Health Care Contracts: A Clause-By-Clause Guide to Drafting and Negotiation (AHLA Members)

Dorthula (Dot) Powell-Woodson is a Partner in the Washington, DC office of Wiley Rein LLP. She serves as Co-Chair of the firm’s Health Care Practice, and also serves on the firm’s two governance committees, the Executive Committee and the Management Committee. Dot counsels clients on government health care procurements and contracting, contract administration, and state and federal regulatory compliance relating to complex prime, subcontract, and affiliate agreements. Dot’s practice focuses on all major government health care programs (including Medicare, Medicaid, the Federal Employees Health Benefits Program, and TRICARE), and on federal statutory and regulatory requirements applicable both to government and commercial health care offerings (including the Affordable Care Act, the HIPAA Administrative Simplification regulations, the HITECH Act, the federal health care Anti-Kickback Act and the Telephone Consumer Protection Act). She is a Fellow with AHLA.

Dot received her JD from the University of Richmond School of Law and her BA, magna cum laude, from Virginia Union University.

Elise S. Barajas is partner with Baker Hostetler. She is a seasoned health care attorney specializing in transactional, operational, and compliance matters within the health care industry. With a focus on intricate acquisitions and sales, Elise represents a diverse range of clients, including acute care hospitals, joint venture hospitals, ambulatory surgery centers, physician practices, dental practices, optometrists, long-term care facilities, ancillary providers, and clinically integrated networks. Elise earned a J.D. from the University of Tulsa College of Law and a B.S., summa cum laude, from Oklahoma State University.

Claire M. Bass is an associate with Baker Hostetler. She focuses on health care law, providing advice and guidance on regulatory compliance, transactional, and corporate matters. She has aided in developing hospital compliance programs, advised clients on corporate practice of medicine issues, and counseled clients on complex transactional matters. Claire has also engaged in extensive Medicare and Medicaid recovery audit work. She earned a J.D., magna cum laude, from Georgia State University College of Law and a B.S. from the Georgia Institute of Technology.

Jenna Brofsky is a partner in the Kansas City office of Husch Blackwell, LLP, where she advises employers on compliance with federal and state employment laws. She also conducts workplace investigations involving complaints by employees and third parties, and she advises on and litigates issues involving non-competition obligations. She is particularly experienced with employment issues in the health care industry. Jenna is an Order of the Coif graduate of The George Washington University Law School and has been honored among Ones to Watch for labor and employment law by Best Lawyers in America.

Matthew M. Brohm is a partner at Arnall Golden Gregory LLP in Atlanta. Matthew’s work focuses on corporate transactions in the health care industry, where he has advised on transactions involving private equity firms, health systems, hospitals, nursing homes, assisted living facilities, home health agencies, behavioral health companies, physician practice management platforms, laboratories, pharmacies, and a wide variety of other providers. Matthew also co-wrote a chapter in AHLA’s Corporate Practice of Medicine: A 50 State Survey. He has been recognized by Chambers USA, Georgia Super Lawyers, and Best Lawyers in America. Matthew attended the University of Georgia and Syracuse University College of Law.

Sarah K. Browning is Counsel at Baker Hostetler. She is a health care corporate and transactional attorney known for her expertise in guiding health care providers and businesses through daily operations, corporate compliance, and health care regulatory compliance. With a background spanning corporate and health care regulatory matters, she offers counsel to health care organizations. Sarah earned a J.D. from Georgia State University College of Law, 2013, with honors in the Health Law Certificate, and a B.S. from the University of Georgia.

Stacey L. Callaghan is an attorney at McDermott Will & Emery in Chicago, Illinois. Stacey’s work focuses on assisting clients with digital health matters, including data privacy and protection and developing telemedicine strategies. She also routinely guides clients through transactions. She has been recognized by The Best Lawyers—Ones to Watch and Super Lawyers—Rising Stars. Stacey attended Notre Dame Law School where she graduated cum laude. Outside of work, Stacey loves traveling with her husband, Joe, and spending time with their mini cockapoo, Rossi.

