Health Care and Mergers and Acquisitions

Synopsis

The enactment of the Patient Protection and Affordable Care Act (PPACA) in March of 2010 brings to light a whole new perspective for looking at the health care industry. In this program, a panel of experts addresses the impact of this law not only on the merger and acquisition activity that is bound to take place, but also the effect it will have on the four P’s of the health care industry: patients, providers, pharma, and payors.


Outline

I. Introduction
        A. Overview
II. Health Care M&A Marketplace
        A. The Year In Review
        B. Aggressive Buyers
        C. Challenges
III. Acquisition of Physician Practices
        A. Setting the Stage
        B. It’s a Big Business
        C. Accountable Care Model
IV. A Hospital Perspective
        A. Patient Protection and Affordable Care Act
        B. The Disconnect and Timing
        C. Aspects of Health Care
        D. Economies of Scale
        E. Vertical Integration
V. Health Insurer Perspective
        A. Results of Health Reform
        B. Restrictive Provisions
        C. Medicare and Medicaid Concerns
VI. Pharmaceutical Perspective
        A. Marketplace Activity
        B. What Does the Future Look Like?
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The Penn State Dickinson School of Law

Founded in 1834 by Judge John Reed, The Dickinson School of Law is the oldest law school in Pennsylvania and the fifth oldest in the nation. Throughout its history, the law school has trained distinguished graduates who have gone on to become leaders of the bar, of the judiciary, of government, and of business. These alumni include the first secretary of the U.S. Department of Homeland Security, five governors, three U.S. senators, and more than 100 federal, state and county judges and countless prominent lawyers and civic leaders. In 2000, the law school merged with Penn State, one of the country’s premier research universities, and stepped into a new era of legal excellence.

Penn State Dickinson School of Law Center for the Study of Mergers and Acquisitions

The center, headed by Samuel C. Thompson Jr., former director of the UCLA Center for the Study of Mergers and Acquisitions, examines corporate, securities, tax, antitrust, and other legal and economic issues that arise in mergers and acquisitions. An important part of the center’s mission is to sponsor continuing legal education programs addressing these issues.

The Association of the Bar of the City of New York

The years following the Civil War were tumultuous ones for New York City, offering many opportunities to the dishonest. Unsavory politicians and errant members of the bench and bar were among those who took advantage of those troubled times. In December 1869, a letter was circulated among some of the city’s lawyers addressing those improprieties. It called for the creation of a new bar association to “sustain the profession in its proper position in the community, and thereby enable it ... to promote the interests of the public ....” More than 200 lawyers responded by signing a declaration of organization and in 1870 The Association of the Bar of the City of New York was born. The young organization quickly made its presence felt. Among its first activities was a campaign to defeat corrupt politicians and judges at the polls and to establish standards of conduct for those in the legal profession.

The association continues to work at political, legal and social reform, and maintaining high ethical standards for the legal profession. The association also continues to implement innovative means by which the disadvantaged may be helped. Much of this work is accomplished through the Association's more than 160 committees, each charged to consider a specific area of law or the profession.

The association has grown to more than 23,000 members. To serve them, the association strives to move ahead in many areas. The library is the largest member-funded law library in the country, and provides members with a “gateway” to online services, including free use of LexisNexis and WestLaw, while continuing to provide more traditional library services. The Small Law Firm Center, Career Management Program and other benefits are constantly evolving to serve members’ needs. More than 150 continuing legal education programs are presented annually.

The public good remains one of the association’s highest priorities. The Legal Referral Service, jointly sponsored by the association and the New York County Lawyers’ Association, provides an array of services directly aimed at serving the needs of the public. The City Bar Justice Center identifies the most pressing legal concerns of New York’s neediest and uses novel approaches to address them, often involving community participation.





Speakers / Authors:

Photo of Denise Hanna

Denise Hanna
Locke Lord Bissell & Liddell LLP

Denise Hanna is a partner in the Washington, D.C., office of Locke Lord Bissell & Liddell LLP. Ms. Hanna has been involved in health care public policy and transactional matters for more than 20 years. She has represented health care payors and providers, pharmacy benefit management (PBM) companies, third-party administrators, health and wellness companies, trade associations and other health care organizations in a range of transactional matters and in legislative, regulatory and administrative proceedings. Ms. Hanna has closely tracked the enactment of federal health care reform and now advises clients on implementation issues, compliance obligations and strategic opportunities under health reform.

Through her active involvement on the national health care scene, Ms. Hanna has a keen awareness of the most important issues that are shaping the health industry. She was chair of the National Bar Association’s Health Law Section during the 2009-2010 year. Ms. Hanna also participates in seminars across the country and was instrumental in organizing the NBA Health Law Section’s Health Care Law Summit in 2009 and 2010. Ms. Hanna is co-editor of the firm’s Health Care Reform Update.

Ms. Hanna received her J.D. from Stanford Law School in 1986 and her B.A., with honors, from the University of Chicago in 1983.

