Healthcare Clients and Representative Matters
Effectively and appropriately representing clients in the health care industry requires a special set of skills, knowledge and experience that is rare to find in a single lawyer.
Very talented attorneys who are unfamiliar with the complex and often strictly enforced overlay of federal, state and local regulations and ethical requirements impacting healthcare providers run the risk of overlooking critical issues that can expose their clients to serious risks of violating laws that can have dramatically adverse consequences. This is especially true because many otherwise common business practices are prohibited in the healthcare industry and many activities require licensure. Moreover, how providers are compensated in the health care industry is unlike any traditional business. For example, healthcare providers receive different payment amounts for exactly the same services or procedures depending on who is paying for it, the credentials and legal form of the healthcare provider, where the services are rendered, and the circumstances under which the need for the healthcare services arose. Without a strong understanding of these factors that are core to any transaction in the healthcare industry, even the highest quality attorney may fail to properly represent his or her client. Mr. Bogen has focused more than seventy percent of his time over the last twenty-five years representing healthcare clients over a very wide range of matters, including mergers and acquisitions, employment arrangements, sophisticated contractual arrangements, financing arrangements, real estate matters, business formation and governance, responses to government investigations and actions, and more. As a result, he has in-depth knowledge and experience with the laws, customs and practices of the healthcare industry.
Attorneys who are well-versed in healthcare regulatory matters may be well-qualified to advise clients in the healthcare industry as to how to comply with the enormous body of laws and regulations that govern nearly aspect of everything they do. Nonetheless, many of these attorneys do not have the skills or experience to negotiate deals, communicate effectively and practically with the stakeholders in the healthcare client or to represent their clients in matters outside the purview of their regulatory affairs. Mr. Bogen is extremely knowledgeable regarding the myriad requirements that are special to healthcare providers and at the same time, he has the skill set to represent the clients in all of the matters of importance to them. In the rare circumstance where a regulatory matter requires a very deep dive, he has a strong network of attorneys who specialize in these matters who he can effectively access on the discrete matters for which their assistance is necessary.
In short, Mr. Bogen is one of those rare lawyers who has the skill set, regulatory background and understanding of the way the healthcare industry works to efficiently and effectively represent healthcare clients for nearly all of their needs. See a full range of the types of clients and matters that Mr. Bogen has and continues to handle in the healthcare industry.
Healthcare Clients
Mr. Bogen represents the entire spectrum of healthcare providers, including:
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Dentists
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Physicians
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Individual
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Cardiologists
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Dermatologists
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Endocrinologists
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Gastroenterologists
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Gynecologists and Obstetricians
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Nephrologists
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Ophthalmologists
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Otolaryngologists/Plastic Surgeons
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Pediatricians
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Primary Care (internists/family care) Physicians
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Psychiatrists
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Radiation Oncologists
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Radiologists
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Rheumatologists
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Surgeons
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Urologists
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Multi-Specialty Physician Practices
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Single Specialty Medical Practices
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Hospitals
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Skilled Nursing Facilities
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Assisted Living Centers
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Ambulatory Surgery Centers
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Contract Rehab Businesses
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Durable Medical Equipment Companies
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Home Healthcare Companies
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Hospices
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Mobile X-Ray Companies
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IVF Clinics
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Independent Practice Associations
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Accountable Care Organizations
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Healthcare Management Companies
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Concierge Medical Practice Service Companies
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Blood and Other Specimen Collection Companies
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Lithotripsy Partnerships
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Medical Device Suppliers
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Institutional Pharmacies
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Health and Wellness Coaching Companies
Employment Arrangements
During the last 5 years, Mr. Bogen has successfully represented more than 30 individual healthcare practitioners, including physicians, dentists and others in connection with negotiating their employment and independent contractor arrangements with hospital systems, independent hospitals, large multi-specialty medical practices, small independent medical practices, community health clinics and urgent care centers.
At the same time, Mr. Bogen has effectively represented numerous hospitals and medical practices with respect to employing and engaging numerous physicians, dentists and other practitioners, including locum tenens relationships and part-time independent contractor relationships. Mr. Bogen has also created template employment, independent contractor, term sheets, and terms and conditions for customizing and regular usage by such clients. Mr. Bogen represents executives and Boards (Directors, Trustees, Managers) with respect to Senior Management Employment Arrangements.