Alisa L. Chestler, a Shareholder and Chair of the Data Protection, Privacy and Cybersecurity Team at Baker Donelson, concentrates her practice in privacy, security, health information technology issues including compliance, contract negotiation, and corporate transactions matters. She joined Baker Donelson after a distinguished career as in-house counsel and privacy officer to several large public and private companies, including several managed care organizations and health care companies. She counsels clients on technology, data privacy, and security matters that arise from federal and state laws, including the Health Insurance Portability and Accountability Act (HIPAA), California Consumer Privacy Act (CCPA), Gramm-Leach-Bliley Act (GLBA), and state privacy and data breach laws. Ms. Chestler also counsels clients on global data protection laws, including the General Data Protection Regulation (GDPR). She has significant experience assisting companies in developing comprehensive privacy and security programs and working with management to identify risk management issues, many times in anticipation of corporate transactions. She assists clients in identifying, evaluating, and managing risks associated with privacy and information security practices of companies and third-party service providers. Alisa is a Certified Information Privacy Professional: United States (CIPP/US) and has also attained certification as a Qualified Technology Expert (QTE). Alisa was the Chair of the AHLA Health Information and Technology Practice Group from (2018-2021).

Matthew R. Cin is an associate at Ropes & Gray LLP in Chicago. He advises a broad range of clients on global data privacy and cybersecurity issues, technology transactions, and other commercial contracts. Matthew represents technology companies, cloud service providers, brick and mortar and e-commerce retailers, financial institutions, health care providers, health information technology vendors, and consumer products manufacturers with U.S. and international privacy and data security breach response issues, including navigating comprehensive state privacy laws such as the California Consumer Privacy Act (CCPA) and the California Privacy Rights Act (CPRA), Virginia’s Consumer Data Protection Act, the Colorado Privacy Act, the General Data Protection Regulation (GDPR), Health Insurance Portability and Accountability Act (HIPAA), Telephone Consumer Protection Act (TCPA), Children’s Online Privacy Protection Act (COPPA), and other international, federal, and state laws. Matthew earned a J.D. from Washington University School of Law and a B.A. from Indiana University.

Cynthia M. Conner is a Consulting Managing Editor for the American Health Law Association. She worked for 15 years as AHLA’s Vice President of Publishing, and prior to that, for Wolters Kluwer as Director of the Health Law Center. Over the course of her career, Cynthia developed, authored, and edited over 60 health law titles, and currently serves as the Managing Editor of the Health Care Compliance Professional’s Manual.

Ritu Kaur Cooper is a Shareholder at Hall Render Killian Heath & Lyman PC in Washington, D.C. Hall Render is the largest health care-focused law firm in the country. Ritu is the co-chair of the firm’s Compliance Service Line. Her work focuses on representing health care providers such as hospitals and health systems, large physician practice groups as well as medical device companies and other health care organizations in regulatory and compliance matters. Her particular area of focus is on fraud and abuse, compliance, internal and government investigations, voluntary disclosures, and management of Corporate Integrity Agreement requirements. Ritu serves on the American Health Law Association’s (AHLA’s) Board and previously held the following position on the Hospitals and Health Systems Practice Group: Chair, Vice Chair of Research and Website, Vice Chair of Strategic Initiatives, and Vice Chair-Educational Programming. She is currently a member of the Editorial Board for the Health Care Compliance Professional’s Manual and was a member of AHLA’s Nominating Committee for 2020-21. Ritu is a past president of the South Asian Bar Association of Washington, DC and an active member of Alpha Kappa Alpha Sorority, Inc. Ritu frequently writes and lectures on compliance and the health care fraud and abuse laws. She has been recognized by Lawyers of Color and Washington DC’s Super Lawyers. Ritu is an honors graduate from The George Washington University (BA), a cum laude graduate from Syracuse University (JD), and was awarded an LLM in Health Law by Saint Louis University. Ritu loves cooking, traveling, and spending time with her husband and three children.

