

The Corner Series
McGuireWoods
“The Corner Series” is a multiperspective podcast series by McGuireWoods featuring commentaries from lawyers, bankers and a number of specialists about the developments and issues dominating today’s middle-market private equity. Tune in with McGuireWoods partner, Geoff Cockrell as he and specialists share real-world insight to help enhance your knowledge.
McGuireWoods is a full-service firm providing legal and public affairs solutions to corporate, individual, and nonprofit clients worldwide for more than 200 years collectively. Our commitment to excellence in everything we do gives our clients a competitive edge in everything they do. Our law firm, over its 186-year history, has earned the loyalty of our many long-standing clients with a deep understanding of their businesses, and broad skills in corporate transactions, high-stakes disputes, and complex regulatory and compliance matters.
To learn more about our discussions, please email host Geoff Cockrell at gcockrell@mcguirewoods.com or visit our website at mcguirewoods.com.
This series was recorded and is being made available by McGuireWoods for informational purposes only. By accessing this series, you acknowledge that McGuireWoods makes no warranty, guarantee or representation as to the accuracy or sufficiency of the information featured in this installment. The views, information or opinions expressed are solely those of the individuals involved and do not necessarily reflect those of McGuireWoods. This series should not be used as a substitute for competent legal advice from a licensed professional attorney in your state and should not be construed as an offer to make or consider any investment or course of action.
McGuireWoods is a full-service firm providing legal and public affairs solutions to corporate, individual, and nonprofit clients worldwide for more than 200 years collectively. Our commitment to excellence in everything we do gives our clients a competitive edge in everything they do. Our law firm, over its 186-year history, has earned the loyalty of our many long-standing clients with a deep understanding of their businesses, and broad skills in corporate transactions, high-stakes disputes, and complex regulatory and compliance matters.
To learn more about our discussions, please email host Geoff Cockrell at gcockrell@mcguirewoods.com or visit our website at mcguirewoods.com.
This series was recorded and is being made available by McGuireWoods for informational purposes only. By accessing this series, you acknowledge that McGuireWoods makes no warranty, guarantee or representation as to the accuracy or sufficiency of the information featured in this installment. The views, information or opinions expressed are solely those of the individuals involved and do not necessarily reflect those of McGuireWoods. This series should not be used as a substitute for competent legal advice from a licensed professional attorney in your state and should not be construed as an offer to make or consider any investment or course of action.
Episodes
Mentioned books

May 23, 2023 • 22min
Healthcare Investment Models with Dan Hosler of DuneGlass Capital
On this episode of The Capital Corner, McGuireWoods' Geoff Cockrell sits down with Dan Hosler, Managing Partner and Founder at DuneGlass Capital, to discuss the trends for healthcare services companies that are interested in using the private equity playbook to surcharge their growth. Dan discusses how the doctor equity model works to provide alignment among all stakeholders, including patients, staff, doctors, and investors. The model starts with knowledge sharing so doctors have a strong base understanding of private equity, before moving on to strategizing on how to keep incentives aligned over time. Aligning incentives is crucial when creating a true alternative to traditional private equity investments. “To us, doctor equity starts with knowledge-sharing with all our partners.” Dan says. Dan and Geoff also review which subsectors and specialties could be interesting investment areas. Two areas Dan and his team are researching are the biotech and pharmaceutical spaces. Both are areas where there’s an opportunity to reduce costs in the healthcare system while improving patient care. They also talk through investment opportunities in value-based care, an area that has also seen an uptick in interest in recent years, and the complexity and risk-taking that can come along with those investments.Featured GuestName: Dan HoslerWhat he does: As Managing Partner and Founder at DuneGlass Capital, Dan has both operational experiences, having started three companies before business school, as well as deep deal experience, having spent 15+ years in private equity. Most recently he led M&A for an eye care rollup where he closed 10 deals in under two years.Organization: DuneGlass CapitalConnect: LinkedIn ContactConnect with us on Facebook, Twitter, Instagram, YouTube.This podcast was recorded and is being made available by McGuireWoods for informational purposes only. By accessing this podcast, you acknowledge that McGuireWoods makes no warranty, guarantee, or representation as to the accuracy or sufficiency of the information featured in the podcast. The views, information, or opinions expressed during this podcast series are solely those of the individuals involved and do not necessarily reflect those of McGuireWoods. This podcast should not be used as a substitute for competent legal advice from a licensed professional attorney in your state and should not be construed as an offer to make or consider any investment or course of action.

