HEALTH CARE TRANSACTIONS

May 1-3, 2019 | Nashvil le, TN

LEARN. NETWORK. ENGAGE.Premier Education in Health Law

Platinum Sponsor:Supporting Organization:

2 Register Today | www.healthlawyers.org/Programs

Planning CommitteeJay Hardcastle, Program Co-ChairJay A. Martus, Program Co-ChairClevonne M. JacobsCarolyn V. MetnickJames F. Owens

Learning Objectives• The latest developments, strategies, and deal

forecasts

• Legal issues involving contemporary health care business transactions, including emerging care models, M&A trends, financing techniques, deal risk management strategies, post integration lessons, and many more

• Critical business considerations before, during, and after the transaction

Program Sponsors Platinum Level Sponsor

Gold Sponsors

Silver Sponsors

Practice Group Luncheon Sponsor

Women’s Networking Breakfast Sponsor

Mobile App Sponsor

Signage Sponsor

Twitter Feed Sponsor

eProgram Sponsor

Media Partner

ExhibitorsAnkura

Coker Group

HealthCare Apprasiers Inc

HORNE LLP

Huron Consulting Group

JTaylor

KPMG LLP

LBMC

Ntracts Inc

Pinnacle Healthcare Consulting

PYA

Realty Trust Group

SullivanCotter

Veralon Partners

VMG Health

If you are interested in exhibiting or sponsorship opportunities at this program, please contact veshleman@healthlawyers.org.

Registration Fees:Supporting Organizations:

Nashville Health Care Council and the Private Equity Association (Members of these organizations are eligible for the AHLA member registration rate ($250 off the non-member rate) using a promotion code. Promo-tion cannot be used on discounts or one day rate.)

Postmarked and paid on or before April 9, 2019

$810 first Member

$735 each additional Member

$1,060 Non-Member

Postmarked and paid between April 10-23, 2019*

$935 first Member

$860 each additional Member

$1,185 Non-Member

* Fees increase $100 after this date

Members of Nashville Health Care Council are eligible to register at the AHLA Member Rate with a promotion code.

HEALTH CARE TRANSACTIONS

3

Discounts

(Discounts cannot be combined)

$100 off full applicable rate for In-House Counsel and Solo Practitioner

$485 AHLA Academician, Government, Public Interest Professional Member

$560 Government/Academician/Public Interest Professional Non-Member

$405 AHLA One-Day Attendance Member

$530 AHLA One-Day Attendance Non-Member

Practice Group Luncheon

$60 Members of the sponsoring Practice Group(s)

$70 Non-Members of the sponsoring Practice Group(s)

Hotel InformationJW Marriott Nashville Hotel

201 8th Avenue South Nashville, TN (615) 291-8600

Hotel accommodations are not included in the registration fee. AHLA has reserved a block of rooms at the JW Marriott Nashville Hotel at a discounted rate of $279. To make reservations, please call the hotel directly at (615) 291-8600. The group rate cutoff is April 9, 2019 and may sell out prior to this date.

Continuing Education Credit InformationCLE/MCLE: AHLA will be applying for 12.0 credits (including 2.0 ethics credit) for 60-minute states and approximately 14.4 credits (including 2.4 ethics credit) forn 50-minute states.

CPE: AHLA will be applying for 14.0 CPE credits.

AHLA is registered with the National Association of State Boards of Accountancy

(NASBA) as a sponsor of continuing profession-al education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be addressed to the National Regis-try of CPE Sponsors, 150 Fourth Ave. North, Suite 700, Nashville, TN 37219-2417. NASBA’s website is www.nasba.org.

CCB: AHLA will be applying for 14.4 Compliance Certification Board (CCB) credits.

Participants will be given Continuing Education Request forms at the program. Forms must be completed and returned to AHLA staff to receive credit. The sessions, unless otherwise designated, are intermediate to advance in level. This program is designed to be an update on developments in the area of health care transactions issues. There are no prerequisites or advanced preparations required to register for this group live program. Those seeking accounting credits should be familiar with the basic concepts and terminology associated with health law in order to obtain the full educational benefit of this program.

MembershipDues are $235 for those admitted to the Bar/graduated from college within the last four years; $355 for those admitted/graduated between four and seven years ago; and $400 for those admitted/graduated eight or more years ago. Dues are $120 for government employees and full-time academicians; $105 for paralegals, $125 for public interest professionals, and $100 for retired professionals. Include the applicable membership fee with your registration form and take advantage of the program registration fee for members.

Cancellations/ SubstitutionsCancellations must be received in writing by April 19, 2019 and sent to Dorothy Johnson: djohnson@healthlawyers.org. Registration fee, minus the $125 administrative fee, will be refunded approximately 3-4 weeks following the program in the same form of tender as the original payment. Refunds will not be issued for cancel-lations received after the cancellation date, to include no-shows.

Substitutions will be accepted, in writing to AHLA (djohnson@healthlawyers.org), up to 2 business days prior to the event date on a one time basis. Note, that the registration fee is based on AHLA membership status of the individual who actually

attends the program. Non-member substitutes will be charged the fee difference if they are substituting for a member-discounted registration. An administrative fee of $125 will be charged for a substitution request.

Transfer to an upcoming event within one year of equal or higher value is available on a one time basis only, and should be received in writing to AHLA (djohnson@healthlawyers.org) no later than 2 busi-ness days prior to the event. An administrative fee of $125 will be charged for a transfer request.

Special NeedsIf you have needs requiring special assistance or accommodations, including special dietary needs, or have questions about accessibility issues at the program, contact our special needs coordi-nator, Valerie Eshleman at (202) 833-0784 or veshleman@healthlawyers.org.