Andrew J. Droke, a Shareholder and leader of Baker Donelson’s AI Team, advises clients regarding complex data use and sharing arrangements, digital health strategies, technology agreements, and the contracting and compliance considerations associated with AI-based technologies. He also routinely counsels clients with respect to their privacy, cybersecurity, and information practices, including the compliance obligations imposed by the Health Insurance Portability and Accountability Act (HIPAA), 42 CFR Part 2, the ONC and CMS interoperability and information blocking regulations, state privacy and security laws, and global data protection laws such as the General Data Protection Regulation (GDPR). Andrew also serves as leader of the Firm's GDPR Team and assists U.S.-based and global organizations with issues involving international data transfers and navigating conflicts between foreign privacy laws and U.S. compliance obligations with respect to data use and processing.

Geoff Drucker is the Senior Director of the American Health Law Association’s Dispute Resolution Service in Washington, DC. He is also a practicing arbitrator and mediator, an adjunct professor at the George Washington University School of Law, and the author of Resolving 21st Century Disputes: Best Practices for a Fast-Paced World (Prospecta Press 2012). Geoff received a B.A. with distinction from Stanford University, a JD from the UCLA School of Law, and an MS in Conflict Analysis and Resolution from George Mason University. 

Alexander B. Foster is a partner at Arnall Golden Gregory LLP in Atlanta. His work focuses on providing transactional and regulatory counseling for a variety of clients in the health care and life sciences industry, including health systems, nursing homes, hospitals, ambulatory surgery centers, assisted living facilities, hospices, physician groups, and other health care providers. Alex also represents domestic and foreign private equity investors in health care, REITs and other investors in health care real estate, developers of health care facilities, management companies, and lenders. He has been recognized by Best Lawyers in its “Ones to Watch” listing. Alex attended the University of Georgia and the University of Virginia School of Law.

Sarah Tegan Hogan is a partner at Wilmer Cutler Pickering Hale and Dorr LLP in Boston. Her work focuses on advising companies in the life sciences and digital health industries in connection with structuring and negotiating intellectual property licenses, strategic collaborations, and other complex commercial transactions. Her clients include startups, venture capital and private equity–backed entities, privately held businesses, hospitals, nonprofit research organizations, and large public companies. She has been recognized as a life sciences “star” in LMG Life Sciences and was also selected by her peers as one of the Best Lawyers in America® in the area of Health Care Law. Sarah attended Northeastern University School of Law where she earned her JD; University of New Hampshire where she earned an MS in Genetics; and Worcester Polytechnic Institute where she earned a BS in Biotechnology. Drawing on her scientific background and over 18 years in private practice, Sarah delivers practical solutions that lay the groundwork for successful, productive collaborations.

Jennifer Csik Hutchens is the Global Leader of the Healthcare and Life Sciences Practice at the international law firm Bryan Cave Leighton Paisner and a partner in the firm’s Corporate & Finance Transactions Department. She globally represents health care and life science organizations, ancillary service providers, licensed agencies, nonprofits, management services organizations and other industry-based clients of all sizes. She is focused on high-stakes strategic, operational and compliance complexities for her clients, and she frequently advises on transactional matters including material contracting and commercial arrangements across the health care and life sciences vertical.  Jennifer takes pride in building and maintaining long-term relationships with clients and strives to be a trusted partner and adviser.

David E. Kopans is a partner at DLA Piper LLP (US).  David represents health care providers and managed care organizations (MCOs) with complex contractual and transactional arrangements and regulatory compliance and advice.  In addition, David advises health care and life sciences industry organizations on transactional and regulatory matters related to health information privacy and security compliance under the Health Insurance Portability and Accountability Act (HIPAA) and other state and federal data protection laws. Among these clients are health care providers, MCOs, self-insured employers, life sciences companies and digital health and telehealth companies offering mobile applications, online solutions and data analytics.

Allison Minicky is an associate in the St. Louis office of Husch Blackwell, LLP, Allison Minicky earned her bachelor’s degree at Missouri State University and her law degree from the University of Mississippi School of Law, where she graduated summa cum laude in 2021. Allison focuses her practice on labor and employment law, where she advises employers on compliance with employment laws and litigates matters involving claims of discrimination and retaliation. Allison has published articles for the Mississippi Law Journal and Law360 and previously clerked with the American Civil Liberties Union of Missouri.