May 3, 2023 • 25min
Navigating the Cardiology Boom: Insights from Industry Experts on Market Trends and Opportunities
On this episode of The Banker's Corner, Provident Healthcare Partners’ Senior Managing Director Rebecca Leiba and Managing Director Eric Major sit down with McGuireWoods' Geoff Cockrell to discuss investing in cardiology, a sector that has seen a sizable uptick in activity over the last two years. “What we're seeing in the specialty is that consolidation and investment seems to be moving at a pace that's far exceeding what we've seen in other physician specialties areas,” Eric explains.Rebecca, Eric, and Geoff discuss what makes cardiology attractive for investors, the various avenues for acquisitions, as well as ancillary opportunities for cardiology practices, such as cardiac urgent cares and rehabilitation centers, which are becoming more attractive to independent groups and investors. From potential headwinds to growth opportunities, they cover all the trends they predict to see in the cardiology sector.“I do think we are still in the early innings of this consolidation,” Geoff says. “Even if it's not a huge market, there's going to be quite a bit more activity and interesting future maneuvers…It’ll certainly be interesting to see.” Featured GuestsName: Rebecca LeibaWhat she does: Rebecca is a Senior Managing Director at Provident Healthcare Partners. During her career, she has completed over 200 healthcare M&A transactions and has organized interactions between buyers, clients, attorneys, CPAs, and consultants through the entire transaction processes. Organization: Provident Healthcare PartnersConnect: LinkedInName: Eric MajorWhat he does: Eric is a Managing Director at Provident Healthcare Partners. For the last decade, Eric has supported the planning and execution for deals pertaining to multisite provider-based businesses focused on surgical care and rehabilitation. Organization: Provident Healthcare PartnersConnect: LinkedInContactConnect with us on Facebook, Twitter, Instagram, YouTube.This podcast was recorded and is being made available by McGuireWoods for informational purposes only. By accessing this podcast, you acknowledge that McGuireWoods makes no warranty, guarantee, or representation as to the accuracy or sufficiency of the information featured in the podcast. The views, information, or opinions expressed during this podcast series are solely those of the individuals involved and do not necessarily reflect those of McGuireWoods. This podcast should not be used as a substitute for competent legal advice from a licensed professional attorney in your state and should not be construed as an offer to make or consider any investment or course of action.

Apr 17, 2023 • 21min
Compliance in Healthcare Is King — Even for Investors
In this era of private equity involvement with healthcare, investors can no longer avoid liability with the claim that they are just an investor. The liability of investors in companies is now in the spotlight. Professionals in the industry predict that the government will increase the frequency of commercial audits and CMS audits.On this episode of The Professor’s Corner, host Geoff Cockrell is joined by Wiks Moffat for a discussion of the importance of compliance programs. Bringing over 25 years of professional experience to the role, Wiks is Principal at the HealthCare Compliance Network, where he assesses, builds, implements, and maintains compliance programs. Wiks shares insights on what to look for during due diligence, in particular, whether a company has a culture of compliance. He advises companies to consider compliance at all times, and recommends putting a compliance committee in place to ensure they company have the necessary reporting structures in place.“You would much rather, because of your culture of compliance, find a problem, than have the feds or the commercial payers come in and start poking around and find these things because then you're in a much less defensible position. For lack of better words, you want to be policing yourself throughout all of this,” explains Wiks.Featured GuestName: Wiks MoffatOrganization: HealthCare Compliance NetworkConnect: LinkedInKey TakeawaysCompliance programs are not optional.Healthcare compliance companies and legal support complement each other.Compliance is a continual process.ContactConnect with us on Facebook, Twitter, Instagram, YouTube.Subscribe to The Professor’s Corner in your preferred podcast app so that you never miss an episode. This podcast was recorded and is being made available by McGuireWoods for informational purposes only. By accessing this podcast, you acknowledge that McGuireWoods makes no warranty, guarantee, or representation as to the accuracy or sufficiency of the information featured in the podcast. The views, information, or opinions expressed during this podcast series are solely those of the individuals involved and do not necessarily reflect those of McGuireWoods. This podcast should not be used as a substitute for competent legal advice from a licensed professional attorney in your state and should not be construed as an offer to make or consider any investment or course of action.

