News & Analysis as of

Healthcare Merger Agreements

Jenner & Block

The Importance of Drafting Precise Earnout Provisions in M&A Transactions

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In spring 2019, Pacira Biosciences, Inc. (Pacira) acquired MyoScience, Inc. (MyoScience). At the time of the merger, MyoScience only had one product, called “iovera,” which is a handheld device used primarily for pain relief....more

Jones Day

State Attorneys General Increasing Oversight and Focus on Private Equity in Health Care Industry

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State attorneys general ("AGs") have long had unique police powers over a variety of health care providers in their states. Recently, AGs in several states have used this authority to scrutinize consolidation and corporate...more

Quarles & Brady LLP

PE in Healthcare – Recent Governmental Commentary Could Indicate Policy Changes on the Horizon and Time for Increased Vigilance

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Recent reports published by the Senate Budget Committee (the “Committee”) and the U.S. Department of Health and Human Services (“HHS”) highlight what the authors characterize as concerns related to private equity (“PE”)...more

Jones Day

China Unveils New Anti-Monopoly Guidelines for the Pharmaceutical Sector

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China's State Council issued new Anti-Monopoly Guidelines for the Pharmaceutical Sector (the "Guidelines") effective January 24, 2025. The Guidelines provide a comprehensive framework for the State Administration for Market...more

DLA Piper

Global M&A Predictions for 2025

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Our commercial insight and understanding of the market environment place us in a unique position to comment on M&A trends. Here are our predictions for 2025... ...more

Ballard Spahr LLP

Key Takeaways From the 2025 J.P. Morgan Health Care Conference

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Cautious Optimism for Deal Making. The general consensus is that we will likely see an increase in M&A and capital market transactions in the life sciences sector in 2025....more

Troutman Pepper Locke

FTC Takes Another Shot at Private Equity Roll-Ups

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At the end of the Biden administration, the Federal Trade Commission (FTC) announced a settlement with private equity firm Welsh, Carson, Anderson, and Stowe, and several of its affiliates (Welsh Carson), resolving what the...more

DLA Piper

Supporting the Health of your Healthcare Organization

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Private equity sponsors and their healthcare portfolio companies are expected to ride the tailwind of an M&A rebound. Long-term capital gains tax rates will likely remain unchanged, or possibly drop. As a result, sellers may...more

Polsinelli

California Legislators Pass AB 3129 to Require Notice and Consent for Private Equity and Hedge Fund Investments in Health Care

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The California legislature passed AB 3129 late Saturday night, the last day of the legislative session. The final bill included some amendments in the final days of the legislative session that carved out certain types of...more

Epstein Becker & Green

Thoughts: AB 3129 Expands Its Reach

Recently, the California Legislature made a series of major revisions to Assembly Bill 3129 (“AB 3129” or “the Bill”), a highly anticipated piece of legislation expected to have a substantial impact on transactions in...more

Epstein Becker & Green

New State Laws Requiring Notice of Health Care Transactions Will Uniquely Impact Distressed Transactions

Distressed businesses are often compared to melting ice cubes or an aircraft in rapid descent. The goal for a distressed business is to get to a transaction before the ice cube melts or the aircraft and ground meet at an...more

Quarles & Brady LLP

Private Equity Groups and Hedge Funds – Be Aware of Proposed California Legislation Potentially Imposing Further Approval...

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On February 16, 2024, another Bill was introduced in California that could have significant implications on certain health care transactions. As proposed by Assembly Speaker pro Tempore Jim Wood, Assembly Bill 3129 (“AB-3129”...more

Polsinelli

California’s AB 3129 Continues National Trend of Scrutinizing Private Equity Investments in the Health Care Industry

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The California legislature is considering a bill that could severely impact the ability for private equity companies and hedge funds to operate in the California health care industry. AB 3129, introduced by Assembly Member...more

Epstein Becker & Green

Indiana Senate Enrolled Act 9 Requires Written Notice of Health Care Entities’ Mergers or Acquisitions

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On March 13, 2024, Indiana Governor Eric J. Holcomb signed Senate Enrolled Act No. 9 (“SEA 9”) which will amend the Indiana Code with respect to notice of health care entity mergers and acquisitions....more

Epstein Becker & Green

Proposed CA Assembly Bill 3129: Notice & Consent for Private Equity, Hedge Funds Acquiring/Changing Control of Health Care...

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As our December 2023 Insight noted, California’s SB 184 (enacted in June 2022) and accompanying regulations contain pre-transaction notice requirements by “specified health care entities” for certain “material change...more

Quarles & Brady LLP

Indiana Lawmakers Continue to Take Aim at Health Care Organization Mergers

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On February 27, 2024, the Indiana House of Representatives (“House”) voted to pass legislation that would call for increased scrutiny regarding mergers between health care organizations. More specifically, the implementation...more

Polsinelli

California Health Care Transactions: Finalized Regulations Addressing Notice and Review Requirements from the Office of Health...

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On December 18, 2023, California’s Office of Administrative Law (“OAL”) approved the final regulations implementing the health care transaction reporting requirements of the Office of Health Care Affordability (“OHCA”). The...more

Polsinelli

Office of Health Care Affordability Publishes Near-Final Regulations on Health Care Transaction Notice Requirements

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On Tuesday, November 28, 2023, California’s Office of Health Care Affordability (“OHCA”) published its latest version of the proposed regulations requiring advanced notice of certain health care transactions in California for...more

Epstein Becker & Green

Warning - Transaction Delays Expected. State Notice Requirements Ahead for Health Care M&A!

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An increasing number of states are requiring advance notice of health care transactions.  These requirements may delay transactions or result in confidential information becoming accessible to the public. Effective August 1,...more

Polsinelli

Office of Health Care Affordability Appears to Both Limit and Expand Scope of Health Care Transaction Notice Requirements in...

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California’s Office of Health Care Affordability (“OHCA”) published updated draft regulations implementing SB 184’s pre-transaction notice requirements. Although subject to further change, the latest draft regulations would...more

Epstein Becker & Green

How Sellers Should Prepare for Transactional Diligence

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Due diligence is a standard phase of any corporate transaction, whether structured as an asset or stock sale or joint venture, and sellers are often surprised, and even overwhelmed, by the comprehensiveness of the diligence...more

Pullman & Comley - Connecticut Health Law

CT and NY Are Looking Closely at Transactions Involving Group Practices

Group medical practices in Connecticut and New York that are contemplating acquisitions, mergers or other significant transactions with third parties should pay close attention to new legal developments in these states....more

Polsinelli

Are You Ready? Starting August 1st, New York Imposes New Review Process for Material Transactions Involving Health Care Entities

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On May 3, 2023, New York Governor Kathy Hochul signed into law Article 45-A, amending the New York Public Health Law (“Article 45-A”). Under this new Article 45-A, health care entities in New York State are now required to...more

Polsinelli

New California Legislation and Law May Have Serious Impact on Certain Health Care Deals

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A 2022 law and a bill recently introduced in the California Senate impose significant notice and review requirements for mergers and acquisitions in the California health care industry beginning in 2024. Both items endeavor...more

Allen Matkins

California Bill Requires AG Approval Without Regard To Geographic Or Constitutional Limits

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According to Vergil, Jupiter granted imperium sine fine (rule without limit) to the yet to be birthed City of Rome .  Aeneid, Book 1, line 279.  As far as I know, no divinity has made a similar bequest upon the State of...more

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