and vision care providers. His experience includes Medicare billing and reimbursement issues, provider contracts, physician recruitment agreements and professional and facility licensure. Additionally, in transactional matters such as mergers, acquisitions, and joint ventures, he assists with change of ownership filings and other regulatory requirements.

Justin earned his J.D., magna cum laude, from the Belmont University College of Law. He earned his B.A., summa cum laude, from the University of Tennessee.

Rick Hindmand (Chapter 7) is a health care attorney with McDonald Hopkins LLC in its Chicago office, where he focuses his practice on health care regulatory, data privacy, cybersecurity, corporate and transactional matters.

Lauren B. Jacques (Chapter 6) is a Partner with Bradley Arant Boult Cummings LLP and practices in their Nashville, Tennessee office. Lauren focuses her practice on health care transactions and the regulatory and operational issues that affect health care providers. She has experience handling a wide variety of transactions across the country, including deals involving hospitals, home health agencies, hospices, cancer centers, physician practices, and cardiac catheterization and vascular access labs. Lauren has a particular breadth and depth of experience handling transactions in the ambulatory surgery center and outpatient provider space.

In addition to transactional work, Lauren routinely counsels clients regarding health care regulatory and operational issues. She assists on matters related to compliance with federal and state anti-kickback and self-referral laws, corporate practice of medicine and fee-splitting laws, and issues with licensing, certificate of need, and provider enrollment. Lauren also has experience in representing clients in matters involving clinical research and graduate medical education. Lauren is a graduate of Vanderbilt University and Vanderbilt University Law School.

Jason J. Krisza (Chapter 1) is an associate on the Corporate and Health Law groups at Wilentz, Goldman & Spitzer, PA. He represents health care providers and individual health care professionals as well as businesses and business owners in a variety of legal disputes, business transactions, and regulatory matters affecting their operations. Jason’s health care practice focuses on the representation of health care professionals as well as group practices and other health care entities, including but not limited to, hospitals, academic medical centers, ambulatory surgery centers, management service organizations, ambulatory care facilities, substance use treatment facilities, mental health facilities (outpatient and inpatient), and nursing homes.

Jason regularly analyzes federal and state statutes and regulations in connection with the federal Anti-Kickback law and Stark Law, New Jersey's Codey Law and other state-specific self-referral laws, the federal False Claims Act as well as the New Jersey False Claims Act, Board of Medical Examiners regulations, HIPAA, HITECH, licensing and reimbursement issues, and other fraud and abuse laws.

Neil B. Krugman (Chapter 8) is a partner in the Nashville office of Waller Lansden Dortch & Davis, LLP where he advises health systems, dental and medical management service companies, managed care and insurance companies, and companies that invest in these businesses. Client rely on him for assistance with the formation of companies, the development and roll-out of new product and service lines, licensing and regulatory matters, and the negotiation of contracts, joint ventures, and other transactions.

Neil is a frequent speaker on health care and insurance topics before a wide range of industry groups and professional associations, including the Tennessee Bar Association, the Practicing Law Institute, the Association of Dental Support Organizations, the Physician Insurance Association of America, the Group Health Association of America, the American Academy of Dental Group Practices, and the Tennessee Society of Certified Public Accountants. He is AV-rated by Martindale-Hubbell. Neil earned his J.D. from the University of North Carolina School of Law and his B.A. from Yale University.

Nathan H. Lykins (Chapter 2) Nate Lykins is an associate in the Nashville office of Waller Lansden Dortch & Davis, LLP where he advises health care providers on compliance with federal and state health care regulations, including the Stark Law, the Anti-Kickback Statute, HIPAA, and state-specific patient privacy laws. His practice includes day-to-day operational issues such as licensing, medical staff contract issues, and Medicare certification and reimbursement. He also assists in the regulatory aspects of health care transactional matters involving mergers, acquisitions, syndications, joint ventures, and divestitures.

Prior to joining Waller, Nate gained experience as a Judicial Clerk to the Honorable Frank G. Clement, Jr. in the Tennessee Court of Appeals. He earned his J.D. from the Belmont University College of Law. He earned his B.A., cum laude, from Furman University.

Lauren B. Patterson (Chapter 4) is a Counsel in the Washington, D.C. office of Crowell & Moring LLP. Lauren’s practice involves counseling and representation of clients across a range of civil antitrust matters, including transactional matters such as mergers, acquisitions, competitor collaborations, and joint ventures, as well as government investigations, compliance counseling, and issues related to the Hart-Scott-Rodino Antitrust Improvements Act.