Mar 1, 2023 • 22min
The Broad Impact of The FTC Noncompete Proposed Rule
In January 2023, the Federal Trade Commission released a proposed rule that is making waves in the business and legal communities. The proposed rule would make it illegal for employers to enter into noncompete agreements with workers in most circumstances and would also require employers to rescind existing noncompete provisions.The FTC is currently accepting public comments about the proposed rule and conducting listening sessions and the FTC has asked for feedback on ways in which the final rule may be narrowed or expanded. Holden Brooks, Partner at McGuireWoods Antitrust Group, sits down with McGuireWoods’ Geoff Cockrell to explore the potential ramifications of a noncompete ban, potential legal challenges to the rule and the scope of the FTC’s rulemaking authority, what to watch in the ongoing debate surrounding the scope of the rule, and what alternative tools to consider in order to protect your business interests in the event that the rule goes into effect. Featured GuestName: Holden BrooksWhat she does: As a Partner in McGuireWoods Antitrust Group, Holden focuses on mergers, complex litigation, civil and criminal enforcement, and counseling across several industries with a focus on Healthcare.Organization: McGuireWoodsWords of wisdom: “[The FTC] are charged with this and they have a real responsibility to pursue this. So I think this is sort of the best part of democracy, in a way. We have an opportunity to speak up, to deliver thoughtful comments to this body, and to also have our courts consider whether this is the way that things should play out, whether this is the right way to make policy.” Connect: LinkedIn Notes From the Professor’s CornerTop takeaways from this episodeMost workers would be affected by the potential rule. This includes sophisticated, high-earning employees with a great deal of leverage in employment negotiations as well as lower-wage workers with no leverage. Watch for some narrowing in the final rule in this area.There will be substantial legal challenges. Many groups have promised to bring legal challenges to the rule if it is adopted, which could delay the need to comply with the rule for a substantial period of time. Watch for these to go right up to the U.S. Supreme Court.What constitutes a noncompete? One area to watch as the rule is finalized is what the FTC will consider to be a noncompete covered by the rule. Will it only be traditional restrictive covenants that are affected, or “de facto” noncompetes as well?ContactConnect with us on Facebook, Twitter, Instagram, YouTube.Subscribe to The Professor’s Corner in your preferred podcast app so that you never miss an episode. This podcast was recorded and is being made available by McGuireWoods for informational purposes only. By accessing this podcast, you acknowledge that McGuireWoods makes no warranty, guarantee, or representation as to the accuracy or sufficiency of the information featured in the podcast. The views, information, or opinions expressed during this podcast series are solely those of the individuals involved and do not necessarily reflect those of McGuireWoods. This podcast should not be used as a substitute for competent legal advice from a licensed professional attorney in your state and should not be construed as an offer to make or consider any investment or course of action.

Nov 21, 2022 • 26min
How Sponsors Can Avoid Liability with Mark Freedlander
In this episode of The Professor’s Corner, Mark Freedlander is back to continue the discussion on the ways a sponsor company can find themselves liable if their portfolio companies enter financial distress. Having debt recharacterized as equity is the next level of exposure that sponsors need to understand. Simply calling something debt doesn’t cut it. Being unclear in the management of debt versus equity can open sponsors up to companion fraudulent conveyance claims if the courts recharacterize a company’s debt. The last piece of the liability puzzle focuses on breach of duty claims. If a sponsor is sitting on the board of one of their portfolio companies, they need to stay informed of the company, its financials, and potential liquidity issues. This awareness can be the difference between creating or avoiding liability issues. “When a portfolio company runs into trouble [...] it may very well make sense for an independent director to be brought into a company,” explains Mark. “Having an independent director that is truly independent can provide a significant level of protection to the financial sponsor or the equity sponsor.” For sponsors concerned about potential liability exposures, Mark offers insight into different situations that a sponsor may encounter, discussing the protection that is available to a sponsor who recognizes problems early and takes a cautious approach. This is the second episode in a two-part series. If you haven’t listened to the first half yet, check out the previous episode for an overview of statutes and claims that sponsors need to keep on their radar. Featured GuestName: Mark E. FreedlanderWhat he does: As a Partner at McGuireWoods, Mark has been advising clients about creative, business-oriented solutions to matters involving financial distress for the past 25 years. Mark is a goal-driven problem solver whose clients benefit from the creative, pragmatic, and strategic perspective he brings to each engagement.Organization: McGuireWoodsWords of wisdom: “The more attention to detail you do pay, the better that your