Spouse/Guest FeeFor an additional $50 spouses and adult guests can register to attend the receptions on Wednesday and Thursday evenings and the breakfasts on Thursday and Friday mornings. Children are welcome to attend these events at no additional charge.

TravelATC Travel Management (ATC) has negotiated discounts with Delta, Hertz, and Alamo to bring you special airfares and car rental rates lower than those available to the public. Discounts apply for travel for AHLA 2019 meetings, discounts available 3 days pre/post meeting start/end dates. Restric-tions and a service fee may apply. ATC will also search for the lowest available fare on any airline.

ATC TRAVEL MANAGEMENT

1-800-458-9383 email: reservations@atcmeetings.com

ATC is available for reservations from 8:30 am until 8:00 pm Eastern, Monday through Friday.

For the most up-to-date information and to register, visit our website at: www.healthlawyers.org/programs

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is all of them.Recent Examples of Supported Transactions

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Wednesday, May 1, 20191:00-5:05 pmRegistration and Information

CONCURRENT SESSIONS

1:30-2:30 pmA. Fundamental: Overview

of the Deal Process–A Roadmap through the Paper Jungle (not repeated)Michael F. Schaff Alexander D. Sharnoff Keith Stroup

• Non-disclosure/confidentiality/evaluation material agreements

• Letter of intent/term sheet

• Choosing the appropriate acquisition model

• Valuation and FMV

• Due diligence

• Typical contract provisions

• Post-closing transaction issues

B. Exploring New Frontiers: Evolving Alignment Options between Health Systems and Rural HospitalsPriya J. Bathija

Justin Chamblee

Thomas M. Donohoe

• Driving forces that are causing rural hospitals to consider affiliations with larger health systems including rising IT (EMR) and supply costs, limited provider/specialist access, commitment to rural markets/population in primary/secondary service areas and management expertise

• Historical affiliation models that have been used and may still be appropriate certain circumstances, including full acquisition, management, lease and joint operating arrangements

• Evolving and less formal models that may be considered to accommodate rural identity and independence, including preferred services arrangements, EPIC hosting, visiting specialists and other need-specific arrangements

• Common legal issues associated with both historical and evolving models

• Best practices and potential pitfalls to consid-er with health system/rural affiliations

C. Private Equity vs. Health System Acquisitions of Physician Practices– Similarities and Differences in a TransactionLisa A. Genecov

Jonathan Helm

Roger W. Logan

• The current trends in private equity and health system acquisitions of physician practices

• Various structural, regulatory, and business challenges and considerations with different types of buyers and sellers

• The primary goals of the parties in the transaction

• Fair market value considerations related to physician compensation models and incentive strategies

• Comparison of the diligence issues and focal points for private equity and health system buyers

• Integration issues such as buy and hold vs. or buy and sell

2:45-3:45 pmD. Fundamental: Antitrust

Considerations in Negoti-ating and Preparing for a Merger or Joint Venture (not repeated)Aimee E. DeFilippo

Melissa Hill

Dionne C. Lomax

Through the use of practical hypotheticals and fact patterns, the panelists–including two experienced antitrust practitioners and a deputy assistant director at the Federal Trade Commission–will share their best practices and explore the myriad of antitrust consid-erations facing parties to a merger or joint venture, including:

• Managing the antitrust risks of due diligence and pre-signing information exchange

• Negotiating key provisions in the deal agreement, such as allocation of antitrust risk, pre-close covenants, and non-compete agreements

• Strategic considerations around approaching the FTC and state attorneys general

• The role of economists and whether/when to retain them

• Integration planning and gun-jumping con-cerns during the post-sign/pre-close period

E. The Legal Ethics Involved in Making a DealDawn R. Crumel

Kim Harvey Looney

• Who is your client

• What responsibilities do you owe your client

• The reality of going up the ladder

• Privilege, confidentiality, and advice of counsel

• What do you do when you find something during the deal that you think should be disclosed and client disagrees?

F. Advanced Due Diligence Considerations in Emerging Health Sector MarketsJesse M. Caplan

Anne M. Murphy

• Key elements of compliance programs for emerging companies in the telehealth, digital health, behavioral health, addiction treatment and home-based care sectors, designed to best position the organization for sale or venture funding

• Key federal and state regulatory require-ments for each of these sectors, including as appropriate Medicare/Medicaid con-straints and opportunities, and licensure requirements

• Emerging government enforcement priorities in these sectors, and how these impact compliance priorities and due diligence considerations

• Recommendations for prospective acquirers and funders for structuring due diligence in these sectors, with practical recommendations

• Specific case studies reflecting compliance challenges and solutions

3:45-4:05 pmNetworking and Coffee Break, sponsored by HealthCare Appraisers, Inc., JTaylor, and KPMG, and Stout Risius Ross LLC

Agenda

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4:05-5:05 pmG. Fundamental: Navigating

Licensure Change of Own-ership Issues in Health Care M&A (not repeated)Shannon L. Drake

Ari J. Markenson

• What material licenses, certifications, etc. may be held by an acquisition target depending on the type of business

• The change of ownership processes for Medicare, Medicaid, State Licensure and other ancillary permits

• Researching CHOW issues and interacting with the relevant regulators

• How CHOW issues can effect the transaction timing and whether or not a contract executory period is necessary

H. Antitrust Hot Topics in Health Care TransactionsAlexis J. Gilman (Moderator)

Sarah Oxenham Allen

Scott Fitzgerald

Sophia A. Vandergrift

• Horizontal merger enforcement, including the latest in FTC v. Sanford/Mid Dakota Clinic

• Vertical merger enforcement, including Cigna/Express Scripts and CVS/Aetna

• State enforcement, including Beth Israel/ Lahey and Washington v. CHI Franciscan

