Case Studies

Providing General Counsel Services to a Health System That Lacks In-House Counsel

A company’s in-house legal department faces numerous challenges, including often being overtaxed or stretched to capacity on numerous projects or obstacles, facing complex regulatory requirements and environments that may be beyond their level of experience/expertise, and having to adapt to new terrain while still fulfilling its daily responsibilities. Epstein Becker Green’s team of attorneys—utilizing real-world experience serving as General Counsel, or in senior legal and operational positions, at Fortune 500 companies, health care systems, health insurers, pharmaceutical companies, and global financial companies, among others—provides outside general counsel services to supplement the capacity of an in-house legal department and serves as General Counsel to businesses without in-house counsel capabilities. Often, health care providers find it more efficient to engage outside counsel for all of its legal services.

For example, Member of the Firm Arthur J. Fried, who, before joining Epstein Becker Green, served as General Counsel and Senior Vice President at a teaching hospital and as General Counsel at several government agencies, essentially plays the General Counsel role for a health system that serves hundreds of thousands of residents in a highly diverse community in New York City (“Health System”) that lacks in-house counsel. The Health System’s two campuses are Joint Commission accredited, with residency programs and outpatient practices holding the highest level of certification for a Patient-Centered Medical Home offered by the National Center for Quality Assurance. The Health System also contains a nursing home, a Federally Qualified Health Center, and numerous outpatient clinics. The clinics handle more than one million visits annually, and the Health System operates an Emergency Department that manages nearly 140,000 visits each year. Mr. Fried interacts regularly with, and receives an extensive array of matters from, the members of the Health System’s senior administrative and clinical leadership teams; these matters are assigned to experienced attorneys at the firm, as appropriate. Mr. Fried manages all of the legal work, acts as an advisor/member of various Health System committees, and makes reports to the Board, as appropriate.

Assisting in the Creation of a New Health Care Delivery and Payment Model

The New York State Department of Health, the New York State Office of Mental Health, and the New York State Office of Alcoholism and Substance Abuse Services have collaborated to support networks of behavioral health care providers in the move to “value-based payment arrangements,” which are a financial incentive framework that rewards health care providers for improved quality, outcomes, and reduced costs. Epstein Becker Green has been providing advice to clients in the health care industry, including in behavioral health, as they experiment with these new health care delivery and payment models.

For example, a nascent network of a dozen behavioral and medical health care providers (also known as a “Behavioral Health Care Collaborative” or “BHCC”) in New York that received a BHCC grant from the above state agencies turned to Epstein Becker Green attorneys in achieving its objectives. Member of the Firm Arthur J. Fried advises the BHCC in legally compliant ways to organize a shared infrastructure and integrated care delivery model in order to improve health outcomes, manage costs, and participate in cutting-edge value-based payment arrangements.

Our attorneys provide strategic advice and oversee all legal services necessary to establish and operationalize the new organization, including establishing its governance and committee structure, membership rights and responsibilities, policies and procedures, compliance activities, funds flow, IT and data management, privacy and security, managed care agreements, and payment methodologies.

Providing the infrastructure for and guidance to the BHCC to succeed as the health care industry experiments with new health care delivery and payment models depended on the Epstein Becker Green team’s skill in navigating uncharted waters. We are pleased to be playing a role in helping our client forge the system of the future—one that integrates care to provide better outcomes for a wider range of constituents at a lower cost.

The Epstein Becker Green team is led by Arthur J. Fried and includes Joseph E. Lynch, Patricia M. Wagner, Alaap B. Shah, Alison M. Wolf, Kevin J. Malone, Elena M. Quattrone, and Gregory R. Mitchell.

Formulating Financing Schemes to Achieve Innovative Improvements in Community Health

Historically, the health care financing system has ignored the impact of what are currently called “social determinants of health” on health outcomes and health care costs in the United States. Now, forward-looking states, such as New York, are urging health care payors, particularly those serving low-income populations, to incorporate community-based social services organizations into their networks. Epstein Becker Green has experience providing comprehensive strategic and legal advice regarding how a collective of organizations traditionally outside the health care system can avail itself of health care (insurance) and other available funds in a legally compliant and effective manner.

For example, our firm is currently representing a diverse group of community-based organizations (“CBOs”) in New York State coalescing to address the social determinants of health care through capacity building and collective action. Using a novel “pathways hub” model, Epstein Becker Green’s client is raising funds and organizing CBOs to design and implement a model for improving community health by identifying the need for, and targeting delivery of, social services that have proven to have a significant impact on health outcomes and can result in dramatic reductions in health care costs.

The Epstein Becker Green team is providing strategic advice and the legal services necessary to establish and operationalize the CBOs’ new collective organizational structure. Specifically, we provide advice and services relating to the CBOs’ corporate, governance, and committee structure, membership rights and responsibilities, policies and procedures, compliance activities, funds flow, IT and data management, privacy and security, managed care agreements, and payment methodologies. Successful navigation of the complex health care regulatory environment is, of course, essential to the client’s ability to achieve its mission.

Epstein Becker Green is also working with the designers of the “pathways hub” model on how the initiative should be organized in other states around the United States. Epstein Becker Green and its clients are trailblazing here—adapting health care organizational structures and devising novel financing schemes to hopefully achieve groundbreaking improvements in community health.

The Epstein Becker Green team is led by Arthur J. Fried and includes Alison M. Wolf and Jonathan Salm.

Successfully Closing $46.5 Million Sale of Genetics Laboratory Client

On August 7, 2015, Epstein Becker Green attorneys, acting as deal counsel to the principals of Reprogenetics, LLC, successfully closed the sale of Reprogenetics’ equity to CooperSurgical, Inc., for approximately $46.5 million. Reprogenetics, headquartered in Livingston, New Jersey, is the largest genetics laboratory specializing in preimplantation genetic screening (PGS) and preimplantation genetic diagnosis (PGD) used during the in-vitro fertilization (IVF) process. CooperSurgical is one of two business units of The Cooper Companies, Inc., a global medical device company publicly traded on the NYSE Euronext (NYSE:COO). This transaction will enable CooperSurgical to strengthen its IVF business.

The Epstein Becker Green team included Purvi B. Maniar, Stephanie G. Lerman, Arthur J. Fried, Steven A. Ruskin, and Benjamin M. Zegarelli.