Robert K. Rupp

Experience

Acquisitions

• Has represented large and small physician medical groups in their acquisitions by hospitals and hospital systems. Has been instrumental in structuring these transactions to enhance value for clients and to assist in the navigation of restrictions imposed by federal and state healthcare laws. Has also assisted physician groups with creative tax planning to help reduce taxes, including structuring to avoid double taxation, by reducing taxes through legitimate tax deductions and, in some cases, structuring the sale of “goodwill” outside of the entity. Has handled regulatory and licensing issues involved in these acquisitions and has assisted physicians in negotiating their continued roles with the hospital systems. 
• Has been involved with the acquisition and sale of health plans, including insurance companies, health maintenance organizations (also known as health insuring corporations) and third-party administrators. Has also been involved in the sale or acquisition of property and casualty insurance companies. All of these transactions have significant regulatory requirements, including filings with the Department of Insurance in the applicable states and, in many states, with the attorneys general. Has worked with both for-profit plans and not-for-profit plans, and has assisted in structuring sales of shares, membership substitutions, affiliations of mutual insurance companies and books of business. In connection with these acquisitions, has helped structure reinsurance pooling arrangements, quota share and assumption reinsurance arrangements, adjustments based on reserves of working capital or values of investment portfolios, earn-out arrangements, and management arrangements.
• Has represented clients in connection with their acquisitions or dispositions of retail stores, including the acquisition of a 60-store chain selling custom men’s clothing, a chain of pharmacies, restaurants, a chain of beauty salons and a chain of decorative and novelty gift stores. Transactions involved transfers of inventory (including compliance with bulk transfer laws), leases and leasehold improvements, franchises and licenses, trademarks and trade names, receivables, customer and supplier lists, advertising and promotional materials, software and other intellectual property, and the assumption of various liabilities, including in connection with gift certificates, pro-rated rent and other expenses, and employees and benefits. Transactions also involved the structuring of appropriate noncompetition agreements.
• Has assisted hospital clients in connection with acquisitions of other hospitals, affiliations with other hospitals, joint ventures with physician groups, acquisitions of physician groups, professional services agreements and establishment of provider-based operations. One of the acquired hospitals was a county-owned hospital requiring a public bid and other unique aspects of the transaction. 
• Has represented service companies in connection with acquisitions, including pharmacy benefit managers, independent healthcare billing companies, engineering companies, architectural firms, insurance agencies and veterinary practices.
• Has been involved in acquisitions of manufacturing and production operations and facilities, including companies with manufacturing plants both in the United States and overseas. Acquisitions have involved negotiation of letters of intent and acquisition agreements, leasing issues, employee issues, Worker Adjustment and Retraining Notification Act issues, tax structuring issues, issues related to the valuation and transfer of raw materials, work in process and finished goods inventory, license agreements for intellectual property, transition services agreements, Hart Scott Rodino antitrust filings, Form 8-K public company disclosure filings, transfers of contracts of major customers, transfers of permits, close corporation agreements, noncompetition agreements, put and call agreements, Uniform Commercial Code financing statement and other lien terminations, amendments to 401(K) plans and other employee benefits plans, seller financing documents, and other issues. Worked on two manufacturing acquisitions in which the tax basis of the assets to be transferred exceeded their fair market value and the transactions were structured to transfer the built-in loss to the buying entity. 
• Has worked on acquisitions and dispositions of oil and gas properties. Has been involved in the acquisition or disposition of several public utilities that distribute natural gas in local communities, including transfers of natural gas transmission stations, pipeline systems, right-of-way agreements or easements, machinery and equipment, certificates of public convenience, contracts and agreements relating to the operation of the distribution system, and inventories of natural gas. Has also worked on the transfer of oil and gas wells and oil and gas pipelines.