• Antitrust policy and enforcement devel-opments, including the Trump Adminis-tration’s Reforming America’s Healthcare System Through Choice and Competition report and other agency enforcement policy developments

I. Inside Out and Upside Down: Preparing for Deep Dive Due Diligence in Health Care TransactionsGary W. Herschman

Robert J. Senska

Melanie Sponholz

• The goals and objectives of the due diligence process from the buyer’s perspective

• Practical tips for sellers to prepare for buyer due diligence, well in advance of commenc-ing a sale process

• Involvement of senior management in diligence process

• The role of compliance officers and legal counsel

• Engaging outside consultants to assist in due diligence

5:05-6:05 pmNetworking and Diversity+In-clusion Reception, hosted by AHLA’s Diversity+Inclusion Council, sponsored by PYA

Join us and your colleagues and learn more about AHLA’s diversity and inclusion initiatives and network with AHLA leaders and your fellow colleagues. This event is in-cluded in the program registration. Attendees, faculty, and registered guests are welcome.

Thursday, May 2, 20197:00 am-5:05 pmRegistration and Information

7:00-7:50 amNetworking Breakfast and Table Topic Discussions, hosted by AHLA’s Women’s Leadership Council, sponsored by Huron Consulting

This event is not included in the program registration. Attendees and faculty welcome; limited attendance; pre-registration required.

7:00-8:00 amContinental Breakfast, sponsored by HORNE LLP and Veralon Partners

This event is included in the program regis-tration fee. Attendees, faculty, and registered spouses and guests welcome.

GENERAL SESSION

8:00-8:15 amWelcome and Introduction

Marilyn Lamar, AHLA President

Jay Hardcastle, Program Co-Chair

Jay A. Martus, Program Co-Chair

8:15-9:15 amDisruption and Innovation

Jay Hardcastle (Moderator)

Andrew Hayek

Ryan Schuler

Joseph A. Sowell

• Significant development causing extraordi-nary disruption in the health care industry

• Innovations coming out of those develop-ments

• How participants in the health care industry can take advantage of disruption by re-sponding with innovation

• How a relentless focus on cost and quality is driving change at a new level

• How the system can adapt to collaboration between historically disparate parts of the system: Payers owning providers; pharmacy and payer combinations; significant horizon-tal integration

• How consumerism and transparency are cre-ating threats and opportunities for traditional models

9:15-9:45 AMCoffee Break, sponsored by HealthCare Appraisers, Inc., JTaylor, and KPMG, and Stout Risius Ross LLC

CONCURRENT SESSIONS

9:45-10:45 AMJ. Fundamental: Romancing the

Deal: Negotiating the Term Sheet and Letter of Intent (not repeated)David A. DeSimone

John R. Washlick

• The role and importance of a term sheet and letter of intent

• Drafting fundamentals

• Enforceability of no-shop and best efforts clauses–review of interpretive case law and select state laws

• Measuring damages when seller breaches term sheet/LOI restrictive covenants

Agen

da

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K. Due Diligence in the Era of Value-Based Payments: Not Your Father’s Compliance ReviewAlaina Crislip

Andrea M. Ferrari

Clevonne M. Jacobs

This session will review new things to look for and the new and emerging “hot button” risks in health care transactions in the era of value-based payment. As we enter the next phase of the “Regulatory Sprint to Coordinated Care” and a new wave of focus on the opioid crisis, we have reason to look both back and ahead at what evolving laws, regulations, and market conditions mean for risks and realities of transactions, including for the various options and pathways for achieving the new goals of coordinated, accountable and clinically integrated care. Topics will include:

• Emerging trends in both state and Federal laws and billing rules, and how they are creating new trends and focus areas for compliance review

• The difficult paradoxes of a 2019 compliance review, including:

– Ways in which arrangements that lack financial risk may actually increase regulatory risk

– Circumstances under which stacking of compensation may be less risky than skimping on compensation, or vice versa

– Circumstances under which high produc-tivity and high compensation may actually be “oil and water” and more risk than less

– Ways in which financial incentives to improve care quality and coordination may increase regulatory risk or, conversely, ways in which financial incentives to reduce regulatory risk may increase risks to care quality and coordination

– How the early results of the “Regulatory Sprint to Coordinated Care” may have changed the rules, or not

L. That Ship Has Sailed…or Not? What Can Those Still Exploring Affiliation Learn from the Deals that Have Already Closed?Daniel M. Grauman

William A. Knowlton

The flurry of affiliations that began in haste with the ACA continues. The early returns are starting to come in on how these affiliations

are working out, and whether they fulfill their promise. The number of distressed hospitals in America is growing and many hospitals are currently considering transactions and/or affil-iations. What can those still exploring affiliation learn from the data on deals that have already closed? How can they use the experience of others to inform your important upcoming decision. This presentation will provide:

• Various models that exist across the continu-um, from full acquisition to “less integrated” transactions/affiliations with other hospitals, health systems and provider entitiess

• Partner options available to an organization along with the legal implications of each

• A look beyond mission and vision and discuss some unique market conditions that impact an organization’s real options

• A framework for evaluating the effectiveness of the different affiliation options

• The findings on the value proposition of joining a larger system

• The determinants of success

• Case studies

H. Antitrust Hot Topics in Health Care Transactions (repeat)

11:00 am-12:00 noonM. Subsidies, Stipends and

Support Arrangements: Is It All Just about the Money? (not repeated)

Amy J. Kolczak

Kyle Tormoehlen

• Trends in hospital-based coverage arrangements and financial support models observed in today’s health care market

• Practical guidance on key regulations impacting hospital-based coverage arrange-ments including the critical components of a properly structured agreement

• Valuation principals and approaches in determining Fair Market Value and Commercial Reasonableness for hospital- based physician services

