In a world of super specialization, it would be arguably unethical and misguided for a significant healthcare business to engage general corporate counsel. For many years now, healthcare business routinely require the advice of a healthcare business lawyer. In representing a purchaser of a healthcare business, a healthcare business lawyer will know to look out for issues like payer mix, copay and deductible waivers, lack of documented medical necessity and more. A healthcare business lawyer will be able to expertly guide these clients though the up front question of stock purchase versus asset purchase. A healthcare business lawyer will know that an entity purchase (instead of an asset purchase) will be to the preservation of managed care agreements. A healthcare business lawyer will know about the permissible parameters of the transaction to comply with laws like the Anti-Kickback Statute, Stark and the isolated transaction exception. A healthcare business lawyer will know whether “designated health services” are involved in any transaction and how the state and federal self-referral restrictions bear on a proposal…and also how to modify it so the proposed transaction or business arrangement complies with these key laws.
Clients may choose a general corporate lawyer for a proposed contract or transaction, but they would be relying on the ability of that lawyer to know what they don’t know and to ask for help from a healthcare business lawyer. And what if, instead of needing two lawyers (the general corporate lawyer and the healthcare business lawyer) only one was necessary? While there are instances where healthcare business lawyer will need the help of others lawyers, for instance to structure an unusually complicated transaction with tax consequences which perhaps contains securities law risks, the best place to start with any healthcare related transaction or contract is with a healthcare business lawyer.