Practices: Joint Ventures and Affiliations

Joint venture affiliations between healthcare organizations and physicians are essential to the cost-effective delivery of healthcare services. Whether your interest in such an affiliation involves forming new service lines, facilities, shared management or other ventures, you need help both with structuring the venture itself, and ensuring that it meets all antitrust and other regulatory requirements. That means you need a law firm with an understanding of all the business, cultural and legal issues involved in creating a joint venture.

Comprehensive Help

Ungaretti & Harris has provided this kind of comprehensive help to numerous affiliations. We represent both hospitals and physicians with wide-ranging assistance that blends our firms corporate and tax skills with a special focus on the regulatory needs of joint venture parties and their affiliates. No matter what the practice focus of your joint venture arrangement – rehabilitation, oncology, cardiology, neurosurgery, even fitness and wellness programs – you receive creative and customized solutions that lay the foundation for future venture success.

Joint Venture Structure

Beyond the legal details of a joint venture, hospitals and physicians each benefit from our ability to help them identify common goals, build trust and cooperation, and create a unifying culture. Your objective is to get the venture organized and operational as smoothly as possible, and we work in close partnership with all parties to get the job done. That includes negotiating effective memoranda of understanding between the affiliating parties, documenting all necessary operational considerations, and ensuring that tax, reimbursement, financing and information system matters are properly addressed and integrated.

Antitrust Concerns

Because a joint venture is in effect a “virtual merger,” you will benefit from our ability to ensure that you comply with all antitrust requirements and related fraud and abuse enforcement and regulation. That includes counseling on state certificate of need reviews and federal scrutiny to guard against price-fixing and anticompetitive practices. You’ll get advice on the proper structuring of group purchasing arrangements, counsel on exclusive dealing and tying arrangements, guidance on pricing, and answers to questions on division of markets.

Ambulatory Surgical Treatment Centers (ASTCs)

Nationwide hospitals and groups of physicians are looking to establish ASTCs. Some states require a certificate of need to justify the venture. These ventures also implicate fraud and abuse and self referral laws. If you are looking to structure an ASTC, rely on our lawyers to address these issues. We have been involved in numerous ASTC ventures.

Advanced Technology Ventures

Hospitals and physicians interested in joint ventures to secure access to advanced medical technology can benefit from our experience. Hospitals and physicians are often interested in a joint working relationship focused on such technology, including Gamma Knife® surgical centers (using Gamma Knife® radiation technology and software for treatment of brain tumors) and Magnetic Resonance Imaging (MRI) diagnostic centers. Ungaretti & Harris can help establish joint financing and ownership arrangements for access to such expensive and specialized technology.

Comprehensive Experience

One of the most important considerations in selecting joint venture counsel is the firm’s familiarity and experience with numerous joint venture models, including more complex and innovative arrangements. We cover the gamut, from simple management contractual joint venture arrangements to complex hospital-physician joint ventures involving participating bonds as part of a tax exempt financing of a new hospital or ASTC, combining the talents of our healthcare and public finance attorneys. More recent joint venture projects include:

• Hospital-Physician Gamma Knife® and other Stereotactic Radiosurgery Program Joint Ventures.
• Hospital-Physician Neurosurgery, Cardiology, Bariatric and other Centers of Excellence.
• Radiation Oncology Service Line Joint Ventures.
• MRI and CT Hospital-Physician Joint Ventures.
• Angiology Clinic Hospital-Specialty Provider Joint Venture.
• Rehabilitation Hospital Joint Ventures involving General and Specialty Hospitals.
• Psychiatric Hospital Collaborative Initiatives.
• Formation and Dissolution of IPAs, PHOs and MCOs.
• Hospital-International Corporation MEG Program Joint Venture. 
• Hospital-Physician Single and Multi-Specialty Ambulatory Surgery Center Joint Ventures.
• Physician Single and Multi-Specialty Ambulatory Surgery Center Joint Ventures.
• Participating Bond Transactions involving Hospitals and Physician Tax-Exempt Bond Holders.
• Specialty Services Collaborative Arrangements between Hospitals and Specialty Providers.
• Bariatric (Lap-Band) Surgery Center Joint Venture (Including COE Collaboration).
• Sleep Lab Joint Ventures involving Specialty Chain, Hospitals and Physicians.
• Collaborative Initiatives Involving FQHCs and Hospitals.

Right Framework

Successful joint ventures are all about establishing the right framework – organizational, cultural, clinical and financial. Your chances of success are greatly enhanced by working with a legal team that understands the business and healthcare concerns of all venture parties, and incorporates them into the venture framework. That’s the kind of help you get from Ungaretti & Harris.