Physicians & Physician Groups Transactions

Williams Mullen helps physicians and physician groups enhance their capabilities, increase their capacity to serve a wider patient population, and provide exceptional patient care via mergers, acquisitions, joint ventures, strategic affiliations, financing, and management agreements. 

We also leverage our industry knowledge, extensive health care regulatory experience, and deep bench of attorneys in critical practice areas to provide comprehensive legal solutions to physicians and physician groups engaged in a sale process.

Mergers and Acquisitions

We advise clients on full range of physician group transactions, including practice sales and acquisitions, mergers, joint ventures, and syndication of investments in ambulatory surgical centers and other health care facilities. Our representation includes advice on preparing for a transaction, engaging the right business and financial consultants, negotiating the deal documents, managing due diligence, assistance with regulatory change of ownership approvals, and post-closing transition.   

Corporate Governance and Operations

We assist clients in drafting, updating, implementing, and enforcing corporate governance documents, including bylaws, shareholder agreements, operating agreements, partnership agreements, and physician buy-sell agreements. We also assist clients in negotiating professional service agreements, locum tenens contracts, and managed care contracts and structuring businesses to comply with applicable state corporate practice of medicine regulations.

Health Care Regulatory

Our attorneys provide strategies for compliance with the Stark law, the Anti-Kickback Statute (AKS), the False Claims Act (FCA), and the Health Insurance Portability and Accountability Act of 1996 (HIPAA). We assist physician groups with structuring physician compensation plans that comply with the Stark law.

Antitrust Compliance

We advise on potential antitrust issues related to joint ventures, acquisitions, and other business transactions, assist clients in analyzing their potential federal and state merger review obligations, including the preparation of federal and/or state premerger notification filings (when required), and assist clients in gaining regulatory approval for their transactions.

Financing

We provide counsel on a variety of financing options, including syndicated capital raises, private equity investment, and traditional and private lending.

Tax

Our attorneys can help doctors and practice owners navigate the sale process with advice on entity structuring (sales of S corporations, partnerships/LLCs, and C corporations); transaction structuring (asset versus stock sales, personal goodwill, and purchase price allocations); deferred and contingent consideration (use of earnouts and debt); characterization of gain (impacts of structure for capital gain versus ordinary income treatment); employee and owner compensation (employee benefit plans, change of control bonuses, and rollover interests); estate planning (succession and estate planning); and integration with broader strategy. 

Employee Benefits

Our Employee Benefits and Executive Compensation practice group helps physician groups navigate complex ERISA and tax issues arising in transactions. We guide our clients to comply with applicable regulatory requirements, help buyers manage employee benefits risks, and assist with employee benefits transition issues.

Executive Compensation

We assist with design of transaction-based bonuses or other compensation, tax analysis in the context of a particular transaction, and assessment of payment logistics and conditions. Our team also evaluates any existing deferred compensation plans or employment agreement provisions affected by a transaction, with a focus on compliance and planning opportunities.

Real Estate

We represent various medical providers in tenant-side lease negotiations supporting expanded operations and new market access. We also advise medical operations and providers on the acquisition of new real estate facilities as owner-occupied assets and/or investment opportunities. In addition, we represent related party ownership groups in the sale-leaseback transactions enabling return on real estate investment and continued operations. Finally, we assist owner-occupied or related party property owners in real estate secured loan transactions including new construction, acquisition, and refinancings.

Employment

Our attorneys advise on areas of importance to potential investors and corporate acquirers, including physician employment agreements, independent contractor misclassification, Fair Labor Standards Act (FLSA) exemption misclassification, improper wage payments, and non-compete laws. 

Immigration

Our Immigration attorneys regularly assist clients, both on the buy-side and sell-side, with immigration laws and regulations, including Form I-9 Employment Eligibility Verification practices, minimizing successor liability exposure for the purchaser with respect to Form I-9s, determining optimal strategies related to I-9 processes prior to and subsequent to the closing of the transaction, and providing advice regarding E-Verify compliance issues.

Intellectual Property

We can help physicians and physician groups enhance the value of their practice by protecting their practice’s name with a registered trademark, properly documenting and protecting new inventions owned by their practice, protecting confidential information or trade secrets, and generally protecting any intellectual capital created within their practice. 

Vendor Contracts

We assist clients with negotiating contracts for the procurement of medical devices, technology, pharmaceuticals, and other products and services, including analyzing data use, security, and privacy issues, negotiating favorable terms, and protecting intellectual property.

Data Protection and Cybersecurity

We provide advice regarding compliance with privacy laws by building privacy programs, overseeing vendor agreements, and strengthening cybersecurity and breach response.