Photo of Francis J. Aquila

Francis J. Aquila
Sullivan & Cromwelll LLP

Francis J. Aquila is partner in the New York office of Sullivan & Cromwelll LLP. Mr. Aquila advises a broad range of companies, boards of directors and special committees with respect to corporate governance, mergers and acquisitions, takeover defense, strategic alliances and related matters.

Mr. Aquila serves as a regular adviser to global leaders such as Amgen, Anheuser-Busch InBev, British Airways and Diageo. He was named “Dealmaker of the Year” in 2009 by The American Lawyer, as a “Leading Lawyer” in the IFLR1000, and as a recipient of the Atlas Award as the “Global M&A Lawyer of the Year” in 2010.

Mr. Aquila received his J.D. in 1983 from Brooklyn Law School and his A.B. from Columbia University in 1983.

Photo of Leigh Walton

Leigh Walton
Bass Berry & Sims PLC

Leigh Walton joined Bass, Berry & Sims PLC in May of 1979, and was named a member of the firm in 1984. Ms. Walton is a former co-chair of the firm’s Healthcare Practice Group and is also active in corporate and securities law matters. Her work with public companies includes securities, mergers and acquisitions, and corporate governance matters. For health care clients, she assists in the acquisition of hospital systems, structures hospital syndications and joint ventures and coordinates financing transactions. She led the firm’s health care regulatory team when Bass, Berry & Sims PLC represented HCA Inc. in its 2006 sale to a consortium of private equity buyers.

Ms. Walton is active in the American, Tennessee and Nashville Bar Associations, serving as chair of the ABA’s Mergers and Acquisitions Committee and as a member of the ABA’s Corporate Practice Committee. She lectures annually at the ABA’s Annual Mergers and Acquisitions Institute, at the Northwestern University School of Law’s Securities Regulation Institute, and participates regularly in other seminars and programs on health care, corporate and securities law matters. Ms. Walton served as co-chair of the Tennessee Corporate Law Revision Committee, which drafted the Tennessee Business Corporation Act. She was a lecturer at Vanderbilt University Law School from 1980 to 1987. She is a fellow of the Tennessee Bar Foundation and serves as co-chair of the Transactions Affinity Group of the American Health Lawyers Association Business Law and Governance Practice Group. She is a member of the Metropolitan Development and Housing Agency of Metropolitan Davidson County.

Ms. Walton is listed in The International Who’s Who of Corporate Governance Lawyers, The International Who’s Who of Business Lawyers, Who’s Who in American Law, Mid-South Super Lawyers 2006, The Best Lawyers in America® (Nashville Securities Lawyer of the Year for 2010), Lawdragon 500, Lawdragon 3000 Leading Lawyers in America, Lawdragon 500 Dealmakers and Chambers USA. She has also been listed in the Nashville Business Journal’s Healthcare 100 and Best of the Bar and Nashville Post’s “Nashville’s 101 Top Lawyers” in 2011.

Ms. Walton received a B.A. degree, magna cum laude, from Randolph-Macon Woman’s College in Lynchburg, Va., and her J.D. from Vanderbilt University Law School, where she was a member of Order of the Coif and the National Moot Court Team.

Photo of Mark L. Francis

Mark L. Francis
Houlihan Lokey

Mark L. Francis is a managing director in Houlihan Lokey’s Dallas office, where he heads the Health Care Group. He has nearly two decades of experience in mergers and acquisitions and financial operations in the health care industry, and he has managed a wide variety of projects, from acquisitions, divestitures, financings and financial restructurings to joint ventures and strategic-alliance formation.

Before joining Houlihan Lokey, Mr. Francis directed a national team of acquisition professionals as vice president of M&A for the home health division of HCA. He speaks frequently on mergers and acquisitions and finance in the health care industry.

Mr. Francis earned a B.B.A. in finance from Baylor University. He is a Certified Public Accountant and is registered with FINRA as a General Securities Principal (Series 7, 24 and 63) and a Limited Representative – Investment Banking (Series 79).

Photo of Robert T. Harper

Robert T. Harper 
Buchanan Ingersoll & Rooney PC

Robert T. Harper is a shareholder in the Pittsburgh office of Buchanan Ingersoll & Rooney PC. Mr. Harper represents for-profit and nonprofit entities in acquisition transactions, general business and corporate matters. In business affairs, he counsels corporations, boards and other entities in acquisitions, sales, financings and reorganizations. He also advises hospitals, health maintenance organizations, managed care entities and other providers in a variety of health care matters. He serves as co-chair of the firm’s Health Care Section.

Mr. Harper has been listed for 10 consecutive years in The Best Lawyers in America for Corporate Law and Health Law. Since 2006, he has been consistently selected to the Pennsylvania Super Lawyers list. In 2010 he was named “Pittsburgh Health Care Lawyer of the Year” by Best Lawyers.

Mr. Harper received his J.D. from Duke University in 1979 and his B.A., summa cum laude, from Duke University in 1976.

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Details

Course Code : 776457
Release Date : 1/1/2011 12:00:00 AM
Length : 59min
Recorded Date : 10/8/2010
Format Type : Video

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