• Lessons learned in hospital-based coverage contracts: quality incentives, specialty hospitalist programs, and the consolidation of physician groups providing hospital-based coverage

N. Antitrust Enforcement of Provider Transactions–Where Are We Now? (Advanced)Ashley M. Fischer

Christine L. White

John P. Wiegand

• What these cases mean for provider affiliations and strategic planning

• How best to approach planning for antitrust review of provider affiliations

• The key issues to understand and address, including identifying relevant markets, efficiencies and remedies

• Best practices to avoid antitrust pitfalls

O. Washington Is Not Dysfunc-tional...Well, Not Entirely: How Anticipated Changes in Wash-ington will Affect Your DealMark L. Hayes

Eric Zimmerman

• Don’t believe what you hear! Despite a strong partisan divide, official Washington will advance important health policy changes in 2019, and those changes could affect your goals, strategies, and deals. This session will help deal lawyers and others contem-plating transactions look over the horizon to identify anticipated federal policy changes and assess how those changes could affect valuations and deal terms.

• The march toward value-based care continues and is being led by surprisingly proactive regulators

• Stark and other regulatory reforms key to the regulatory Sprint to Coordinated Care are on the horizon

• Medicare payment policy changes, including payment for drugs and the movement to payment neutrality will affect outpatient acquisition strategies

• Industry consolidation is on the legislative agenda

• HHS leaders are listening to innovators

Agenda

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P. Assessing and Addressing Risk in Health Care Transactions in the Era of Representation and Warranty InsuranceT.J. Bradley

Manuel A. Giner

Curt R. Hearn

Risk allocation between buyers and sellers has continued to evolve as the market continues to move away from standard indemnification ar-rangements between buyers and sellers towards more aggressive seller protections and the utili-zation of representation and warranty insurance. Among the topics that would be covered are:

• The increasing importance of pre-signing due diligence

• Risk through purchase price negotiations rather than post-closing remedies

• Exclusions from representation and warranty coverage

• The influence of the auction process and private equity buyers and sellers on risk allocation and remedies

• The interplay between buyer diligence reports and the insurance underwriting process, including how to best assure the mainte-nance of attorney/client privilege, (vi) the challenges of evaluating and allocating risks in a heavily regulated industry with complex legal structures

• Establishing special indemnities for identified risks that insurance will not cover, either because they are known risks or otherwise excluded from coverage

12:00 noon-1:15 pmLunch on your own or attend the Business Law and Governance Practice Group Luncheon, sponsored by SullivanCotter

Consumerism’s Impact on Health System Acquisition Strategy

R. Michael Barry Arnall Golden Gregory, Atlanta, GA

Michael Ramey Principal, PYA, Knoxville, TN

More information is available on our website. This event is not included in the program registration fee. Attendance is limited; additional fee; pre-registration required. Continuing Education Credits are not available for the luncheon.

CONCURRENT SESSIONS

1:30-2:30 pmQ. Legal Ethics: Issues in

Advising the Health Care Start-Up (not repeated)Anjali B. Dooley

William W. Horton

This session will explore the unique ethics and professional responsibility issues for lawyers advising health care start-ups and other organizations seeking to innovate within the complex health care regulatory environment, including:

• Fast, cheap, and good: Ethical obligations for the lawyer advising the resource- limited client

• We’d rather ask for forgiveness than permission: Advising the client who needs retroactive compliance

• Highly illogical, Captain: Advising the client when the rules and the business model clash

• We’re willing to take that risk: Professional responsibility when the client doesn’t like the lawyer’s advice

R. Beyond M&A: New Strategies for Growth and Collaboration in Health CareTorrey J. McClary

Robert L. Wax

• Various non-M&A legal structures and key terms

• “Hot button” negotiation points, such as governance/control, exclusivity and risk allocation

• Case study of a recent first-of-its kind transaction in PA involving a joint venture between St. Luke’s University Health Network & Geisinger Health System to own, construct and operate a new hospital. Legal, financial, real estate, and operational issues associat-ed with the transaction will be explored for a “real-world” perspective on these types of partnerships

• Recommendations and lessons learned

S. Physician Practice Recapitalizations–Deal Trends and Regulatory IssuesJohn C. Riddle

Roger D. Strode

• Taxonomy of physician recapitalization transactions and an update of current market conditions

• Common deal structures and documentation

• Pressing deal issues including equity rollovers, tax consequences, use of representations and warranty insurance and restrictive covenants

• Common regulatory issues including how to handle compliance issues and structuring around Stark Law and AKS issues

T. Navigating Commercial Reasonableness/Fair Market Value Issues when Conducting Due DiligenceKimberly A. Mobley

Robert A. Wade

• Types of physician financial arrangements that are being attacked under the Stark Law

• Practical tips when fair market value/com-mercial reasonableness issues are identified in a transaction

• What should providers be doing from a legal/compliance perspective based upon recent settlements to prepare for a transaction?

2:30-2:50 pmNetworking and Coffee Break, sponsored by HealthCare Appraisers, Inc., JTaylor, and KPMG, and Stout Risius Ross LLC

2:50-3:50 pmU. Case Study: Private Equity

Investing in Family-Owned Businesses (not repeated)Cynthia Y. Reisz

Bijan Salehizadeh

John E. Turner

A panel comprised of a private equity fund representative, the CEO of a behavioral health system, and the attorney who represented the system will discuss the issues and chal-lenges of investing in a family-owned be

Agen

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havioral health system. Topics to be covered will include:

• PE interest in the behavioral health industry

• Identifying opportunities

• Gaining the family’s trust

• Structuring the deal

• Valuation challenges

• Key diligence issues

• Ongoing operational and governance matters

V. Cyberproof Your Transaction–Avoid Letting Cyber Issues Derail Your TransactionAlisa L. Chestler

Gerard M. Nussbaum

• Ownership and access to data and IP (including IP developed under any ongoing relationship)

