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Nossaman LLP


Business Counseling and Transactions

Nossaman attorneys have extensive experience in advising healthcare clients on a full range of business transactions, including mergers, acquisitions, and divestitures, financing transactions, joint ventures, capital restructurings, and corporate governance matters. We represent large, fully integrated healthcare organizations, small, medium-sized and large medical groups, IPA's, PPO's, managed care provider groups, and management services organizations. We specialize in organizing and syndicating physician joint ventures with healthcare facilities, including advice regarding compliance with the Stark laws, PORA, and state and federal patient referral and fraud and abuse laws, and their related safe harbors. We also assist our medical group and IPA clients in the formation of management services organizations.

Nossaman counsels buyers and target companies in negotiated merger, reorganization and acquisition transactions, including drafting and negotiating letters of intent, stock and asset purchase agreements, and merger or reorganization agreements. In addition, we usually prepare and negotiate related ancillary agreements, such as employment, shareholder, non-competition, voting, standstill, non-disclosure, indemnification, earn-out, escrow, and operating agreements. We also prepare required securities law filings with state and federal regulators.

We represent large medical centers in connection with equity and debt investments, managed care contracting, intellectual property portfolio management (including licensing transactions and research arrangements), and contracts with vendors, consultants, suppliers and out-sourced entities covering the myriad of hospital-related services.

We counsel healthcare entities in connection with corporate governance, compliance matters and intellectual property management (including licensing transactions, research arrangements, multi-party research and marketing collaborations, biomaterial transfers, and "data mining" opportunities).

Nossaman attorneys also work closely with IPA, PPO, MSO and various physician organization clients on operational matters, including structure, managed care contracting, employment law compliance and NCQA, AAAHC and JCAHO accreditation.

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