Hospitals and Health Care Systems

Overview

Driven by an understanding of the regulatory environment and operational issues challenging today’s acute care facilities, Dykema provides counsel to hospitals and health care systems on a wide range of issues.

Transactions, Finance and Tax

Dykema’s Healthcare Group represents our hospital and health care system clients in the full spectrum of transactional matters, including joint ventures, initial entity formation, mergers and acquisitions, and the conversion of nonprofit providers to for-profit. Our lawyers have an exceptional depth of knowledge of the special considerations that affect hospital and health care system business arrangements and help clients develop innovative strategic alliances, partnering arrangements and research development collaborations. We have represented hospitals in acquiring physician practices of all sizes and specialties and in the purchase and sale of interests in surgery and diagnostic centers and other ambulatory providers. We also help our hospital and health care system clients meet their financing needs, whether through conventional means or tax-exempt bond financing, including compliance with “private use” and “change in use” restrictions.

Dykema’s tax lawyers are well-versed in the complexities of federal, state and local tax law and provide high level representation on the full range of tax issues to our hospital and health care system clients. Where applicable, we help our clients obtain and retain their tax-exempt status, craft strategic solutions that defer or reduce tax liabilities, and represent clients in adversarial tax proceedings including property tax appeals.

Health Care Regulatory and Payment Compliance

Hospitals and health care systems need a legal partner they can trust to ensure their operations comport with the ever changing complex federal and state laws governing health care. To that end, Dykema’s health care lawyers help clients to:

  • Navigate the complex Medicare/Medicaid payment restrictions, such as provider-based criteria, anti-markup on diagnostic tests, and “under arrangements” services
  • Structure desired financial relationships with referring physicians to comply with the Stark and anti-kickback laws and restrictions imposed by tax-exemption
  • Comply with licensing and Medicare certification requirements, including “changes of ownership” and 855 revalidation
  • Obtain certificates of need (CON) and comply with their requirements
  • Avoid fraud and abuse problems, respond to audit investigations, civil investigative demands, and aid in making self-disclosures
  • Respond to health care reform, e.g. ACO formation and contracting, and bundled payments
  • Comply with accreditation requirements and mount appeals (Joint Commission, AOA, DNV, AAAHC)
  • Deal with the legal issues raised by electronic health records and HIPAA/HITECH

Employment and Medical Staff Matters

We provide complete employment and employee benefits counsel to our hospital and health care system clients, from advising on generally applicable employment and labor laws and executive compensation to negotiating and drafting professional services agreements, preparing medical staff bylaws, and developing creative physician hospital affiliation structures that comply with all applicable health care laws and regulations. We also help clients with their credentialing and peer review needs and represent hospitals and medical staffs in contested medical staff hearings and appeals.

Government Policy

Our government policy lawyers and regulatory advisors offer guidance on state and national legislative matters that impact the health care industry, including legislative solutions to client problems. Our work for hospitals includes government contracts, grants and research agreements, export control and technology transfers, and campaign finance compliance.

Litigation

We represent hospitals and health care systems in all their litigation needs from general commercial matters to employment suits (e.g., discrimination and non-compete disputes), and from class actions to defense of fraud and abuse accusations.

We also represent physicians, hospitals and other health care entities in professional liability matters. From inception through appeal, we are a “go to firm” for hospitals and health care systems.

Real Estate Financing, Project Development and Expansion

Our health care lawyers team with Dykema’s nationally-recognized real estate practice attorneys (Chambers USA and Midwest Real Estate News) to help our hospital and health care system clients with their facility projects, providing both legal and strategic guidance to ensure that each phase of a development project is timely completed in a cost-effective manner. Clients wishing to expand and grow their facilities benefit from solutions that address their zoning, environmental, building construction and leasing and/or equipment purchase and leasing needs. The wide-ranging experience provided by Dykema’s professionals in the real estate, environmental, health care and tax groups allows our clients to rely on Dykema as their sole source of legal services for their important projects.

Intellectual Property and Licensing

Our comprehensive services protect our clients’ proprietary medical devices, products and names. We prepare and prosecute U.S. and foreign patent applications, copyrights and trademarks; negotiate and prepare confidentiality and proprietary rights agreements; counsel on distribution, manufacturing and sales agreements; and guide clients with respect to licensing, collaboration and technology transfer agreements.

Technology Acquisition and Outsourced Services Transactions

We represent hospitals and health care systems in structuring and negotiating transactions involving the acquisition of technology-based products and outsourced services. Our team provides exceptional leadership and guidance in transactions that include everything from information technology outsourcing (ITO) and business process outsourcing (BPO), to software licensing and development agreements, to cloud computing services agreements. Since large technology and outsourcing transactions can be a relatively rare event for the customer, our industry knowledge and transaction experience provide significant value and can "level the playing field" with experienced vendor business negotiators and legal counsel.

For outsourcing transactions, we assist with strategy and preparation, the RFQ/RFP process, vendor evaluation and selection, contract negotiations, and management and dispute resolution after execution. Our attorneys have experience with some of the largest “bet-the-company” transactions, as well as more tactical BPO transactions.

Experience Matters

We have represented:

  • A major Southeast Michigan hospital in a five-year business process outsourcing transaction for revenue cycle management
  • A major upper Midwest hospital in the sale of its cancer operations to a national cancer institute
  • Three multi-hospital health systems to create uniform medical staff bylaws for use in all of systems’ hospitals
  • Hospital and medical staff leaders in litigation arising from limitation of ICU patient management privileges to board-certified intensivists and in various challenges to medical staff disciplinary and peer review actions
  • Health systems and physicians in creating “accountable care organizations,” including a “Pioneer ACO,” and related securities compliance, fraud/abuse and antitrust analysis, and drafting all corporate and participation documents
  • A national health care system in connection with hospital, practitioner group, and pharmacy Medicare enrollment applications for the health system's $1.5 billion acquisition of a major medical center
  • A number of hospitals in connection with conversion from county/municipal ownership to nonprofit private status