• Handling transfer or retention of medical records and follow on duties and liabilities under HIPAA, state medical records laws, and other statutes/regulations

• Using smart contracts and blockchain-based agreements

• Consideration technology risk, breach aware-ness, ransom ware liability, and the role of block chain

• Privacy and security, controls on use of data, secondary uses of data; including underlying data, aggregated data, and derivative data (e.g., benchmarks)

• Restriction on location of data (e.g., offshor-ing, country-based restrictions)

• Service level agreements in cooperative care relationships (e.g., ACOs, clinically integrated networks, alliance, community health collaborative)

• Aligning contract language with your busi-ness goals and realities on the ground

– Facilitating the transaction

– Managing the ongoing relationship

– Contract terms to define upfront to avoid problems on dissolution

– Harmonizing differing privacy and security requirements of participating entities

W. A Seat At The Closing Table: The Value of Inclusivity in Transactional Leadership and TeamsAlicia Cottrell

Neerja Razdan

Fatema Zanzi

The social and political climate have led organizations to consider their diversity and inclusion strategies. Recently, 170 General Counsels and Corporate Legal Officers signed an open letter to big law firms, in op-position to new partner classes that “remain largely male and largely white.” In the letter, the companies state that they will prioritize their legal spend on those firms that commit to diversity and inclusion. This presentation will discuss the following:

• The value of having diverse and inclusive deal teams with in-house team members and outside business and legal advisors

• Strategies to improve diversity and inclusion within your organization to meet the chang-ing climate and demand for diversity

• When serving as an advisor to parties in a deal, providing guidance to parties on how to conduct due diligence on each parties’ orga-nizational diversity and inclusion strategies, programs and culture

T. Navigating Commercial Reasonableness/Fair Market Value Issues when Conduct-ing Due Diligence (repeat)

4:05-5:05 pmX. The Risks and Limits of

Disclaimers and Fraud Carve Outs (not repeated)Janice Z. Davis

Steven Schaefer

• Purpose and limits of reliance disclaimers

• Inherent conflict between reliance disclaim-ers and historic judicial abhorrence of fraud

• Review of seminal cases

• Types of fraud

• Conflict between waiver and fraud carve out

• Disclaimer versus fraud carve out

• Limits of rep and warranty insurance

• Drafting considerations and practical solutions from both sell and buy side perspectives

Y. Maximizing Physician Engagement to Drive Clinical Integration SuccessAimee Greeter

Antonia A. Peck

• Apply a 12-point assessment tool to differ-entiate between low-engagement physicians and active-engagement physicians and the drivers for their behaviors

• Interpret and use assessment data to customize one of five new approaches to improve physician engagement

• Delineate, track, and improve provider engagement through involvement, decision-making and leadership

• How to involve physicians in quality improve-ment processes to drive successful clinical integration initiatives

I. Inside Out and Upside Down: Preparing for Deep Dive Due Diligence in Health Care Transactions (repeat)

O. Washington Is Not Dysfunc-tional...Well, Not Entirely: How Anticipated Changes in Washington will Affect Your Deal (repeat)

5:05-6:05 pmNetworking Reception, sponsored by PYA

This event is included in the program registration fee. Attendees, speakers, and registered spouses and guests welcome.

Friday, May 3, 20197:00 am-12:45 pmRegistration and Information

7:00-8:00 amContinental Breakfast, sponsored by HORNE LLP and Veralon Partners

This event is included in the program registration fee. Attendees, faculty, and registered spouses and guests welcome.

Agenda

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Prog

ram

Sch

edul

e CONCURRENT SESSIONS

8:00-9:00 amZ. Demystifying the Chapter 11

Process–Using Section 363 as a Strategic Tool (not repeated)Wayne P. Weitz (Moderator)

Marcus A. Helt

Jan Naifeh

• Chapter 11 general overview–“Going Bankrupt” really isn’t a thing

• Who wants what from a filing? Competing objectives of Sellers, Lenders, Trade Creditors, Buyers

• Advantages to selling in a Section 363 sale–who benefits?

• Mechanics of a Section 363 sale

• Using Chapter 11 as a tool, not simply as a result

K. Due Diligence in the Era of Value-Based Payments: Not Your Father’s Compliance Review (repeat)

R. Beyond M&A: New Strategies for Growth and Collaboration in Health Care (repeat)

S. Physician Practice Recapi-talizations–Deal Trends and Regulatory Issues (repeat)

9:15-10:15 amAA. How the New Tax Law

Impacts Structure and Operations of Exempt Organizations (not repeated)

Gerald M. Griffith

Alicia M. Janisch

• Rethinking a move to the taxable solution

• Collapsing the Org Chart

• QBI (Pass-through deduction)–Is there any “there” there for EOs?

• Strategies to minimize 4960 excise tax

• Increased UBIT burden for tax-exempt organizations

• Effective repeal of the individual mandate—what does it mean for hospitals?

B. Exploring New Frontiers: Evolving Alignment Options between Health Systems and Rural Hospitals (repeat)

E. The Legal Ethics Involved in Making a Deal (repeat)

F. Advanced Due Diligence Considerations in Emerging Health Sector Markets (repeat)

10:30 am-11:30 amBB. Fruition through Execution:

Value-Based Compensation (not repeated)

Gregory D. Anderson

Michael J. Regier

• The past decade has seen increased physician practice acquisition activity by health systems, payers, retailers, and private equity investors, along with a steady movement toward in-creased value-based payment (VBP) by public and private payers. As a result, many health systems have experienced varying degrees of success in incorporating quality measure in-centive compensation provisions in physician employment and other service arrangements. Even with legacy value-based compensation models in place, hospitals have no assurances that compensation on quality metric attain-ment will achieve goals of stronger integration and improved VBP reimbursement. Moreover, without consideration of practice economics and VBP earnings streams, reliance on tradi-tional analysis is less effective in documenting fair market value and commercial reasonableness.