Closely Held Corporations and LLCs

• Has represented clients in connection with complex shareholder and insider buyouts. Has been involved with management buyouts of divisions from public companies and, in several cases, has been involved in litigation among shareholders in closely held corporations or limited liability companies (LLCs). Helped resolve the matters through negotiated buyouts of one or more shareholders or members. 
• Has been involved in negotiating rights and obligations on behalf of both majority owners and minority owners in structuring closely held corporate and LLC documents. Also assists clients with business succession planning.
• Has worked with a number of clients in restructuring their organizations, which has included the combination of affiliated businesses on a tax-free basis. Has been involved with tax-free incorporations, conversions of corporate entities to LLCs and tax-free reincorporations of entities in different states.
• Has represented clients in connection with the establishment of joint venture arrangements, primarily through LLC or partnership structures, including joint ventures for investments, hotel development, oil and gas ventures, real estate development, construction, and ambulatory surgery centers and other physician joint ventures, joint operations and arrangements. 

Securities and Financing

• Has worked with and advised public companies on securities matters. Has been involved with initial public offerings for several companies, as either company counsel or underwriter’s counsel. Offerings have included traditional S-1 offerings, as well as Rule 504 mini public offerings and Regulation A offerings. Has assisted these and other clients with their annual reporting, proxy statements, Regulation FD reporting and Section 16 reporting. Has also assisted clients in establishing anti-takeover protections. Has been involved in public shell company acquisitions and dispositions and ongoing private transactions. Has also served as legal counsel to independent board committees of public companies. 
• Has been involved in numerous private placements of securities, which have included real estate syndications to finance apartment buildings and other real estate ventures; private offerings to finance healthcare entities, including assisted living facilities, health maintenance organizations, ambulatory surgery centers and medical office buildings; offerings to provide financing to a property and casualty insurance company and to finance the establishment of offshore reinsurance companies; offerings to finance retail store operations; private offerings for a sports facility; an offering to finance the acquisition of an engineering company; and numerous employee-related offerings.
• Has assisted clients with various debt financings, including traditional bank loan financings, loans from private lenders, tax-exempt bond financings and taxable bond-type financings.

Tax Exemption

• Has worked with healthcare clients on structuring arrangements between hospitals and physicians, including advice on IRS limits on board representation; requirements regarding physician compensation; assistance with physician joint ventures; assistance in structuring exclusive service agreements with respect to hospital departments, such as Pathology, Anesthesiology, Radiology and Emergency; advice on the establishment of provider-based operations; assistance with medical staff bylaws, physician credentialing, internal investigations and reporting to the National Practitioner’s Data Bank; and assistance with complying with IRS rules regarding physician recruitment and incentives.
• Has provided advice and assistance in complying with the Uniform Prudent Management Investment Funds Act, which sets forth the legal requirements for the investment and management of endowment funds.
• Has been involved in reorganizations of charitable entities to separate different lines of business into separate operating entities or to establish supporting foundations.
• Has assisted colleges and universities in establishing Joint Use Agreements for the use of public capital appropriations for improvements on private property to be made available to public university students, compliance with accreditation requirements, establishment of affiliated educational arrangements with other educational institutions, establishment of clinical arrangements for students, establishments of scholarships and grant programs, negotiation of public-private co-location of campuses, and compliance with other legal requirements.
• Has represented nonprofit entities in connection with acquisitions and dispositions of other nonprofit entities, including asset acquisitions, mergers and member substitutions, structuring, legal due diligence, filings and approval of the attorney general and other regulatory authorities, and preparation of closing documents.
• Has been involved with the structuring of joint ventures and other relationships between tax-exempt and for-profit entities.
• Advises nonprofit clients on administration of conflict of interest, confidentiality and grant-making, including structuring grants and preparing grant agreements for contributions to charities in connection with the preparation and adoption of policies and procedures and assistance in other corporate matters.

Community

• The Central Ohio Lions Eye Bank
  • Board of Trustees 
  • Chairman of the Board 
• Ohio Physician's Health Program
  • Board of Trustees (former)
  • Chairman of the Board (9 years)
• Columbus Speech & Hearing Center
  • Board of Trustees
  • Chairman of the Board (2020)