Lauren's practice focuses on the health care industry, and she has represented health care payers as well as various types of health care providers including hospitals, health systems, and dialysis facilities.

Susan V. Sidwell (Chapter 3, Section 3.4) is a Member at Bass, Berry & Sims PLC. For more than 25 years, she has advised private companies on preparing to go public and public companies on ongoing SEC compliance, corporate governance issues, and compliance with various stock exchanges. In addition, she helps clients with regulatory and fiduciary obligations in the context of strategic transactions such as mergers, going private transactions, and tender offers.

Susan applies her accounting background to assist clients with the technical side of securities work, guiding clients through complex SEC filings. Throughout her career she has worked with clients in a wide variety of industries, including health care, life sciences, and biotechnology.

G. Scott Thomas (Chapter 3, Sections 3.1, 3.3) is a Member at Bass, Berry & Sims PLC and sits in the Intellectual Property & Technology Practice Group. He joined Bass, Berry & Sims in 1982 and is listed in Best Lawyers in America^® and Chambers USA. Over the last 20 years, Scott has developed his IP/Technology transactional practice, which includes broad experience in a wide range of areas including commercial, corporate, health care, information technology, and e-commerce.

Scott is experienced in drafting and negotiating a broad range of contracts related to the use of software products and technology. He has advised clients with all aspects of software, technology, Internet business, and transactions including franchise agreements.

Rodrigo N. Valle (Chapter 3, Sections 3.1, 3.3) is an Associate at Bass, Berry & Sims PLC. He advises clients across a broad range of industries in intellectual property (IP) related matters and technology-based transactions, including license agreements, franchise agreements, software and technology service transactions, strategic relationships, and mergers and acquisitions involving technology and IP assets.

Rod also works with companies on a variety of trademark and franchise related issues. In addition, Rod has significant experience representing clients with respect to enforcing their intellectual property rights, including handling intellectual property and licensing disputes.

Kimberly S. Veirs (Chapter 3, Section 3.5) is an Associate at Bass, Berry & Sims PLC. She counsels clients in all facets of employment law including wage and hour, discipline and discharge, and discrimination claims. She advises employers on a variety of employment law issues, involving the FMLA, ADA, FLSA, OSHA and other state and federal employment law statutes.

John R. Washlick (Chapter 5) is a Shareholder in Buchanan Ingersoll & Rooney PC. He is a recognized authority on federal income tax issues involving tax-exempt organizations and the Anti-Kickback Statute and the Stark Law. John has experience in structuring, negotiating and documenting a variety of complex business transactions, including mergers and acquisitions, joint operating agreements, joint ventures, clinical co-management agreements, academic and clinical affiliations, and contractual relationships among providers and with third-party payers. He advises clients in the formation or acquisition of new entities, the restructuring of existing entities and the creation of alliances or other integration initiatives.

John is recognized among the leading health care lawyers in Pennsylvania by international legal research publisher Chambers USA and has been listed in The Best Lawyers in America^® since 2007 in health care law. He has also been recognized by Pennsylvania Super Lawyers^® and has garnered an AV^® Preeminent distinction from Martindale-Hubbell’s^® Peer Review Ratings. John speaks and writes on transaction, governance, regulatory and compliance matters, and has been published in many health care and tax-related publications, such as Health Connections, Health Law Digest, the Pennsylvania Bar Association Quarterly and the New Jersey Law Journal. He is the author of Bloomberg BNA's Tax Management Portfolio’s "Nonprofit Healthcare Organizations: Federal Income Tax Issues" (3rd Edition) and "Joint Ventures Involving Tax-Exempt Organizations."

Devon Holbrook is an associate in the Intellectual Property & Technology Practice Group at Bass, Berry & Sims PLC. He counsels healthcare clients on matters affecting intellectual property ownership, development, commercialization and protection. He assists clients with the selection, adoption and registration of their trademarks, both in the U.S. and internationally and represents clients in a wide variety of transactions, including licensing and service agreements, mergers and acquisitions and a variety of web-related matters, including terms of use, data collection and processing and issues arising out of user-generated content.

Devon also assists clients with data breach responses and customer notifications, investigations of data security incidents and crafting incident response plans.