• Challenges and opportunities encountered by hospitals and health systems as they eval-uate how to transition from purely productiv-ity-based physician compensation models in the new value-based reimbursement realm

• Key legal and practical constraints affecting value-based compensation models

• Issues in establishing fair market value and commercial reasonableness in value-based compensation arrangements

• The use of data to inform value-based hiring and contracting decisions

• Challenges in executing deliberate and measured incentive model transformations

• Maintaining transparency, trust, and equity

L. That Ship Has Sailed…or Not? What Can Those Still Ex-ploring Affiliation Learn from the Deals that Have Already Closed? (repeat)

N. Antitrust Enforcement of Pro-vider Transactions–Where Are We Now? (Advanced) (repeat)

W. A Seat At The Closing Table: The Value of Inclusivity in Transactional Leadership and Teams (repeat)

11:45 am-12:45 pmC. Private Equity vs. Health

System Acquisitions of Physician Practices– Similarities and Differences in a Transaction (repeat)

P. Assessing and Addressing Risk in Health Care Transactions in the Era of Representation and Warranty Insurance (repeat)

V. Cyberproof Your Transaction— Avoid Letting Cyber Issues Derail Your Transaction (repeat)

Y. Maximizing Physician Engagement to Drive Clinical Integration Success (repeat)

Adjournment

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Program Schedule

Wednesday, May 1, 2019

1:00-5:05 pm

Registration and Information

1:30-2:30 pm

A. Fundamental: Overview of the Deal Process–A Roadmap through the Paper Jungle (not repeated)

SchaffSharnoffStroup

B. Exploring New Frontiers: Evolving Alignment Options between Health Systems and Rural Hospitals

BathijaChambleeDonohoe

C. Private Equity vs. Health System Acquisitions of Physician Practices–Similarities and Differences in a Transaction

GenecovHelmLogan

2:45-3:45 pm

D. Fundamental: Antitrust Considerations in Negotiating and Preparing for a Merger or Joint Venture (not repeated)

DeFilippoHillLomax

E. The Legal Ethics Involved in Making a Deal

CrumelLooney

F. Advanced Due Diligence Considerations in Emerging Health Sector Markets

CaplanMurphy

3:45-4:05 pm

Networking and Coffee Break, sponsored by HealthCare Appraisers, Inc., JTaylor, and KPMG, and Stout Risius Ross LLC

4:05-5:05 pm

G. Fundamental: Navigating Licensure Change of Ownership Issues in Health Care M&A (not repeated)

DrakeMarkenson

H. Antitrust Hot Topics in Health Care Transactions

Gilman (Moderator) AllenFitzgeraldVandergrift

I. Inside Out and Upside Down: Preparing for Deep Dive Due Diligence in Health Care Transactions

HerschmanSenskaSponholz

5:05-6:05 pm

Networking and Diversity+Inclusion Reception, hosted by AHLA’s Diversity+Inclusion Council, sponsored by PYA

(This event is included in the program registration fee. Attendees, speakers, and registered spouses and guests welcome)

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Prog

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e Thursday, May 2, 2019

7:00 am-5:05 pm

Registration and Information

7:00-7:50 am

Networking Breakfast and Table Topic Discussions, hosted by AHLA’s Women’s Leadership Council, sponsored by Huron Consulting

(This event is not included in the program registration. Attendees and faculty welcome; limited attendance; pre-registration required)

7:00-8:00 am

Continental Breakfast, sponsored by HORNE LLP and Veralon Partners(This event is included in the program registration fee. Attendees, faculty, and registered spouses and guests welcome)

8:00-9:15 am GENERAL SESSION

8:00-8:15 amWelcome and Introduction

Lamar, Hardcastle, Martus

8:15-9:15 amDisruption and Innovation

Hardcastle (Moderator), Hayek, Schuler, Sowell

9:15-9:45 AM

Coffee Break, sponsored by HealthCare Appraisers, Inc., JTaylor, and KPMG, and Stout Risius Ross LLC

9:45-10:45 AM

J. Fundamental: Romancing the Deal: Negotiating the Term Sheet and Letter of Intent (not repeated)

DeSimoneWashlick

K. Due Diligence in the Era of Value-Based Payments: Not Your Father’s Compliance Review

Crislip Ferrari Jacobs

L. That Ship Has Sailed…or Not? What Can Those Still Exploring Affiliation Learn from the Deals that Have Already Closed?

GraumanKnowlton

H. Antitrust Hot Topics in Health Care Transactions(repeat)

Gilman (Moderator) AllenFitzgeraldVandergrift

11:00 am-12:00 noon

M. Subsidies, Stipends, and Support Arrangements: Is It All Just about the Money? (not repeated)

KolczakTormoehlen

N. Antitrust Enforcement of Provider Transactions–Where Are We Now?(Advanced)

FischerWhiteWiegand

O. Washington Is Not Dysfunctional...Well, Not Entirely: How Anticipated Changes in Washington will Affect Your Deal

HayesZimmerman

P. Assessing and Addressing Risk in Health Care Transactions in the Era of Representation and Warranty Insurance

BradleyGinerHearn

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Program Schedule

Thursday, May 2, 2019 (continued)

12:00 noon-1:15 pm

Lunch on your own or attend the Business Law and Governance Practice Group Luncheon, sponsored by SullivanCotter

Consumerism’s Impact on Health System Acquisition StrategyBarry, Ramey

(This event is not included in the program registration fee. Attendance is limited; additional fee; pre-registration required. Continuing Education Credits are not available for the luncheon.)

