As the health care industry becomes more integrated and competitive, institutions need to maximize the efficiency and delivery of their services.
Ropes & Gray lawyers help hospitals, academic medical centers, research institutions and universities find the right partners. We are experienced in mergers and acquisitions, affiliations, joint ventures and disaffiliations with hospitals, physicians, major pharmaceutical companies, pharmacy benefit managers, health industry software companies, senior living companies, and medical device manufacturers. Our lawyers have both transactional experience and industry knowledge, so they can provide clients with a comprehensive approach to a range of health care transactions.
Our services include:
- Advising nonprofit clients contemplating joint ventures with or disaffiliation from for-profit entities about how to preserve the nonprofit organization’s tax-exempt status
- Navigation of the complicated issues that a major transaction may trigger, in the areas of taxation, antitrust, bond financing, labor and employment and real estate
- Counseling clients about the issues surrounding conversion form a non-profit to for-profit status
- Creations of mergers, acquisitions and divestitures of health care systems, obligated bond groups, and other affiliated entities
As the health care industry becomes more vertically and horizontally integrated, Ropes & Gray lawyers work with health care organizations to manage change. We advise clients about evolving regulatory issues and help academic medical centers, tertiary care hospitals and medical schools collaborate with physicians and faculty members to maximize efficiency and delivery of care.
We can help clients with:
- Incorporation of physician professional services into their delivery systems for the purpose of joint managed care contracting
- Bridging the academic and clinical expectations inherent in faculty practice plan arrangements
- Acquisitions of hospital, physician practice, and other providers
Mergers & Acquisitions
Affiliations & System Consolidations
Separations & Unwinds / “Disaffiliations”
Joint Ventures & Partnerships
Private Equity Investments
- Illinois: Beginning January 1, 2024, Illinois will require health care facilities and provider organizations to provide 30-day pre-closing notice to the state Attorney General’s Office of any merger, acquisition or contracting affiliation. Illinois’ review process applies to all applicable in-state entities, and out-of-state entities with sufficient patient revenue in Illinois. While transaction “approval” is not explicitly required, the Attorney General has discretion to open an investigation and challenge conduct the Attorney General deems anti-competitive.
- Minnesota: Beginning May 27, 2023, health care entities formed or licensed in the state of Minnesota with average annual revenue of $80 million or more must provide 60-day pre-closing notice to the state Attorney General’s Office and Commissioner of Health for covered transactions, which includes mergers, transfers of ownership and the creation of new health care entities. See HF 402. The Attorney General has authority to commence an action blocking or unwinding the transaction if determined necessary to protect the public interest. Additionally, beginning January 1, 2024, health care entities with average annual revenue between $10 million and $80 million must submit notice to the Commissioner of Health of covered transactions 30 days pre-closing (or within 10 business days of the date the parties reasonably anticipated entering into the transaction). The Commissioner of Health will use this data to analyze the impact of transactions in Minnesota on cost, quality, and access to health care.
- Rhode Island: Under the Hospital Conversions Act, transfers of at least 20% of ownership or control of a hospital in Rhode Island require approval by both the Department of Health (“DOH”) and the Attorney General (“AG”). The law captures both for-profit and not-for-profit hospitals, though the review process varies slightly depending on entity type. DOH and the AG have 180 days from the date of acceptance of the application to either approve, approve with conditions, or disapprove the application, though not-for-profit hospitals may be eligible for an expedited review.
- California: Proposed legislation in California would require 90-day pre-closing notice and approval from the Attorney General for medical groups, hospitals, hospital systems, health facilities, health care service plans, health insurers, and pharmacy benefit managers entering into certain transactions that would result in a material change with a value of at least $15,000,000. The Attorney General would have 90 days to either consent to, give conditional consent to, or not consent to the transaction. See AB 1091. This review process would be in addition to the existing process overseen by the Office of Health Care Affordability.
- Pennsylvania: Proposed legislation in Pennsylvania would require provider organizations and for-profit entities who own or operate hospitals, hospice agencies, or nursing homes to notify the state Attorney General’s Office 90 days before entering into certain transactions or agreements that result in a material change. See Senate Bill 584. The Attorney General may utilize the full 90 days (with an option to extend an additional 30 days) to determine whether the proposed transaction is against the public interest. If passed, the legislation would take effect 60 days after enactment.
- Washington: Proposed legislation to expand the scope of Washington’s existing review process failed in 2023. See Senate Bill 5241.
- North Carolina: Proposed legislation requiring hospital entities and their affiliates to provide pre-closing notice to the state Attorney General’s Office of certain transactions failed in 2023. See Senate Bill 16.
- Maine: Proposed legislation requiring health care entities to submit pre-closing notice of certain health transactions and obtain approval from the state Attorney General’s Office failed in 2023. See H.B. 894.
- Florida: Proposed legislation requiring health care entities to submit pre-closing notice to the state Attorney General’s Office of certain transactions failed in 2020. See H.B. 711.