records are, the greater the level of deliberation about things that are close calls — the better off a sponsor will be.” Connect: LinkedIn Notes From the Professor’s CornerTop takeaways from this episodeCalling something debt doesn’t mean it’s debt in the eyes of the law. According to Mark, recharacterization of debt will occur under common law, and the courts may consider debt instruments to be equity, which can add additional exposure to the sponsor. Sponsors can be liable when you can’t differentiate the sponsor and the portfolio company. Liability is often created when the sponsor has significant control over its troubled portfolio company. The most common instances arise under ERISA for anything from COBRA claims, warrant claims, or pension plans. Sponsors who sit on the board of portfolio companies need to be informed. Board members have a duty of care and a duty of liability that needs to be fulfilled. Awareness of what’s happening with the company, its financials, and any potential liquidity issues can be the difference between creating or avoiding a liability situation. ContactConnect with us on Facebook, Twitter, Instagram, YouTube.Subscribe to The Professor’s Corner in your preferred podcast app so that you never miss an episode. This podcast was recorded and is being made available by McGuireWoods for informational purposes only. By accessing this podcast, you acknowledge that McGuireWoods makes no warranty, guarantee, or representation as to the accuracy or sufficiency of the information featured in the podcast. The views, information, or opinions expressed during this podcast series are solely those of the individuals involved and do not necessarily reflect those of McGuireWoods. This podcast should not be used as a substitute for competent legal advice from a licensed professional attorney in your state and should not be construed as an offer to make or consider any investment or course of action.

Oct 28, 2022 • 25min
The Liability Implications of Financial Challenges in Portfolio Companies with Mark Freedlander
Many investors take on an operating thesis that, by law, the obligations of investment companies are not the obligations of the investor. They apply this whether their fund has invested in the securities of a limited partnership, a limited liability company, or a corporation. In this episode of The Professor’s Corner, McGuireWoods’ Mark Freedlander joins host Geoff Cockrell to explore the limits of this idea. As chair of the bankruptcy group, Mark has seen a host of real-world examples where sponsors of private equity funds get themselves in trouble when their portfolio companies are experiencing financial challenges. “If you're a sponsor that owns a distressed company, you need to be careful with money and things leaving that company — both in terms of the timing of when that's happening, the nature in which it's happening, and the value,” Geoff explains. “Recognize that all of those transfers will be looked at after the fact with different eyes.”It’s within normal course of business for sponsors to be overseeing aspects of the day-to-day management of their portfolio companies. However, if you’re a sponsor that owns a distressed company, you need to be careful about monetary decisions and money leaving that company. On this first of two episodes on this topic, both Mark and Geoff review examples of potential issues drawn from real-life situations they have lived through and experienced, along with their experience on the litigation side of these issues. The next episode will continue the discussion where they left off, looking deeper into the nature of these claims and reviewing proper board management. Featured GuestName: Mark E. FreedlanderWhat he does: As a Partner at McGuireWoods, Mark has been advising clients about creative, business-oriented solutions to matters involving financial distress for the past 25 years. Mark is a goal-driven problem solver whose clients benefit from the creative, pragmatic, and strategic perspective he brings to each engagement.Organization: McGuireWoodsConnect: LinkedInNotes From the Professor’s CornerTop takeaways from this episodePatterns emerge in troubled portfolios. According to Mark, it’s common for sponsors to see potential claims asserted against them. It’s important to understand preference statutes when it comes to payments. A preference statute exists to ensure creditors are treated fairly. Often this will come into play when reviewing payments and antecedent debt with a transferee. Fraudulent conveyance is designed to protect creditors from fraud. Compared to preference statutes, fraudulent conveyance exposure doesn’t have the same defenses as a preference action. ContactConnect with us on Facebook, Twitter, Instagram, YouTube.Subscribe to The Professor’s Corner in your preferred podcast app so that you never miss an episode. This podcast was recorded and is being made available by McGuireWoods for informational purposes only. By accessing this podcast, you acknowledge that McGuireWoods makes no warranty, guarantee, or representation as to the accuracy or sufficiency of the information featured in the podcast. The views, information, or opinions expressed during this podcast series are solely those of the individuals involved and do not necessarily reflect those of McGuireWoods. This podcast should not be used as a substitute for competent legal advice from a licensed professional attorney in your state and should not be construed as an offer to make or consider any investment or course of action.

