Rob Fuller

Rob Fuller has over three decades of transactional experience in New York and California handling finance, mergers and acquisitions, antitrust advisory, regulatory and corporate governance matters for healthcare organizations and corporate entities, including:

Transactional

• Acute Care Hospital Acquisition and Management
  Counseled and documented management company and acquisition of acute care hospitals both in and out of bankruptcy courts, involving workouts and operational turnarounds.
• Ambulatory Surgery Centers
  Documented the financing and/or sale of over 25 ambulatory surgery centers.
• Boards of Directors Advised board of directors on fiduciary obligations and governance.
• Bond Counsel Served as entity’s bond counsel for issuance of municipal-backed bonds for non-profit enterprise.
• Chapter 11 Proceedings Served as Chief Restructuring Officer for 199-bed general acute care hospital’s Chapter 11 proceeding.
• Entity Formation Formed new entity for merger and subsequent sale of a group of dermatopathology laboratories with financing of over $15 million.
• Entity Formation Formed over five hundred entities, corporations of all types, LLCs, PLLCs, LPs, trusts, and non-profits, together with governance documents to support regular business operations, financing, and mergers.
• Factoring Counseled and documented various factoring and ABL lines for medical groups, hedge funds, and lenders.
• Family Office Diversification Set up investment trust of over $100 million seeking diversification of family office assets into new industries.
• Financings Closed over 50 financings, collateralized, secured, unsecured, including bank rate and oil price hedging obligations, and credit swaps of various kinds, of over $1 million dollars to over $25 billion dollars.
• Healthcare Management Companies Set up over fifty management companies to assist with management and financing for health care facilities including hospitals, medical practices, MediSpas, 1206 Foundations, and related entities.
• HUD Financings Documented financing for $25 million bridge to HUD lending from private lender to health care facility; completed over a dozen HUD 242 and related applications for financing clients.
• IPA Formation, Contracts and Operations Formed several new IPAs, merged physician practices, negotiated new contracts with Medicare Advantage plans, and counseled on business and regulatory aspects of IPA operations.
• Licensing and Product Agreements Documented significant domestic and international IP licensing, manufacturing, marketing, and distribution agreements for pharmaceuticals, biologics, medical devices, and related products.
• Merger Cases Advised on Clayton Act and Sherman Act merger cases.
• Joint Venture Represented client in acquiring 50 skilled nursing facilities (SNFs) valued at more than $100 million.
• Expansion Funding Represented IPA and related businesses in multitier capital raise for geographic and enterprise expansion, utilizing equity ($8 million), mezzanine borrowing ($20 million), and primary facility borrowing ($22 million).
• Multi Facility Acquisition Assisted medical services company in acquiring three new facilities through real estate investment platform exercising options on over $20 million worth of property.
• A and B Rounds – Venture Capital Represented client with $200 million valuation in raising $50 million new funding through convertible debentures and equity positions.

7 cases in US District Court, made HSR and related filings, handled extensive Second Requests, and CIDs.

• Pharmacy and Laboratory Acquisitions Counseled on over two dozen pharmacy acquisitions and laboratory acquisitions, handling CHOWs and regulatory approvals; counseled on 340B program requirements for structuring cash flows in certain pharmacy acquisitions.
• Private Placements for Cannabis Markets Recently documented over 40 private placement memoranda, creating complex investment structure into high risk new markets involving cannabis business.
• Real Estate and Land Use Counsel on commercial real estate transactions, zoning regulations, CUP applications, and related property use and development issues, including use of residential properties for health care services such as rehabilitation facilities, assessing constitutional and statutory issues under State and Federal law, including equal protection clause, Fair Housing Act, and Americans with Disabilities Act. Handle appearances before local P&Z commissions, city councils, and appeals.
• Securities Finance Created new security worth $100 million as a bond-equivalent for hedge fund seeking stable but higher returns for clients, based on cash flows captured from certain health care organizations.
• Securities Transactions Structured securities and complex transactions requiring new issuances to accomplish entity transfer and partial transfers.
• Skilled Nursing Facilities Counseled and documented sale of a chain of skilled nursing facilities.
• Strategy Counseled and documented European intellectual property acquisition, factory operations and project management, and FDA and CE approval of complex ophthalmologic equipment.
• Regulatory Compliance. Counsel on all regulatory aspects of health care, including for hospitals, skilled nursing, assisted living, medical groups, medical staffs, telemedicine, pharmaceutical, laboratory, ASC, device manufacturing, rehabilitation facilities, sober living, and related clients.
• Taxation Structured tax efficient vehicles to support mergers and other combinations.

Litigation

Rob has tried over thirty cases, jury and non-jury, and handled over a dozen appellate matters (member of the Bar of the US Supreme Court and most Circuit Courts of Appeal), including:

• Trade Secrets Chronic Practor Caregivers v. Washington (2015, Supr. Court for Los Angeles County, unreported) Obtained preliminary injunction for corporate identity theft issues against individuals misappropriating name and trade dress of  client.
• Antitrust Eubanks v. Getty Oil Company, 896 F2d 960 (5th  1990) Complex  collateral estoppel argument prevailed in short-circuiting plaintiff’s antitrust case, based on Hatter’s Pond gas field unitization proceedings in another State; Federal Comity Statute interpretation; affected over $4 billion in royalty payments.
• Real Estate Dispute Dameshghi v. Texaco Refining and Marketing Inc., 3 Cal.App.4th   (4thCal. Ct. App. 1992) State franchise act pre-emption, real estate transfer dispute. Jurisdiction Pride v. Exxon and Texaco, 911 F.2d 251 (9th Cir 1990) Federal jurisdiction over state law fraud claim.
• Clayton Act Sec. 7 Washington v. Texaco Refining and Marketing Inc., 1991-1 Trade Cas. (CCH)Para. 69345 (W.D. Wash 1991) Clayton Act Sec. 7 case brought by State of Washington to stop acquisition of 55 service stations; settled following hearing by consent decree and Texaco agreeing to divest 5 stations and pay attorney generals trial costs  of$55,000.
• Land Value Dispute Getty v. County of Los Angeles (2001, Supr. Court for Los Angeles, County, unreported jury trial) Land value dispute settled on appeal following jury trial to establish the takings value of oil producing land sought by County for  parkland.

Alternative Dispute Resolution

Rob has handled significant alternate dispute and arbitration proceedings, including:

• Environmental Texaco v. Coca Cola Enterprises(1995) Favorable arbitration result in proceedings before retired California Supreme Court justice for environmental damage caused to Texaco’s Inglewood, California property, traceable to predecessor entity of Dr. Pepper Bottling Company of Southern California of which CCE had purchased the common stock.
• Government Dispute In re Lake Desmet Property – Texaco v. U.S Dept of the Interior, (1988) Convinced US Government to make substantial offset payments on forestalled development of coal producing properties under inverse condemnation theory.
• UN Compensation Commission In re Texaco’s Neutral Zone Damages from Gulf War (1991) Assisted in preparing “F” round proceedings before UN Compensation Commission in seeking compensation for damages sustained by Texaco at its neutral zone oil and gas producing and refining operations based in Mina Saud, Kuwait; multi- billion dollar result.

Regulatory/Compliance

• Hospital Bankruptcy & Sale Lead regulatory counsel to a large health system in its Chapter 11 bankruptcy case, the largest hospital bankruptcy in U.S. history. The matter has involved corporate and regulatory support for the system’s day-to-day operations as well as extensive regulatory work on the sale of the system’s six hospitals, including counsel regarding California attorney general conditions and approval process.