Ashley Ogedegbe provides regulatory and transactional counseling to healthcare providers, specialty physician practices, hospitals and health systems, and digital health companies as well as investors in the health care industry. Within digital health, she is particularly focused on the virtual care, telehealth, mobile health, and consumer wellness sectors, advising organizations and their investors on a variety of legal, regulatory, and compliance matters that can impact their business outcomes. Ashley earned a J.D. from Washington University School of Law and a B.A. from Washington University in St. Louis.

Megan C. Phillips is a Senior Counsel at Husch Blackwell LLP in Omaha, Nebraska. She routinely assists large health care systems, adult and children’s hospitals, and physician practices with health care contracting and advises on compliance issues related to the Stark Law, Anti-Kickback Statute, False Claims Act, and state laws. She also has extensive experience in interpreting Medicare and various state Medicaid coverage and reimbursement provisions. Megan attended Washington University in St. Louis School of Law and was a member of the Order of the Coif.

Cynthia Y. Reisz is a Member at Bass Berry & Sims PLC and practices in its Nashville, Tennessee office. Her extensive knowledge of the health care industry and its regulatory framework allows her to structure complex deals, such as joint ventures, acquisitions and de novo development of facilities and health care services that comply with federal and state health care laws. Cindy utilizes her vast experience in both the health care and corporate sectors to advise providers in all health care industry sectors as well as private equity funds and the portfolio companies in which they invest. With this background, she is able to lead health care companies in critical business decisions and operational issues, while providing invaluable guidance when navigating health care regulations. She works primarily with acute care and behavioral health systems, physician practice management companies and population health management organizations, among others. She has been recognized by Chambers USA (2007-2023); Best Lawyers—Nashville Health Care Law “Lawyer of the Year” (2024, 2022) and Nashville Mergers and Acquisitions Law “Lawyer of the Year” (2020); and The Best Lawyers in America—Corporate Law; Health Care Law; Mergers and Acquisitions Law (2006-2024). Cindy earned her undergraduate and law degrees from Vanderbilt University. Cindy is active nationally in the health care industry, and previously served on the Board of Directors and as the President of the American Health Law Association.

Scott Robertson is a dedicated health care attorney with a primary focus on health care law. His practice involves offering advice and guidance on regulatory compliance, as well as handling transactional and corporate matters within the health care industry. Scott's diverse experience includes collaborating with hospital staff to develop critical bylaws and rules and regulations. He has also worked closely with the Georgia Attorney General's office to draft notices of intent for acquisition and disposition matters, demonstrating his strong grasp of regulatory procedures.

Scott's experience includes involvement in private placement securities offerings, drafting various transactional documents, coordinating Attorney General hearings, and developing medical staff bylaws for large hospital systems. He has also drafted offering circulars for real estate investment trusts and assisted in obtaining licenses for multiple assisted living facilities throughout Georgia. Scott earned a J.D., magna cum laude, from Georgia State University College of Law, where he was part of the Georgia State Law Review and a member of the prestigious Order of the Coif. He also holds an M.S. in Biotechnology from the University of Central Florida and a B.S., magna cum laude, in Biology from the University of Charleston.

Angelique M. Salib is an Associate at Bass Berry & Sims PLC in its Washington, DC office. She provides health care regulatory counsel as it relates to compliance, operational and transactional matters through applicable components of the Stark Law, Anti-Kickback Statute, Medicare reimbursement, managed care, in addition to clinical research and life sciences matters. She also works with hospital and health system clients on contractual arrangements, corporate governance and a broad range of compliance matters. Angelique earned her law degree from The University of Chicago Law School where she also earned a Graduate Program in Health Administration and Policy (GPHAP) Certificate and was awarded the Erikson Fellowship for her work at a Chicago-area hospital. Angelique is a member of the American Health Law Association and served on the Hospitals and Health Systems practice group in the Leadership Development Program from 2020-2021.