Aug 24, 2022 • 25min
When Claims Arise: Tackling the Internal and External Elements with Tony Tatum
It’s nine to 12 — maybe even 18 — months after the deal closed. There’s an R&W policy in place; the purchase agreement covers an array of representations and warranties. But you become aware of something that might be a breach. Tony Tatum, a partner at McGuireWoods and head of the Insurance Recovery Practice, certainly knows the ins and outs of claims, and how to properly see them through to fulfillment. In this episode of The Professor’s Corner, Tony walks listeners through the process of filing a claim, citing the internal and external issues that might arise, as well as errors to look out for from the beginning. He discusses the importance of gathering evidence, being thorough, advocating for your company, and mitigating losses.“In some ways, you don't want to go overboard, but you certainly want to start gathering [evidence] — two or three key buckets of emails or other communications. Of course, right off the bat are things that are critical to whatever that issue is,” says Tony. “And be looking at the knowledge provision and the insurance policy.” Featured GuestName: Tony TatumWhat he does: As a Partner at McGuireWoods, Tony is co-lead of the Insurance Recovery Practice. With more than 23 years of litigation practice, Tony represents both prominent public and private companies on insurance coverage and complex commercial disputes.Organization: McGuireWoodsWords of wisdom: “You want someone who's got that expertise to be thinking about the issues and making sure that you're crossing the Ts and dotting the Is as needed.”Connect: LinkedInNotes From the Professor’s CornerTop takeaways from this episodeThere are two sides to every claim: internal and external. When a claim is filed, Tony breaks it down into two buckets. Doing so helps prevent missteps while also preparing for every possible outcome. Be thorough with information gathering. From the moment of a potential breach, information and evidence gathering should begin. This is crucial to proving a breach and reaping the benefits of the filed claim. Advocate for answers. When it seems like the insurer might be dragging their feet with little intention to pay the claim, do not hesitate to advocate for your company. Call, ask questions, and be a little reminder that the claim is still there and you have proof to back it up.ContactConnect with us on Facebook, Twitter, Instagram, YouTube.Subscribe to The Professor’s Corner in your preferred podcast app so that you never miss an episode. This podcast was recorded and is being made available by McGuireWoods for informational purposes only. By accessing this podcast, you acknowledge that McGuireWoods makes no warranty, guarantee, or representation as to the accuracy or sufficiency of the information featured in the podcast. The views, information, or opinions expressed during this podcast series are solely those of the individuals involved and do not necessarily reflect those of McGuireWoods. This podcast should not be used as a substitute for competent legal advice from a licensed professional attorney in your state and should not be construed as an offer to make or consider any investment or course of action.

Jul 21, 2022 • 20min
How Increased Demand Is Driving Interest in Women’s Health Investing
The women’s health sector is an incredibly diverse subset of businesses covering multiple specialties, including women’s health, fertility, and ancillary services. Kayla McCann Marty, an Associate at McGuireWoods, shares her expertise on women’s health investing, broadening how people think of the many different sub-sectors attracting regulatory and investor interest in the space. Ancillary services and connections from practices to the local health system are two of the ways Kayla sees businesses in this sector growing. For example, building surrogacy matching programs internally or utilizing referrals are both successful growth strategies that businesses can use to expand their footprint. Increased demand through market conditions, attractive ancillary services, and new opportunities for reimbursement are playing into the fertility market, which Kayla describes as “white hot.” These combined factors are contributing to the attention being paid to businesses catered towards women’s health. On this episode of The Professor’s Corner, Kayla and McGuireWoods’ Geoff Cockrell talk through all aspects of women’s health investing from growth models, regulatory concerns, and what to expect in the future from this very active sector of the market. Featured GuestName: Kayla McCann MartyWhat she does: As an Associate at McGuireWoods, Kayla focuses her practice on healthcare transactional law, representing healthcare providers, including hospitals, ambulatory surgical centers, dialysis centers, physician practices, private equity funds, and lenders, in healthcare transactions and compliance matters.Organization: McGuireWoodsWords of wisdom: “I think the next frontier of value-based care in the women's health sector is trying to bring in the cost of the total continuum of care by preventative care for a woman — from day one when they become pregnant, all the way through