Representative Transactions

Tucker Arensberg, P.C. represents a variety of healthcare clients on the following issues:

Acquisitions, Mergers, Consolidations and Joint Ventures

• Representing buyers and sellers in acquisitions and sales of all types of healthcare providers

• Consulting on consolidations of multiple healthcare practices

• Assisting in the transfer of hospital system sponsorship to community operation

• Coordinating due diligence reviews

• Counseling on financial issues relating to funding acquisitions and mergers

• Providing tax advice on transactional tax planning and IRS rulings Converting entities from non-profit to for-profit status as required for transactions

• Structuring, negotiating, documenting and implementing complex health care transactions

• Analyzing applicable federal and state statutes governing transactional options

• Providing legal counsel to governing boards and medical staffs

• Providing advice on avoiding fraud and abuse pitfalls when structuring joint ventures

• Counseling healthcare providers on the establishment of ambulatory care facilities and similar ventures

• Creating joint ventures to provide medical personnel to hospitals and other healthcare institutions

Antitrust

• Advising clients on antitrust implications of exclusive contracts, mergers and acquisitions, provider networks and fee setting

• Establishing and counseling healthcare provider networks

Bioethics

• Advising clients on informed consent

• Providing counsel to providers on sensitive health issues such as HIV testing

Compliance with Fraud and Abuse, Stark, False Claims Act and Civil Monetary Sanctions Act

• Counseling concerning fraud and abuse in structuring business arrangements by and among providers and managed care organizations

• Compliance plan counseling and preparation, including preparing corporate policies on codes of conduct, duties of compliance officers, employee training, reporting of noncompliance, records management, patient confidentiality,  human resources and reimbursement and billing procedures

• Advising clients regarding referral arrangements and billing obligations

• Coordinating and conducting internal compliance investigations and performing and coordinating regulatory due diligence reviews in order to improve corporate compliance

• Structuring transactions to avoid illegal remuneration issues

• Handling appeals before the Provider Reimbursement Review Board

• Counseling clients on regulatory issues related to the submission of claims for reimbursement (including compliance with fraud and abuse laws, false claims laws and mandatory disclosure requirements)

• Representing clients in H.H.S., O.I.G. and D.O.J. investigations and enforcement actions, as well as representing clients in third party payor audits

• Representing providers in federal and state court actions related to fraud and abuse and Stark laws

• Providing counsel regarding participation in federal and state health programs, and preparing and submitting documentation related to such

• Representing healthcare clients on issues relating to payment denials and overpayment determinations as well as audits

Employee Benefits

• Designing, drafting, amending, merging and terminating plans

• Benefit plan litigation

• Representation before governmental agencies

• Ongoing compliance advice to human resource departments, plan administrators and plan trustees

• Health Insurance Portability and Accountability Act (HIPAA) and COBRA compliance for group health plans

• Benefit plan insurance and service contracts as well as counseling regarding appropriate insurance coverage for plan administrators and trustees

• Benefit issues involved in business and lending transactions including issues faced by financially-distressed employers in bankruptcy and reorganization

• Multi-employer plan collection and withdrawal liability issues

Environmental Law

• Counseling clients on regulatory compliance, especially with respect to business transactions

• Representing clients in complex litigation relating to environmental regulations

General Business/Corporate Representation

• Providing advice relating to business governance, including preparation of organizational documents and maintaining corporate formalities

• Advising on corporate issues such as director’s fiduciary duties, indemnification and insurance, shareholder’s rights, obligations of non-profit organizations and use of funds

• Drafting and reviewing contracts with third party vendors and suppliers, reimbursement programs and business coalitions and networks

• Drafting and reviewing medical staff bylaws, rules and regulations, and related policies and procedures

• Advising clients on issues relating to the Emergency Medical Treatment and Active Labor Act (EMTALA)

• Negotiating managed care agreements and structuring managed care organizations

• Negotiating and reviewing documentation relating to information systems and software vendors and providers

• Structuring of managed service organizations and physician practice management companies and drafting documentation relating to same

• Forming and on-going representation of full-risk and partial-risk physician run entities

Governmental Relations

TAPC maintains an active Harrisburg office which, among other services, provides governmental relations services. These services include: 

• Direct lobbying of the Pennsylvania General Assembly on client issues

• The firm has a staff of three attorneys and one paralegal who maintain registration as lobbyist and actively provide lobby services

• Preparing and analyzing legislation for introduction or analyzing of existing legislation that may impact on clients

• Monitoring status of legislation and regulations

• Interacting with state agencies and regulators relating to rulemaking

• Preparing testimony and/or preparing witnesses before legislative committees or state agencies

• Appearing before state agencies such as Department of Health, Department of Revenue and Bureau of Workers Compensation under the Department of Labor

• Appearing before state licensing boards or agencies on behalf of licensees

Health Insurance Portability and Accountability Act (HIPAA) and Privacy

• Advising healthcare providers and health plans on all issues relating to the Privacy and Security Rules

• Drafting and developing HIPAA-compliant documentation including authorizations, acknowledgements, privacy notices and business associate agreements

• Providing complete compliance manuals to aid clients in achieving HIPAA compliance

• Advising healthcare providers, clearinghouses and health plans regarding HIPAA regulations governing transaction standards

