Our knowledge and broad bench strength in health care and life sciences has brought private equity firms, lenders, acquiring companies, and other investors to Epstein Becker Green for support in mergers and acquisitions and to assess health care and life sciences targets.
Because these mergers and acquisitions involve issues of compliance with applicable laws, rules, and regulations in addition to the usual pitfalls of corporate deals, regulatory due diligence is critical. Epstein Becker Green attorneys often work directly with potential investors or alongside a client's corporate counsel to evaluate the regulatory profile of a health care or life sciences transaction target. We perform an extensive and comprehensive state and federal health regulatory due diligence review to help clients identify and assess risks and regulatory obligations stemming from a proposed transaction. We also address health regulatory exposures in the transaction agreements and conduct compliance audits.
During the health regulatory due diligence reviews, our attorneys look at such issues as the target's provider relationships; licensing, registrations, and permit qualifications and their transferability; certification; billing and coding; marketing; corporate compliance program; financial relationships with physicians; compliance with Stark Law exceptions, anti-kickback safe harbors, and change of ownership/information requirements; and pre-closing notification requirements, among others.
We communicate the results of our regulatory due diligence review to our clients; our findings help them identify specific conditions to closing, determine the appropriate pricing and deal structure, and plan for post-closing.
Examples of transactions in which we assisted with health regulatory due diligence include:
- Representing a large private equity firm on health regulatory issues in acquiring a medical device subsidiary (disposables and capital equipment) of one of the largest medical product companies in the world
- Conducting initial health regulatory diligence on the potential acquisition of a bandage and lancet manufacturer
- Conducting initial health regulatory diligence to advise on the acquisition of a publicly trade cardiac rhythm management, neuromodulation, and vascular access component manufacturer