excellent care when they deliver their baby and maybe even on into pediatrics.” Connect: LinkedIn Notes From the Professor’s CornerTop takeaways from this episode★ There are many growth models worth exploring in women’s health. Some firms opt for de novo growth, while others will focus more on acquisition. ★ The fertility sub-sector is “white hot.” Increased interest in the fertility sector is due to a combination of factors. Demand is growing with more women utilizing fertility services combined with the shortage of physicians specializing in the field. ★ Do your research to avoid regulatory compliance issues. The number one area that can trip up investors in the space is not thoroughly reviewing state law restrictions on ownership, investment, and profitability of ancillary investments. ContactConnect with us on Facebook, Twitter, Instagram, YouTube.Subscribe to The Professor’s Corner in your preferred podcast app so that you never miss an episode. This podcast was recorded and is being made available by McGuireWoods for informational purposes only. By accessing this podcast, you acknowledge that McGuireWoods makes no warranty, guarantee, or representation as to the accuracy or sufficiency of the information featured in the podcast. The views, information, or opinions expressed during this podcast series are solely those of the individuals involved and do not necessarily reflect those of McGuireWoods. This podcast should not be used as a substitute for competent legal advice from a licensed professional attorney in your state and should not be construed as an offer to make or consider any investment or course of action.

May 16, 2022 • 16min
Indemnity or Self-Disclosure? Here Are The Best Ways to Deal With Policy Compliance Issues
In the healthcare industry, some of the biggest policy compliance issues and violations can go unnoticed for too long — until it’s too late.Just ask Timothy J. Fry, today’s guest on The Professor’s Corner. As someone who worked in the healthcare policy world for five years, including nearly two years as a staffer at the Centers for Medicare & Medicaid Services, Timothy has seen just about every mistake in the business. As a current Partner at McGuireWoods, that experience gives him a unique perspective on healthcare regulatory compliance. So when it comes to some of the most common mistakes like Stark Law violations or billing and coding issues, is the smartest strategy to self-disclose to the government, or to settle with indemnity? The answer isn’t as simple as you might think.Tim joins us on this episode of The Professor’s Corner to talk about the most common mistakes he sees in healthcare policy compliance, the potential consequences, and the smartest ways to resolve these issues. Featured GuestName: Timothy J. FryWhat he does: As a Partner at McGuireWoods, Tim helps clients navigate compliance and regulatory issues in the healthcare industry. As a former staffer at the Centers for Medicare & Medicaid Services, he has unique insight into healthcare policy from the perspective of policymakers.Organization: McGuireWoodsWords of wisdom: “Today, it is very much a market position of many of these transactions, as they trade for self-disclosure to take place. And so as a buyer, if you don't cut it off at the time you do your transaction, it is very likely you're going to get pushed into it. And you have to bear that expense during that recap opportunity.” Connect: LinkedIn Notes From The Professor’s CornerTop takeaways from this episode★ Stark Law violations often go unnoticed. Also known as the physician self-referral law, it’s common for healthcare groups to make mistakes on revenue splits for referrals. Unfortunately, these mistakes are often not caught until a client begins working with counsel.★ Indemnity is not always an option. That’s because the Stark Law has the potential to trigger the False Claims Act, which comes with exorbitant fines. To avoid triggering the False Claims Act and a potential whistleblower situation, the best thing healthcare companies can do is self-disclose to the government.★ For billing and coding violations, go with indemnity. Unlike Stark Law violations, common billing and coding mistakes should be settled with indemnity or smaller repayments rather than full self-disclosure. These settlements often offer some flexibility based on the scale of the issue.ContactConnect with us on Facebook, Twitter, Instagram, YouTube.Subscribe to The Professor’s Corner in your preferred podcast app so that you never miss an episode. This podcast was recorded and is being made available by McGuireWoods for informational purposes only. By accessing this podcast, you acknowledge that McGuireWoods makes no warranty, guarantee, or representation as to the accuracy or sufficiency of the information featured in the podcast. The views, information, or opinions expressed during this podcast series are solely those of the individuals involved and do not necessarily reflect those of McGuireWoods. This podcast should not be used as a substitute for competent legal advice from a licensed professional attorney in your state and should not be construed as an offer to make or consider any investment or course of action.

