Health Care

Why Choose Us

In the fast-paced health care sector, you need attorneys who understand the unique challenges involved with operating in this highly regulated and competitive industry. Our attorneys are passionate about health law and work together as a team to ensure you achieve your overarching business objectives while simultaneously complying with the vast and continuously changing federal and state health care regulations. We leverage our regulatory experience and business acumen to plan for and promote your long-term success, helping you keep pace with changing laws, comply with current regulations, and achieve your underlying business goals.

Our advice to clients is grounded on our combined knowledge and experience with business law and the complex regulatory environment governing health care. On a daily basis, we provide clients with guidance on sophisticated and challenging business transactions, including mergers and acquisitions, investments, joint ventures, and more, and ensure they are structured in accordance with federal and state physician self-referral laws, anti-kickback laws, false claims laws, and other applicable regulations. With an in-depth understanding of these intricate laws, our team is able to advise you on these complex issues with clear explanation and guidance.

Who We Assist

Our team serves a wide range of clients including long-term care and behavioral health providers, hospitals, health systems, single and multispeciality physician groups, emergency and hospitalist staffing companies, billing companies, preferred provider organizations, management service organizations, physician hospital organizations, ancillary service providers, clinics, laboratories, pharmaceutical and durable medical equipment suppliers, and other entities in the health care field. We have special experience assisting clients in the long-term care and behavioral health space, including owners, operators, investors, and developers of skilled nursing, assisted living, and behavioral health facilities across the United States.

What We Do

We offer our clients full-service capabilities, helping you achieve your business goals in a way that remains compliant with regulatory requirements under state and federal law. Using our substantial experience and in-depth understanding of complex health care laws and business relationships, we provide a variety of services to address all our health care clients’ legal needs, including but not limited to:

  • Structuring all aspects of potential business transactions and relationships, such as joint ventures, mergers, acquisitions, and investments, including advising clients on equity and deal structuring, antitrust and HSR filings, and the regulatory impact of federal and state physician self-referral laws, anti-kickback laws, false claims laws, and other applicable guidelines
  • Negotiating, documenting, and closing senior and subordinated debt and equity financing transactions, including acquisition financing, refinancing transactions, complex equity raises, and HUD insured mortgage financing
  • Forming investment vehicles, preparing complex private placement offerings, and advising with respect to federal and state securities issues and compliance
  • Assisting with real estate matters arising in connection with health care facility acquisitions, divestitures, and leases, including drafting and negotiating purchase agreements and commercial leases
  • Providing counsel on a range of employment and labor challenges, including assisting clients seeking to acquire companies with a union workforce presence with employment and labor due diligence and successorship issues, as well as guiding clients post-closing by providing proactive employment and labor relations advice and counseling, negotiating collective bargaining agreements for unionized health care facilities, and defending unfair labor practice charges
  • Drafting and negotiating a variety of complex agreements, such as purchase contracts, operation transfer agreements, management agreements, operating and limited partnership agreements, employment agreements, shareholder agreements, personal service agreements, license agreements, distributorship agreements, and other corporate governance documents
  • Providing counsel regarding health care financing and investments, issues related to tax exemption, corporate governance, physician and executive compensation, medical device and vendor contracting, third-party payor contracts and reimbursement, managed care contracts, and restraint of trade issues
  • Advising with respect to HIPAA and other federal and state privacy rules, data security, EMTALA, and medical staff litigation and disputes
  • Providing counsel on health care payment and delivery reform, the Medicare Conditions of Participation, and other reimbursement issues, including audits, claim denials, reassignment issues, medical necessity determinations, and payor-contract negotiations
  • Developing effective compliance programs to prevent, detect, and remedy fraud and abuse

June 15, 2022 – Ulmer & Berne LLP is pleased to announce the addition of Daniel C. Utrata who joins as an Associate in the firm’s thriving Health Care Practice Group. Utrata joins Ulmer’s Cleveland office where he will focus his practice on the representation of clients operating in the...

Strategic hire reflects group’s full-service capabilities and growing client demand April 14, 2022 – Ulmer & Berne LLP is pleased to announce the addition of Michael L. Gurman as a Partner in the firm’s Health Care Practice Group. Gurman joins Ulmer’s New York office where he will continue his practice...

August 12, 2021 – Ulmer & Berne LLP announces today key leadership additions to its dynamic Health Care Practice Group with Partners Jennifer Lawry Adams and Daniel A. Gottesman serving as Co-Group Leaders and Raymond D. Seiler serving as Vice Group Leader. Ulmer’s elevation of Gottesman and Seiler as leaders...

April 27, 2021 – The U.S. Department of Health and Human Services (HHS) Office for Civil Rights in Action (OCR) is responsible for enforcement of HIPAA privacy and security regulations, and was recently made aware of fraudulent postcards being sent to health care organizations. While the “risk analysis” mentioned in...

The Centers for Medicare & Medicaid Services (CMS) and the Department of Health and Human Services Office of the Inspector General (OIG) issued two highly anticipated (and extensive) final rules to reform the Stark Law and Anti-Kickback Statute (AKS) regulations. These rule changes and clarifications are aimed at removing regulatory...