1:30-2:30 pm

Q. Legal Ethics: Issues in Advising the Health Care Start-Up (not repeated)

DooleyHorton

R. Beyond M&A: New Strategies for Growth and Collaboration in Health Care

McClaryWax

S. Physician Practice Recapitalizations–Deal Trends and Regulatory Issues

RiddleStrode

T. Navigating Commercial Reasonableness/Fair Market Value Issues when Conducting Due Diligence

Mobley Wade

2:30-2:50 pm

Networking and Coffee Break, sponsored by HealthCare Appraisers, Inc., JTaylor, and KPMG, and Stout Risius Ross LLC

2:50-3:50 pm

U. Case Study: Private Equity Investing in Family-Owned Businesses (not repeated)

ReiszSalehizadehTurner

V. Cyberproof Your Transaction–Avoid Letting Cyber Issues Derail Your Transaction

ChestlerNussbaum

W. A Seat At The Closing Table: The Value of Inclusivity in Transactional Leadership and Teams

CottrellRazdanZanzi

T. Navigating Commercial Reasonableness/Fair Market Value Issues when Conducting Due Diligence(repeat)

Mobley Wade

4:05-5:05 pm

X. The Risks and Limits of Disclaimers and Fraud Carve Outs (not repeated)

DavisSchaefer

Y. Maximizing Physician Engagement to Drive Clinical Integration Success

GreeterPeck

I. Inside Out and Upside Down: Preparing for Deep Dive Due Diligence in Health Care Transactions(repeat)

HerschmanSenskaSponholz

O. Washington Is Not Dysfunctional...Well, Not Entirely: How Anticipated Changes in Washington will Affect Your Deal(repeat)

HayesZimmerman

5:05-6:05 pm

Networking Reception, sponsored by PYA (This event is included in the program registration fee. Attendees, speakers, and registered spouses and guests welcome)

14 Register Today | www.healthlawyers.org/Programs

Prog

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e Friday, May 3, 2019

7:00 am-12:45 pm

Registration and Information

7:00-8:00 am

Continental Breakfast, sponsored by HORNE LLP and Veralon Partners(This event is included in the program registration fee. Attendees, faculty, and registered spouses and guests welcome)

8:00-9:00 am

Z. Demystifying the Chapter 11 Process–Using Section 363 as a Strategic Tool (not repeated)

Weitz (Moderator)HeltNaifeh

K. Due Diligence in the Era of Value-Based Payments: Not Your Father’s Compliance Review(repeat)

Crislip Ferrari Jacobs

R. Beyond M&A: New Strategies for Growth and Collaboration in Health Care(repeat)

McClaryWax

S. Physician Practice Recapitalizations–Deal Trends and Regulatory Issues(repeat)

RiddleStrode

9:15-10:15 am

AA. How the New Tax Law Impacts Structure and Operations of Exempt Organizations(not repeated)

GriffithJanisch

B. Exploring New Frontiers: Evolving Alignment Options between Health Systems and Rural Hospitals(repeat)

BathijaChambleeDonohoe

E. The Legal Ethics Involved in Making a Deal(repeat)

CrumelLooney

F. Advanced Due Diligence Considerations in Emerging Health Sector Markets(repeat)

CaplanMurphy

10:30 am-11:30 am

BB. Fruition through Execution: Value-Based Compensation (not repeated)

AndersonRegier

L. That Ship Has Sailed…or Not? What Can Those Still Exploring Affiliation Learn from the Deals that Have Already Closed?(repeat)

GraumanKnowlton

N. Antitrust Enforcement of Provider Transactions–Where Are We Now?(Advanced)(repeat)

FischerWhite Wiegand

W. A Seat At The Closing Table: The Value of Inclusivity in Transactional Leadership and Teams(repeat)

CottrellRazdanZanzi

11:45 am-12:45 pm

C. Private Equity vs. Health System Acquisitions of Physician Practices–Similarities and Differences in a Transaction(repeat)

GenecovHelmLogan

P. Assessing and Addressing Risk in Health Care Transactions in the Era of Representation and Warranty Insurance(repeat)

BradleyGinerHearn

V. Cyberproof Your Transaction—Avoid Letting Cyber Issues Derail Your Transaction(repeat)

ChestlerNussbaum

Y. Maximizing Physician Engagement to Drive Clinical Integration Success(repeat)

GreeterPeck

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Planning Committee

Jay Hardcastle, Program Co-Chair Bradley Arant Boult Cummings LLP Nashville, TN

Jay A. Martus, Program Co-Chair CEO MFAL Consulting LLC Washington, DC

Clevonne M. Jacobs Pharos Healthcare Consulting Durham, NC

Carolyn V. Metnick Akerman LLP Chicago, IL

James F. Owens McDermott Will & Emery LLP Los Angeles, CA ________________________________

Sarah Oxenham Allen Senior Assistant Attorney General/Unit Manager Office of the Attorney General of Virginia Richmond, VA

Gregory D. Anderson HORNE LLP Hattiesburg, MS

Priya J. Bathija Vice President, The Value Initiative American Hospital Association Chicago, IL

T.J. Bradley Area Vice President Arthur J. Gallagher & Co. White Plains, NY

Jesse M. Caplan Managing Director, Corporate Oversight Affiliated Monitors Inc Boston, MA

Justin Chamblee Senior Vice President Coker Group Alpharetta, GA

Alisa Lieberman Chestler Baker Donelson Bearman Caldwell & Berkowitz PC Nashville, TN

Alicia Cottrell Associate General Counsel Children’s Hospital of Orange County Orange, CA

Alaina N. Crislip Associate Counsel and Corporate Compliance Thomas Health System South Charleston, WV