May 2, 2022 • 17min
Understanding Antitrust Law in the Healthcare Space
In healthcare transactions, people often think that antitrust is a big corporation’s problem. However, smaller companies need to think about these issues, too.There have been recent developments on both state and federal levels, calling for greater regulation in the healthcare space. More statutes have been put in place to catch smaller transactions statewide, and in 2021, the Federal Trade Commission and Department of Justice were ordered to take a close look at antitrust in the healthcare industry. In the last couple of years, multiple criminal cases have been brought against individual healthcare providers and corporate entities alike. Oftentimes, these people don’t even realize that certain actions can subject them to criminal liability. Luckily, there are specific measures you can take to mitigate risk and ensure that you maintain antitrust compliance. From your pipeline strategy and business goals to team training and education, analyzing through an antitrust lens can help you avoid issues and efficiently secure a deal.In this episode of The Professor’s Corner, host Geoff Cockrell interviews Holden Brooks, Partner of McGuireWoods’ Antitrust, Trade, and Commercial Litigation Department, to discuss the best practices to manage antitrust risk in the healthcare space. As an expert in antitrust law, Holden details new developments and regulations to help prepare you for deals and avoid antitrust risk — no matter the size of your business. Featured GuestName: Holden BrooksWhat she does: Holden is a Partner of McGuireWoods’ Antitrust, Trade, and Commercial Litigation Department. Her practice focuses on mergers, complex litigation, civil and criminal enforcement, and counseling across industries with significant experience in the area of healthcare.Organization: McGuireWoodsWords of wisdom: “I think there are a lot of ways that providers can get in trouble in that market allocation area, because I think there's always a sense that they're professionals, that making decisions about who's going to do what is part of practicing medicine in a collaborative way. But the antitrust division really is looking at that in the same way they would in any other industry where there's an effort to reach agreement about how you're going to compete or not compete.”Connect: LinkedIn Notes From The Professor’s CornerTop takeaways from this episode★ There are common antitrust myths regarding smaller companies. The biggest risk for healthcare businesses — even smaller ones — entering into transactions is that they don’t know what they don’t know. There are specific state requirements and federal enforcements that have recently developed. For example, in Nevada, Washington, and Connecticut, there are state statutes and sophisticated Attorney General offices that can catch smaller transactions. Ultimately, a greater amount of smaller deals in the healthcare space are being scrutinized.★ Managing antitrust risk requires time in the pipeline stage. You can get great ROI if you’re smart about your pipeline, and this is the first step to help you manage risk. If you can create an acquisition strategy that doesn’t involve consolidation in anything within an antitrust-relevant market, then you can still harness the scale without incurring antitrust risk. ★ Certain behaviors can tie into criminal aspects of antitrust. Within the last couple of years, there have been multiple criminal cases brought against individual healthcare providers and corporate entities. These criminal behaviors include price fixing, dividing the market by geography, or dividing the market by drugs. Sometimes, people have no idea they’re executing criminal behaviors. So, it’s important to get educated and train your team to understand the guardrails. Episode Insights[01:19] The myth around antitrust issues: Holden explains why everyone needs to think about antitrust issues — not just big companies.[02:06] State and federal statutes: Holden discusses the recent changes in specific state and federal statutes and how they could affect small roll-up deals. [05:39] Managing antitrust risk: Spend more time in the pipeline stage and highlight the positive motivations behind a transaction.[08:42] Criminal aspects of antitrust: The different ways that individual healthcare providers and corporate entities can get in trouble.[12:27] Educating your people on antitrust topics: Holden details what investors and businesses should do to get educated, train their people, save time and money, and ultimately avoid liability. ContactConnect with us on Facebook, Twitter, Instagram, YouTube.Subscribe to The Professor’s Corner in your preferred podcast app so that you never miss an episode. This podcast was recorded and is being made available by McGuireWoods for informational purposes only. By accessing this podcast, you acknowledge that McGuireWoods makes no warranty, guarantee, or representation as to the accuracy or sufficiency of the information featured in the podcast. The views, information, or opinions expressed during this podcast series are solely those of the individuals involved and do not necessarily reflect those of McGuireWoods. This podcast should not be used as a substitute for competent legal advice from a licensed professional attorney in your state and should not be construed as an offer to make or consider any investment or course of action.