In an article from Bloomberg Law, Ulmer attorneys Daniel Gottesman and David Schweighoefer are quoted discussing the mounting coronavirus infections and deaths at U.S. nursing homes and the potential for law suits that could follow. According to the article, more than 10,000 nursing home residents and staff members have died...

In recent weeks, the U.S. Department of Justice has sharply increased scrutiny of owners and operators of long-term care facilities and nursing homes. On March 3, 2020, Attorney General William Barr announced the “DOJ’s National Nursing Home Initiative,” which will “coordinate and enhance civil and criminal efforts to pursue nursing...

Ulmer & Berne LLP is proud to announce the addition of Counsel David E. Schweighoefer to its Cleveland office where he joins the firm’s respected Health Care Practice Group. For the past 30 years, Schweighoefer has provided advice to a wide array of health care providers helping them achieve their overarching business...

Representative Experience

Our attorneys have extensive experience providing legal services to a wide variety of health care clients across the country on challenging and sophisticated matters. By way of illustration only, our attorneys have:

  • Organized physician practices, home health agencies, management service organizations, hospital physician practice subsidiaries and other health care providers and suppliers, which has included the preparation and negotiation of shareholder agreements, operating agreements, buy-sell agreements and related corporate documents.
  • Structured physician and other referral relationships in accordance with the complex layers of federal and state regulation, including the federal Stark law, Anti-Kickback law and state corporate practice of medicine and licensure requirements.
  • Conducted and closed significant private offerings for numerous health care businesses, including for example, skilled nursing and assisted living facilities, a cloud-based electronic medical record business, a cardiac output measuring business, a dental implant distributor, a physician owned hospital, an emergency room staffing business, ambulatory surgical centers, hospital co-management companies, research and development companies and pharmaceutical companies.
  • Represented clients to organize and negotiate significant cutting-edge population health joint ventures, co-management companies and physician multispecialty joint ventures.
  • Represented small and large physician practices in selling their respective private practices through stock, membership interest, asset or hybrid transactions to large nonprofit medical centers and to publically traded companies.
  • Represented physician practices and other health care businesses merging with large physician groups or other businesses, forming new subsidiaries and acquiring other physician practices and businesses.
  • Represented hospitals and health systems in the acquisition and divestiture of physician practices.
  • Served as corporate and regulatory counsel for large national health care providers operating under the “friendly-physician” practice model.
  • Assisted health care clients in obtaining venture capital and other private equity investments and senior and mezzanine bank financing.
  • Advised client regarding roll-up with a biotechnology startup and related portfolio development companies.
  • Negotiated a license agreement between a global biotechnology company and a therapeutics accelerator.
  • Prepared and negotiated manufacturing and distribution agreement for medical supply kits with multiple medical facilities.
  • Reviewed and negotiated numerous procurement contracts and real estate leases for hospital systems.
  • Represented client in donation of MRI and related business to a large non-profit health care system.
  • Provided health care regulatory and employment law compliance guidance to hospitals, health systems, physician practices, home health agencies, independent diagnostic testing facilities, laboratories, staffing companies, management companies and other health care providers and suppliers, including the preparation of policies and procedures and employee handbooks.
  • Organized and served as corporate and regulatory counsel for Medicare accountable care organizations (ACOs) and a physician organization.
  • Provided guidance to numerous health care clients regarding ambiguous and changing regulations under federal and private payor health care payment reform.
  • Provided HIPAA, HITECH, Red Flags Rule and related data privacy and security guidance to clients through the preparation of policies and procedures, day-to-day compliance advice, business associate and data sharing agreements, employee training materials and other forms.
  • Completed Medicare enrollment and change of information forms and assisted clients to resolve issues surrounding the same.
  • Provided guidance to health care providers and medical device companies regarding the Physician Payments Sunshine Act and other federal transparency and reporting initiatives.
  • Assisted physician practices and medical transportation businesses with Medicare billing audit defense.
  • Assisted ambulatory surgery center and home health clients in responding to and preparing for governmental and accreditation inspections and surveys.
  • Reviewed a professional employer organization agreement regarding outsourcing employees.
  • Negotiated complete abatement of Ohio Department of Taxation Commercial Activity Tax assessment with the Ohio Attorney General regarding a surgery center.
  • Developed stock appreciation rights plan for a group of emergency medicine physicians.
  • Advised a global respiratory care designer, manufacturer, and marketer regarding employment and personnel issues.
  • Reviewed and negotiated numerous employment agreements and executive severance agreements for health care clients.
  • Provided ERISA and other employee benefit guidance to hospitals, health systems and other businesses.
  • Provided employment law counsel and advice to a Greater Cleveland hospital system.
  • Represented medical practices in a contractual dispute relating to the performance of and payment for billing services.
  • Represented a clinical diagnostic testing and disease management company in restrictive covenant litigation.
  • Represented a Northeast Ohio hospital in litigating Certificate of Need issues.
  • Represented retail and compounding pharmacies in the acquisition and divestiture of pharmacy businesses and assets.
  • Defended Medicaid fraud in a grand jury investigation against a dental practice, successfully obtaining a declination letter.
  • Defended physicians, dental practices and pharmacies in state licensing board actions.
  • Defended a private clinic in an investigation by the Ohio Department of Insurance.