Dawn R. Crumel Managing Counsel, Legal Operations and Administration Vanderbilt University Medical Center Nashville, TN

Janice Z. Davis Bracewell LLP Dallas, TX

Aimee E. DeFilippo Jones Day Washington, DC

David A. DeSimone Senior Vice President, Transformation and Chief Legal Officer CentraState Healthcare System Freehold, NJ

Thomas M. Donohoe Vice President, Deputy General Counsel SCL Health Broomfield, CO

Anjali B. Dooley Chief Legal Officer Forefront Telecare Inc Saint Louis, MO

Shannon L. Drake General Counsel Aveanna Healthcare Inc Atlanta, GA

Andrea M. Ferrari Director HealthCare Appraisers Inc Boca Raton, FL

Ashley M. Fischer McDermott Will & Emery LLP Chicago, IL

Scott Fitzgerald Assistant Chief, Healthcare and Consumer Products Section Antitrust Division, Department of Justice Washington, DC

Lisa Atlas Genecov Katten Muchin Rosenman LLP Dallas, TX

Alexis J. Gilman Crowell & Moring LLP Washington, DC

Manuel Andrés Giner Senior Risk Manager and Insurance Underwriter Euclid Transactional, LLC New York, NY

Daniel M. Grauman Managing Director and CEO Veralon Partners Philadelphia, PA

Aimee Greeter Senior Vice President Coker Group Charlotte, NC

Gerald M. Griffith Jones Day Chicago, IL

Andrew Hayek Executive Vice President OptumHealth Chicago, IL

Mark L. Hayes Senior Vice President, Federal Policy and Advocacy Ascension Washington, DC

Curt R. Hearn Jones Walker LLP New Orleans, LA

Jonathan Helm Senior Manager VMG Health Dallas, TX

Marcus A. Helt Foley & Lardner LLP Dallas, TX

Gary W. Herschman Epstein Becker & Green PC Newark, NJ

Melissa Hill Deputy Assistant Directors, Mergers IV Division Federal Trade Commission Washington, DC

William W. Horton Jones Walker LLP Birmingham, AL

Alicia M. Janisch Deloitte Tax LLP Cincinnati, OH

Facu

lty

17Register Today | www.healthlawyers.org/Programs

William A. Knowlton Ropes & Gray LLP Boston, MA

Amy J. Kolczak Senior Associate General Counsel University of Colorado Health Fort Collins, CO

Roger W. Logan System Vice President Mercy Health Mason, OH

Dionne C. Lomax Mintz Levin Cohn Ferris Glovsky & Popeo PC Washington, DC

Kim Harvey Looney Waller Lansden Dortch & Davis LLP Nashville, TN

Ari J. Markenson Winston & Strawn LLP New York, NY

Torrey J. McClary King & Spalding LLP Los Angeles, CA

Kimberly A. Mobley Managing Principal/Physician Compensation Practice Leader SullivanCotter Southfield, MI

Anne M. Murphy Hinckley Allen LLP Boston, MA

Jan Naifeh Senior Managing Director, Corporate Finance and Restructuring FTI Consulting, Inc. Brentwood, TN

Gerard M. Nussbaum Strategic Advisor Zarach Associates LLC Chicago, IL

Antonia A. Peck Nelson Mullins Riley & Scarborough LLP Raleigh, NC

Neerja Razdan Associate Counsel University of Maryland Medical System Baltimore, MD

Michael J. Regier General Counsel and Secretary Vanderbilt University Medical Center Nashville, TN

Cynthia Y. Reisz Bass Berry & Sims PLC Nashville, TN

John C. Riddle Brown Gibbon Lang & Company Chicago, IL

Linda S. Ross General Counsel Trinity Health Livonia, MI

Bijan Salehizadeh Managing Director NaviMed Capital Arlington, VA

Steven Schaefer Assistant General Counsel – Corporate Development Tenet Healthcare Corporation Dallas, TX

Michael F. Schaff Wilentz Goldman & Spitzer PA Woodbridge, NJ

Ryan Schuler Managing Director Ascension Ventures Clayton, MO

Robert J. Senska Harrisburg, PA

Alexander D. Sharnoff AVP–Associate General Counsel AtlantiCare Health System Egg Harbor Township, NJ

Joseph A. Sowell Senior Vice President and Chief Development Officer HCA Inc. Nashville, TN

Melanie Sponholz Chief Compliance Officer WCP Healthcare, Waud Capital Partners Chicago, IL

Roger D. Strode Foley & Lardner LLP Chicago, IL

Keith Stroup AVP, Deputy General Counsel The Children’s Hospital of Philadelphia Philadelphia, PA

Kyle Tormoehlen SullivanCotter Greenwood Village, CO

John E. Turner CEO CenterPointe Behavioral Health System Brentwood, TN

Sophia A. Vandergrift Staff Attorney, Mergers IV Federal Trade Commission Washington, DC

Robert A. Wade Barnes & Thornburg LLP South Bend, IN

John R. Washlick Buchanan Ingersoll & Rooney PC Philadelphia, PA

Robert Lawrence Wax Senior Vice President & General Counsel St. Luke’s University Health Network Bethlehem, PA

Wayne P. Weitz Managing Director and Practice Head H2C Restructuring New York, NY

Christine L. White Vice President—Legal Affairs Northwell Health New Hyde Park, NY

John P. Wiegand Staff Attorney Federal Trade Commission Consumer San Francisco, CA

Fatema Zanzi Manatt, Phelps & Phillips LLP Chicago, IL

Eric Zimmerman McDermott Will & Emery LLP Washington, DC

Faculty

American Health Lawyers Association1620 Eye Street, NW, 6th Floor • Washington, DC 20006-4010(202) 833-1100 • Fax (202)833-1105 • www.healthlawyers.org