In a fast-changing U.S. health care environment, Health Care Mergers and Acquisitions Answer Book 2014 provides the reader with a road map of how general M&A principles apply to transactions in the health care sector. Organized into four parts, it includes practical advice on how to address the various industry-specific issues arising in health care acquisitions: Part I: Structuring Health Care Transactions, focuses on the various legal and practical areas that can have an impact on the structure of a health care M&A transaction, including provisions relating to purchase price, as well as regulatory, antitrust, financing, and tax and accounting considerations. Part II: Due Diligence, discusses the regulatory and compliance issues arising in health care transactions, including compliance with the federal and state health care fraud and abuse laws, Medicare and Medicaid rules, HIPAA and other health care regulations, as well as other topics, such as intellectual property rights, material contracts, and product liability and medical malpractice claims. Part III: Transaction Documentation, analyzes the principal elements of a purchase agreement for a health care transaction, including industry-specific representations and warranties, pre- and post-closing covenants, closing conditions and indemnification provisions typically found in health care acquisition agreements. Part IV: Special Topics in Health Care M&A, covers special issues arising in acquisitions of U.S. companies by non-U.S. buyers, as well as an overview of health care M&A transactions in France, Germany and Russia. Health Care Mergers and Acquisitions Answer Book 2014 analyzes examples from recent health care transactions, and provides practice tips on what to look out for and how to avoid the various pitfalls that may be encountered while working on health care transactions. It covers deal-making involving pharmaceutical and biotech companies, hospitals, health insurers and other participants of the health care sector. In addition to transactions involving outright acquisitions of health care companies, Health Care Mergers and Acquisitions Answer Book 2014 reviews alternative structures used in health care M&A transactions, such as: joint ventures - strategic alliances - product and portfolio acquisitions - option transactions, and - licensing and collaboration agreements.

The health care industry continues to undergo unprecedented consolidation. Health care providers and payors alike have pursued a wide variety of integrative strategies to achieve efficiencies or other business advantages. The Health Care Mergers and Acquisitions Handbook is designed to educate the practitioner about the antitrust analysis of mergers and acquisitions within the health care industry. Over the past two decades there has been an extraordinary amount of litigation related to challenges of hospital mergers. Each chapter identifies and analyzes important antitrust issues governing such consolidations. Accordingly, the first several chapters are devoted to a detailed treatment of substantive issues peculiar to such mergers: an introduction to hospital merger litigation, describing trends in litigation and the way in which such mergers are analyzed; issues unique to market definition, including product market definition and geographic market definition; the competitive effects of hospital mergers, assessing the evidence necessary to establish a prima facie case in a merger challenge and the rebuttal arguments offered by merging parties; a unique rebuttal argument offered by merging hospitals that is treated separately due to its prominent role in hospital merger litigation - the role and significance of efficiencies in determining the competitive merits of such mergers; the potential applicability of the state action doctrine to hospital mergers. In addition to a substantive treatment of hospital mergers, the Handbook also addresses; combinations of health care management organizations (HMOs) and physician practice groups; the analysis used by the enforcement agencies when reviewing mergers of HMOs; antitrust issues posed by physician practice consolidations. The appendix contains a chart summarizing litigated hospital mergers.--

M&A activity in the health care industry is at its highest level since the 1980s. Organized into four parts, this guide includes practical advice on how to address the various industry-specific issues arising in health care acquisitions.