is General Counsel for Southwest General Health Center and serves Of Counsel at Kohrman Jackson & Krantz PLL in Cleveland, Ohio. Susan is known as one of Ohio’s leading health care attorneys and is the author of the book “Ohio Health Care Provider Law,” which has been relied upon in health care law across the state for more than 20 years. Susan works on regulatory and compliance matters, medical staff and licensing issues, contract negotiations, litigation, tax-exempt issues, and general corporate law. Susan also serves as the Editor-in-Chief of AHLA’s Journal of Health & Life Sciences Law. Susan’s contributions to the field of health care law across her 35-year legal career have been recognized locally and nationally. She is a current fellow and former board member of the American Health Law Association, was honored with the Distinguished Women in Healthcare award from the Visiting Nurse Association and is often called upon to speak on health care law topics and contribute to publications. She is an attorney equally respected among medical staffs and health care executives.

Bryna Shmerling is Of Counsel at DLA Piper LLP (US). Bryna represents hospitals and health systems, health care providers, health care-adjacent technology companies, clinical laboratories, biotechnology and pharmaceutical companies, medical device companies, and health care startups in a wide range of transactional, regulatory, and compliance matters. Her practice includes counseling and advising clients on matters relating to state and federal fraud and abuse, billing and reimbursement, digital health, and the Health Insurance Portability and Accountability Act (HIPAA) and other state and federal data protection laws.

Jennifer R. Shoup is an attorney with Hall Render Killian Health & Lyman. P.C. in Indianapolis. Her practice is devoted to real estate, project development, and finance matters.  As part of Hall Render’s cross-functional public-private partnership practice, Jennifer coordinates private development, private investment and financing, and public participation to implement development and redevelopment projects.  Her real estate practice includes securing construction and permanent financing, as well as the leasing, purchase, and sale of property and completed projects. As part of the foregoing, she has represented private developers, cities, and other public agencies. Jennifer has been listed in the Indianapolis Business Journal’s Forty Under 40, listed in Best Lawyers since 2020, and named an Indianapolis Bar Foundation Distinguished Fellow.

Thomas D. Spellman is an Associate General Counsel, Vice President at Fresenius Medical Care North America. Tom primarily focuses on U.S. and international acquisitions, divestitures, venture capital investments, and joint venture transactions for Fresenius’ kidney dialysis business line. He also provides general corporate and commercial legal advice to the dialysis business and other areas of Fresenius’ activity. Tom came to Fresenius from Goodwin Procter LLP, where he was a member of the Business Law Group. At Goodwin Procter, Tom worked with a wide variety of clients, with a focus on transactional and fund formation work for private equity, mutual and venture capital funds, and transactional and regulatory work for financial institution clients such as banks and asset management companies.

Cori Casey Turner is a Senior Counsel at Husch Blackwell LLP in The Link Virtual Office and a 20+ year member of the firm’s Health Care group. Cori represents various types of health care providers with a special focus on academic medical centers, children’s hospitals and pediatric providers. She routinely counsels her clients on complex contracting, regulatory compliance, and strategic affiliation matters. Cori has been recognized by Missouri Lawyers Weekly and Missouri & Kansas Super Lawyers for her work in Health Care.  She is also currently included in Best Lawyers in America and Chambers USA for her Health Care expertise. Cori is a former Chair of the AHLA Women’s Leadership Council and a member of AHLAs Young Professional Delegate Alumni. Cori attended The University of Iowa School of Law in Iowa City, Iowa with distinction and was a University of Iowa College of Law Merit Scholar.

Adam C. Varley is a shareholder at Rath, Young and Pignatelli, P.C. and currently serves as the firm’s President. Adam assists insurance companies, trust companies (both private and public) and other financial institutions, health care providers, and other businesses with regulatory, licensing, transactional, and compliance issues. Adam also advises clients on a range of issues with respect to health insurance, employee benefit plans, and compensation issues. On corporate matters, Adam represents companies in connection with formations, private securities offerings, transactions, employment issues, and contracting matters.