Practice Areas

Health Care: Institutional Providers and Payers

Our special areas of experience include:

Formation of Multiprovider Systems, Integrated Delivery Networks and Other Provider Combinations

We have assisted clients ranging from primary care, rural networks to multiprovider, multistate systems operating in large metropolitan areas in developing and implementing vertical and horizontal integration strategies. These include clinical integration and the formation of various forms of physician-hospital organizations. We also have helped health care professionals evaluate and develop various group practice and affiliation options. Our attorneys have unique experience in developing governance and business models that meet the special demands of New York law.

Examples of some of the networks we formed or had a substantial role in forming:

  • Capital District Physicians' Health Plan
  • Catholic Health Services of Long Island
  • Catholic Health System of Western New York (now a part of Catholic Health East)
  • Daughters of Charity Health System-Northeast Region (now a part of Ascension Health)
  • Eastern Mercy Health System (now Catholic Health East)
  • Greater Rochester Independent Practice Association
  • Long Island Health Network
  • St. Peter's Health Care Services
  • Saratoga Family Physicians
  • Seton Health System (now a part of Ascension Health)
  • Trudeau Health System
  • ViaHealth PPO

Health Insurance and Third-Party Payers

We are general counsel to a 300,000-plus member HMO, a 2000-plus member physician IPA and PPO, and several specialty IPAs. We have handled many complex contracting issues on behalf of payers and providers and have helped our clients develop direct contracting strategies with self-insured groups.

Corporate and Regulatory Compliance

We address a full range of compliance issues, from preparing compliance plans, to directing internal audits, to defending investigations and enforcement proceedings. We carefully follow and monitor federal and state investigatory and prosecutorial initiatives.

Our attorneys stay current with the most recent developments in fraud and abuse, "Stark" anti-referral rules, Medicare and Medicaid reimbursement, accreditation standards, HIPAA, EMTALA, and intermediate sanctions.

We counsel clients in areas of heightened exposure, and are often called upon to defend regulatory enforcement proceedings that can threaten licenses, operating certificates, and reimbursement.

Mergers, Acquisitions and Sales

We have significant experience in the merger, acquisition and sale of health care-related businesses, including both for-profit and non-profit entities. These transactions include asset sales, stock sales, mergers and consolidations. We have guided many clients through due diligence review, focusing attention on important areas of exposure, while controlling the cost and length of the process in a manner that reflects the nature of the transaction. Some of these transactions have occurred as the result of the purchase of assets through proceedings in bankruptcy court. In the health care context, many of these transactions also have involved representation of our clients in connection with related Certificate of Need applications, tax-exempt bond financing, the acquisition or sale of real estate, and the construction of new facilities.

Health care-related acquisitions and sales in which we have represented either the buyer or the seller include the following (all are a matter of public record):

  • Adirondack Medical Center's acquisition of the Uihlein Mercy Nursing Home and the Mercy Healthcare Center nursing home in 2006
  • Capital District Physicians' Health Plan's acquisition of Community Health Plan (Kaiser Permanente) in 1999
  • Capital District Physicians' Health Plan's acquisition of APA Partners, Inc. and Claimtech, Inc. in 2004
  • Catholic Health Services of Long Island's joint venture with Winthrop-South Nassau University Health System to acquire The Long Island Home psychiatric hospital and nursing home in 1998
  • Catholic Health Services of Long Island's joint venture with Winthrop-South Nassau University Health System to acquire New Island Hospital in 1999
  • Catholic Health Services of Long Island's acquisition of St. Catherine of Siena Medical Center in 2000
  • Catholic Health Services of Long Island's sale of its ambulance company in 2004
  • Elant, Inc.'s acquisition of Briarwood Manor nursing home and adult home in 2005
  • Elant, Inc.'s rental and operation of the Tuxedo Place assisted living and senior housing complex in 2005
  • Elant, Inc.'s acquisition of Fishkill Health Related Center and Hudson Haven Care Center in 2006
  • Elant, Inc.'s sale of Erie Station adult home in Middletown
  • The Long Island Home management buyout in 2004
  • St. Luke's Cornwall Hospital and Radiology Associates, P.C. - Establishment of Airport Imaging, LLC d/b/a Hudson Valley Imaging, in 2003
  • St. Peter's Hospice merger with Capital District Hospice (now known as The Community Hospice) in 1997
  • Saratoga Care's acquisition of Benedict Community Health Center in 1996
  • Seton Health System's acquisition of the nursing home building occupied by Schuyler Ridge Residential Healthcare
  • Seton Health System and Samaritan Hospital's establishment of Rensselaer Regional Heart Institute, LLC, to obtain a joint license to operate a cardiac catheterization laboratory in 2005

Conventional and Exempt Financing

We represent clients in connection with conventional and tax-exempt financing involving the Dormitory Authority of the State of New York, HUD, private bond insurers and banks. These transactions range from routine lines of credit to complex obligated group financings involving hundreds of millions of dollars. Since the firm's inception in 1991, the amount financed in these transactions totals almost one billion dollars.

We have substantial experience in forming and counseling interstate and intrastate obligated financing arrangements. We formed the first multi-state financing group in New York. The rules in this area are complex and present significant risks. We are often called in as special counsel to structure these transactions or to restructure existing arrangements that do not meet regulatory requirements.

