Practice Strengths

Baker Hostetler provides healthcare organizations comprehensive legal counsel. Our industry-focused team draws on the firmwide capabilities of colleagues in business, employment and labor, litigation, tax and intellectual property, among other areas. Team members have been senior managers with health maintenance organizations, third-party providers, hospitals and health centers, and research centers, so we have a practical understanding of important issues from credentialing to reimbursement to regulatory compliance.

We understand the unique needs of the industry, and our comprehensive counsel helps hospitals, physician groups and suppliers of healthcare-related goods and services manage their strategic and operational issues successfully in today’s complex and rapidly changing industry environment.

Leadership in Action

Health Systems: Navigating Through a Complex Management Transaction

Client: A leading health system in Ohio

Type of Matter: Multi-step transaction

Our Client's Challenge: To overcome potential negative reaction to the proposed transaction by presenting decision-makers with logical arguments and facts that supported the client's goal.

The Goal: To manage, and eventually become the sole member of,  a long-term acute-care and rehabilitation hospital in Ohio.

Our Strategy: Our client, which has been operating the hospital under an interim management agreement, secured local approval after a series of public meetings and hearings before commissioners. The team anticipated potential negative reaction from segments of the community and addressed issues with logical, fact-based arguments that convinced commissioners and many objectors that the management transition would be beneficial to all involved.

Results: While still in process, the transaction is expected to be completed without further objections. It was the subject of a story in respected trade journal Modern Healthcare due to the potential national interest.

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Hospitals
We counsel for-profit and not-for-profit hospitals, health systems and academic medical centers across the country on the full range of their operational concerns. Our areas of emphasis include:

• Restructuring transactions, including acquisitions, sales, affiliations, joint operating arrangements, joint ventures and mergers, including those that involve combinations of for-profit and not-for-profit operations.
• Serving as bond counsel, underwriter's counsel, borrower counsel, letter of credit bank counsel and trustee counsel in billions of dollars of healthcare financing. We have particular emphasis on debt transactions that encompass traditional fixed rate, variable rate, hedged, enhanced, insured, rated and not rated issues for hospitals and long-term care facilities as borrowers.
• Developing comprehensive privacy and security programs to comply with the HIPAA (Health Insurance Portability and Accountability Act) privacy regulations, the Health Information Technology for Economic and Clinical Health (HITECH) Act and state privacy laws.
• Assisting in the development of Affordable Care Act initiatives, including medical homes and accountable care organizations.
• Dealing with issues that arise in the relationship between healthcare providers and managed care organizations, including negotiation of fees, claims adjudication, termination, contract reviews and breach of contract actions.
• Representing hospitals, their physicians and medical staff in medical malpractice, wrongful death and premises liability matters, including both successful defense in courts throughout the U.S., and limiting malpractice exposure through effective risk management and peer review programs.
• Counseling on a full range of general and specialized labor and employment issues: background investigations, discrimination cases, wage and hour issues, OSHA and safety compliance issues, union organization and bargaining issues, benefit and pension matters, medical staff review board and peer review proceedings, and physician contracting issues.

Representative Hospital Experience

• Successfully defended a hospital system in an action brought by a competitor that sought a share of a local grant subsidizing indigent care. Our client, one of the funding recipients, prevailed and was praised by the court for its success in providing indigent care.
• Represented a major healthcare institution in a series of transactions to finance an expansion program which included the issuance of tax-exempt notes, bonds and refunding bonds aggregating more than $500 million.

Physician Groups
Our Healthcare Team works with physician groups to structure not-for-profit and for-profit joint ventures and other relationships between and among physicians, physician groups, hospitals, special healthcare service providers and others in the industry. We help form ambulatory surgery centers, general and specialty physician organizations, and MRI diagnostic and imaging centers. Our lawyers are completely familiar with the wide variety of contractual relationships in today's complex health delivery system, including agreements with hospital-based physicians in the areas of pathology, anesthesia and emergency medicine.

We regularly represent physicians, dentists, nurses and other healthcare providers before state regulatory and licensing agencies. As part of our activities in this area we negotiate consent decrees and settlement releases, conduct confidential investigations to determine liability and appropriate defenses, submit applications to practice in multiple state jurisdictions, and ensure compliance with regulatory obligations and state laws. Specific experience includes:

• Help organize and structure healthcare entities and joint ventures, including surgery centers, imaging centers, cardiac catheterization centers and renal dialysis facilities.
• Structure a wide variety of physician group alternatives, including management service organizations, accountable care organizations, physician hospital organizations, integrated provider networks and disease management centers of excellence.
• Represent physicians, physician groups and dentists in complex medical negligence matters at the trial and appellate court levels and before applicable professional boards.

Regulatory
As the healthcare industry continues to see unprecedented regulation and even criminalization of activity, Baker Hostetler helps clients minimize the legal risks in regulatory compliance activities, including fraud and abuse, Stark, EMTALA and false claims compliance. We work with boards, management compliance committees and officers on the changing needs and requirements of providers and others in the industry. We help clients establish corporate compliance programs tailored to their specific organization and assist corporate compliance officers in implementing compliance programs.

We guide clients through audits by the Office of Inspector General and the Centers for Medicare and Medicaid Services. Some of the areas in which we have counseled healthcare providers include coding and billing issues; Medicare pass-through coding, ICD9-CM coding, hospital revenue and condition coding; state-level regulatory matters, including licensure and certificates of need; and the Medicare outpatient prospective payment system, compliance, and prohibition against unbundling of hospital outpatient services.

In the event of criminal actions we can negotiate plea agreements, reducing charges and dealing with adverse publicity. We strive to minimize fines, penalties and sanctions and are skilled in negotiation of consent decrees, settlement agreements and releases.

Healthcare-Related Suppliers
Our lawyers advise a variety of manufacturers and distributors of medical devices, pharmaceuticals and providers of other products and services to healthcare providers. We represent national and international producers and distributors of pharmaceuticals in connection with product distribution, group purchasing organization agreements, manufacturer representation agreements and product liability matters.

Recognition

• Listed among the top Texas and Ohio healthcare practices in the latest edition of Chambers USA.
• Three Houston partners listed in Chambers USA as being leaders in healthcare law.
• Ranked number one in Houston for Healthcare Law in the latest edition of Best Lawyers in America.
• Six national Healthcare team members listed as being leading practitioners in the latest edition of Best Lawyers in America.