Transactions

The largest law firms in America regularly turn to Nelson Hardiman to perform due diligence on the healthcare and life science transactions they are handling. Our experience in licensing, operational, and reimbursement risks on both federal and state issues in a wide array of healthcare verticals makes us an optimal choice for the diligence process. Nelson Hardiman attorneys have advised on a wide range of transactions with respect to the essential due diligence, and have been called on to resolve challenges, including conflicts and disagreements, emerging in the diligence process in many transactions.

Although we do not hold ourselves out as a “bankruptcy” law firm, Nelson Hardiman lawyers have served as turnaround agents who have advised on some of most complex restructurings and distressed financing transactions in healthcare in recent years. Nelson Hardiman attorneys are proud to have served behind the scenes in some of the most dramatic hospital turnaround stories of the decade. Our team of healthcare attorneys have extensive experience with the full range of options to relieve financial distress, including corporate reorganizations, debt restructurings, bridge loans, asset-based lending, and other distressed financing options. We offer our clients an insider’s perspective on distressed financing strategies and solutions that create and preserve value. Nelson Hardiman also works with bankruptcy counsel to address regulatory issues in bankruptcy and other distress settings.

In the highly regulated, increasingly consolidated healthcare industry, Nelson Hardiman has attracted national attention for our support for some of the largest mergers and acquisitions actions. We play a key role in large hospital mergers and acquisitions, massive skilled nursing combinations, home health and hospice transactions, and transactions in behavioral health (including substance use disorder (SUD) treatment facilities, mental health programs, psychiatric hospitals, and autism (ABA) programs). We bring a strategic perspective to buying and selling, from negotiating letters of intent and structuring deals to negotiating transaction terms, diligence, and closing. We are well versed in both core corporate issues, as well as the underlying regulatory issues that drive and inform healthcare transactions of all sizes and in all parts of the industry.

The lawyers in our transactional practice group represent healthcare organizations in complex mergers and acquisitions and draw on their experience in hospital management, corporate finance and banking, and prior work with global law firms. Our clients include healthcare entities, life sciences, and telehealth companies, and international investors seeking cross-border healthcare acquisitions. Some of the most discerning entities in healthcare turn to Nelson Hardiman for advice on structuring, negotiating, documenting, and closing M&A deals.

As recognized leaders in pioneering healthcare and life sciences ventures (including in telemedicine, genomics, biologic products, medical devices, behavioral health, cannabis, and psychedelics), Nelson Hardiman has been closely linked to many of the most well-known innovative ventures in healthcare and life science. On multiple occasions, we have become known as the “go-to” firm for advice that can be hard to find.

Thanks to our expertise in both FDA and state practice-of-medicine legal issues, our advice has been critical to the launch of many telemedicine and next generation health technology ventures. We have learned to work well with early stage companies and to be effective navigators of the journey from start-up to mature company or acquisition target. Informed by our unique depth of experience in the health tech niche, our seasoned attorneys bring unique and hard-earned insights into the pathway to liquidity events in healthcare and life sciences industries. Deeply immersed in the transformation and the future of U.S. healthcare, we are uniquely positioned to advise start-up healthcare ventures on their business and regulatory needs.

The complex federal and state regulations that govern healthcare business operations make it essential to “kick the tires” on any new healthcare business launch. We apply our in-depth legal knowledge and experience to assess the regulatory issues inherent in new ventures, from corporate practice of medicine (CPOM), privacy and data security (HIPAA), and Stark/Anti-Kickback concerns to compliance with telemedicine regulations. We blend a track record of successful start-ups with a focus on opportunities driven by healthcare transformation to provide problem-solving legal counsel and strategic support to healthcare entrepreneurs. Clients depend on Nelson Hardiman to tackle their business and regulatory risks head-on and turn their visions into realities.

Entrepreneurial clients frequently turn to Nelson Hardiman in considering new ventures, and clients of all sizes – including many public companies – turn to Nelson Hardiman to structure new service lines and products. Although the driver is often our reputation for deep familiarity with the trajectory of healthcare and life science ventures, including our work from “Day One” with companies that have gone on to public listing, public company acquisition, and other liquidity events. Although many people think of us for “regulatory” aspects of venture strategy (such as corporate practice of medicine compliance), Nelson Hardiman also has significant expertise in fundamental questions of organizational and corporate structure. Far too many founders do not sound advice on the right organizational structure and pay a price for inadequate planning as the venture proceeds in unforeseen problems. Nelson Hardiman takes pride in thinking through business structure, making recommendations, and performing the necessary corporate work to put companies on a sound organizational and financial footing. In recent years, we have added senior corporate experience to ensure that clients get their corporate work done “right”.

For transactions involving professional services (from telehealth to traditional physician practices), Nelson Hardiman is on a short list of the most expert firms in the country on corporate practice of medicine issues that drive the use of the professional corporation-management service organization (PC-MSO) structure. Our attorneys have been called in on numerous transactions to fix problems created by law firms with an insufficient understanding of the essential compliance issues that drive these transactions.

Nelson Hardiman’s work in the private equity sector includes both “buy-side” and “sell-side” work. Our attorneys are well-acquainted with the issues involved in private equity acquisition of healthcare assets and organizations. Several of our lawyers have come directly from private equity and healthcare investment experience, giving us particular experience in the negotiation, documentation, and implementation of private equity investment. Nelson Hardiman is recognized as a primary law firm choice for both investors and target companies in the healthcare and life science sectors. With a proven understanding of how legal regulatory and business issues directly impact investment results, our team advises private equity firms, hedge funds, and other private investor clients on all types of transactions and legal matters including but not limited to the formation of funds, platform acquisitions, add-on acquisitions, dividend recapitalizations, and realization transactions.

Many clients look to Nelson Hardiman not only for legal support, but also to identify critical transactional support, including resources for valuation, diligence, auditing, and a wide range of operations. Nelson Hardiman has developed a network of reliable resources that we are pleased to share with clients to handle non-legal aspects of the transactional process.