A representative list of these financings can be found below (all are a matter of public record):

  • Adirondack Medical Center Project - Franklin County IDA ($10 million)
  • Catholic Health Services of Long Island Obligated Group ($257 million)
  • Catholic Health Services of Long Island Obligated Group, St. Francis Hospital Project ($100 million)
  • Catholic Health Services of Long Island Obligated Group, Series 2000A (St. Catherine of Siena Medical Center) and Series 2000B (Siena Village) ($107 million)
  • Catholic Health Services of Long Island, TELP Financing for Computer System Integration ($44 million)
  • Catholic Health Services of Long Island, TELP Financing for System Medical Equipment ($12 million)
  • The Long Island Home/Catholic Health Services of Long Island/Winthrop South Nassau Health System Project - Town of Babylon IDA, Series 2000A and Series 2000B ($34 million)
  • Frances Schervier Home and Hospital ($51 million)
  • Health Quest System, Inc. Obligated Group, DASNY Revenue Bonds, Series 2007A, Series 2007B and Series 2007C ($65 million)
  • New Island Hospital, DASNY Tax Exempt Revenue Bonds Series 1999A and Series 1999B ($48 million)
  • St. Catherine of Siena Medical Center, Taxable Revenue Bonds ($35 million)
  • Saratoga Hospital Obligated Group – Saratoga County IDA Revenue Bonds Series 2004A and 2004B ($12 million)
  • Saratoga Hospital Obligated Group – Saratoga County IDA Revenue Bonds Series 2007A and 2007B ($34 million)
  • St. Peter's Hospital – City of Albany Industrial Development Agency Revenue Bonds Series 2008A, 2008B, 2008C, 2008D and 2008E ($229 million)

Antitrust

We regularly advise and represent our clients concerning state and federal antitrust laws, including investigations and claims initiated by government agencies (the Antitrust Division of the U.S. Department of Justice, the Federal Trade Commission, and the Antitrust Bureau of the New York State Attorney General's Office) and the defense and prosecution of private claims.

One of our first engagements in the antitrust area involved the defense of St. Peter's Hospital against alleged violations of the Robinson-Patman Act brought by local pharmaceutical retailers. The matter was concluded based upon a favorable advisory opinion we obtained from the FTC (89 FTC 689).

More recently, we have represented health care providers in connection with the antitrust rules that apply to their collaborative efforts. These issues require the analysis and management of facts that could lead to either per se or rule-of-reason treatment under Section 1 of the Sherman Act.

We often have represented and advised clients with regard to the joint DOJ/FTC guidelines published in August 1996 (Statements of Antitrust Enforcement Policy in Health Care Issued by the U.S. Department of Justice and the Federal Trade Commission) (the "Guidelines") as they relate to a variety of transactions, including the operation of co-ops, the use of wage survey information (including the application of the relevant safe harbor), and whether the integration of the business of health care providers is sufficient to permit joint contracting under the applicable "at risk" and/or "clinical integration" guidelines that permit such collaborative efforts under a rule-of-reason standard.

Our representations also regularly require us to apply federal and state antitrust laws in such areas as the enforcement of exclusive contracts (for example, we have represented hospital clients regarding efforts by the American Red Cross to enforce exclusive contract provisions for blood bank services), group boycotts, collective refusals to deal, and, most frequently, price-fixing. We also are representing hospitals and IPAs in connection with a variety of issues in which associations of physicians and other providers seek to deal with IPAs, HMOs and/or hospitals on a collaborative basis.

We played a substantial role in the formation of the Long Island Health Network, which is the first collaborative effort among hospitals based upon the clinical integration strategy described in Statement 8 of the Guidelines. We participated in the defense of the network against investigations by the Antitrust Bureau of the New York Attorney General's office. The investigation was eventually closed without any claim being filed.

We participated in the representation of a large independent practice association before the Federal Trade Commission in support of its request for an advisory opinion concerning whether its clinical integration plan was sufficient to allow collective negotiation among its members.

Providers of Special Health Care Services

For many years we have represented providers who offer special health care services to specific patient populations, such as substance abuse rehabilitation, mental health counseling, and services for the developmentally disabled and mentally challenged. We have represented our clients before all the state agencies having jurisdiction over such services: the New York State Office of Alcoholism and Substance Abuse Services (OASAS), the New York State Office of Mental Health (OMH), and the New York State Office of Mental Retardation and Developmental Disabilities (OMRDD).

Regulatory Issues

ICRH has worked for many years with the New York State Department of Health, the Centers for Medicaid and Medicare Services, and other regulatory agencies with jurisdiction over health care providers. We have successfully represented clients before these agencies on a wide range of regulatory issues. Our attorneys are experienced in all regulatory matters confronting health care providers, including certificate of need review, Medicare and Medicaid conditions of participation, and third-party reimbursement.

Catholic Health Care Providers

Our attorneys represent numerous Catholic health care providers, including those participating in multi-provider health care systems. We have substantial experience in managing and solving problems involving the interrelationship of the Canon Law of the Roman Catholic Church with the civil law of the State of New York. We are also experienced in addressing the challenging issues that arise when providers sponsored by the Catholic Church joint venture with non-Catholic organizations.

Joint Ventures

We have helped create a variety of workable joint venture relationships, while minimizing risks in the areas of Medicare/Medicaid fraud and abuse, provider self referral, antitrust and tax exemption.

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