• Reviewing and analyzing state privacy laws and preemption matters

• Developing internal policies and procedures for healthcare providers to govern the use and disclosure of individually identifiable health information

• Advising clients regarding the request and release of protected health information, including sensitive health information such as HIV and psychiatric records

• Performing physical audits of healthcare providers sites of delivery to ensure physical compliance with the HIPAA privacy rules

Intellectual Property

• Providing advice regarding the protection of trade secrets and other confidential information

• Securing and protecting trademarks, service marks and trade names

• Obtaining and licensing patents on medical devices and procedures to the extent permissible by law

• Advising clients regarding non-competition and non-disclosure agreements

• Enforcement of all types of intellectual property rights via arbitration or the court system

Labor and Employment

• Providing general employment advice, including advising on issues such as compensation structure, deferred compensation arrangements, discrimination, severance and termination

• Drafting and reviewing employment documents for employers and employees

• Providing advice regarding physician recruitment and employment, including advice regarding medically under-served areas

• Providing advice relating to a host of labor and employment laws, including Americans with Disability Act, Family Medical Leave Act, Title VII of the Civil Rights Act of 1964, Civil Rights Act Amendments of 1991, Equal Pay Act, Fair Labor Standards Act (Wage-Hour Law), Age Discrimination in Employment Act, Presidential Executive Order 11246, including the preparation and defense of affirmative action plans, Occupational Safety and Health Act and state laws affecting the healthcare workplace

• Providing guidance on the collection and storage of employee and family member health data

• Counseling and litigation on issues relating to wrongful discharge and other employment-related lawsuits

• Preparing employee handbooks

• Advising clients regarding non-competition agreements

Licensure, Credentialing, Certification and Accreditation

• Assisting practitioners in all aspects of licensure and credentialing

• Analyzing the enforceability of medical bylaws and policies and procedures relating to credentialing

• Representing healthcare providers in credentialing and peer review hearings

• Advising clients on restructuring medical staffs and issues regarding accreditation and certification, including JCAHO

• Development of medical staff bylaws

• Counseling clients regarding the National Practitioner Data Bank, the Healthcare Integrity and Protection Data Bank and applicable state reporting requirements

• Representing healthcare practitioners in litigation related to peer review and credentialing issues

Litigation

• Offering full service representation in general and specialized litigation services for healthcare clients, including business and commercial litigation, business torts, general corporate and partnership disputes and contract disputes

• Representing clients on issues relating to the enforceability of restrictive covenants

• Litigating the enforceability of medical bylaws and policies and procedures relating to credentialing

• Defending healthcare clients in government investigations and in accompanying hearings

Long-Term Care

• Providing general counsel on operational matters, including resident rights, regulatory compliance and risk management

• Representing clients in regulatory investigations, survey and certification

• Counseling and representing clients in response to civil litigation

• Developing compliance plans to conform with applicable federal and state laws and regulations

• Structuring, negotiating, documenting and implementing formation of joint ventures and other business transactions

• Assisting clients in the formation and restructuring of business entities and provide guidance through licensure and certificate of need processes

• Providing guidance with governmental and third party reimbursement issues

• Providing guidance relating to incapacitated patients, guardianship proceedings and ethical issues relating to the same

• Providing assistance with labor and employment issues

Real Estate

• Assisting in the negotiation, documentation, financing and closing of real property transactions

• Assisting in the sale, leasing, construction and rehabilitation of existing structures

• Assisting in the formulation of financing terms for transactions ranging from those involving one lender to complex loan participation agreements with several lenders, as well as financing involving public agencies, taxable or tax-exempt bond financing, and other non-traditional lending arrangements

• Advising clients on the securities aspects of real estate investments, income tax implications, and the structuring of transactions to maximize tax-related benefits (or to minimize negative tax consequences)

• Addressing zoning, subdivision, building code compliance and enforcement, real property taxation, assessment appeals, exemptions from real estate taxes, and local tax abatement programs affecting real estate

Tax Advice and Estate Planning

• Providing comprehensive advice on all aspects of transactional tax planning

• Advising individual healthcare clients on issues related to personal tax and retirement planning, including dissolution of retirement plans and estate administration

• Providing comprehensive estate planning services, including estate, gift and generation skipping tax planning, life, disability and long term care insurance planning, retirement planning, and the use of trusts, family limited partnerships and other tax-advantaged vehicles to reduce taxes

• Counseling tax-exempt healthcare organizations and purely public charities on federal and state tax issues, including inurement and private benefit issues, unrelated business income tax, maintaining tax-exempt status, employment tax and employment benefits

• Providing guidance on tax issues related to reorganization and affiliations between entities

• Representing clients in tax disputes with administrative bodies

• Converting entities from non-profit to for-profit status

• Offering creative tax planning regarding creation and operation of offshore insurance companies

• Providing advice on establishing and operating ARCHER plans and Flexible Spending Accounts

Workers' Compensation

• Handling all facets of occupational disease and injury claims

• Working closely with disability management companies and rehabilitation companies in developing viable job opportunities

• Consulting with companies regarding methods the companies can use to reduce their workers' compensation exposure

• Representing employers in proceedings before judges, Workers' Compensation Appeals Boards, Administrative Law Judges and various state and federal appellate courts

>Back