Negotiations have included critical aspects of such arrangements including RVU, collections-based, and other compensation systems, including bonus structures, lengths of term, renewal, and termination provisions, restrictive covenants, and responsibilities. Because he has negotiated so many of these arrangements on both sides of the table, he is able to quickly advise his clients what issues are likely negotiable, how hard to push on them, and what issues are likely to be “lost causes” that will be a waste of time (and legal fees) to pursue. He also knows many of the important players in the market and how to navigate their approval processes. As noted below, because he represents numerous clients in employment/independent contractor arrangement disputes, he understands and can relate the implications of the various provisions in the contracts that can be significant if such a dispute arises.
Separation / Severance Arrangements
Mr. Bogen advises clients, on both sides of the table, employees and independent contractors on the one hand, and employers and contracting companies, on the other hand, with respect to amicable and contested terminations and related separation and severance arrangements. The advice he renders is practical and designed to reach a fair resolution and avoid litigation which is costly and time-consuming for all parties. In many instances, he understands that winning litigation in these matters can often result in a pyrrhic victory since the cost in terms of legal fees and expenses and resources can far outweigh the amount in dispute. Nonetheless, in some circumstances, he recognizes that litigation is the only viable course, especially if the governing documents include provisions for reimbursing legal fees if his client prevails. In that regard, he has overseen a number of litigations over separation/termination disputes.
Government / Third-Party Payor Investigations and Audits
Mr. Bogen has assisted healthcare providers with responding to audits and investigations by third party payors, government agencies and federal and state prosecutors, including the US Attorneys’ Office, State Attorneys General Offices, Office of Professional Misconduct, and fraud control units. While Mr. Bogen is not a litigator or white-collar defense attorney, because of their faith in Mr. Bogen’s judgment and negotiating skills, his clients often insist that he play a central role in these matters. He has been instrumental in fashioning and then implementing corporate integrity agreements and compliance plans.
Formation and Operation of Healthcare Businesses
Mr. Bogen advises physicians and dentists and other healthcare practitioners and entities, including hospitals and ambulatory surgery centers on all aspects of the formation of medical, dental and other healthcare practices and businesses, including advice on the form of entity, such as a professional corporation or professional limited liability company or Article 28 Facility (in New York), for the business. He then forms the entities and assists in obtaining necessary governmental approvals, including in some instances, Certificates of Need (CONs). When multiple parties will participate in the practice or other healthcare business, he guides them to reaching agreement, expressed in bylaws, an operating agreement, shareholders agreement or other governing documents, on control and governance, liquidity and transfer of equity, restrictive covenants, compensation issues and other matters necessary to define the contours of the arrangements and relationships among the participants. He also helps negotiate leases and other important contracts with outside parties. Once formed, most clients continue to retain Mr. Bogen as their outside general counsel for all legal issues that arise.
Concierge Practices
Mr. Bogen has represented a number of primary care physicians in connection with converting their traditional medical practices into concierge or membership model practices. In 2020, he became General Counsel to Castle Connelly Private Health Partners, LLC, which is one of the leading companies that works with physicians to convert their traditional medical practices into concierge medicine practices and then provides support services and enhancements to such practices and their patient-members.
Purchases and Sales of Healthcare Practices and Businesses
Mr. Bogen regularly represents buyers and sellers of medical and dental practices. Over the last 5 years he has closed more than 25 such transactions. He has also navigated many other healthcare businesses, including skilled nursing facilities, contract rehab businesses, hospitals and ambulatory surgery centers, through complicated purchase and sale transactions. These deals include negotiating and drafting purchase price provisions that may include seller or outside financing, restrictive covenants, continuing employment or consulting arrangements, transition issues, including issues relating to credentialing, closing conditions, representations, warranties and indemnifications. There are often regulatory issues to be considered in terms of pricing and successor liability. He also assists with due diligence reviews of various aspects of the practice or other healthcare business. Mr. Bogen’s approach to purchase and sale transactions is to encourage the parties to focus on big picture items to avoid wasting time and efforts on matters that will likely be of little “real world” consequence, and to be transparent and reasonable to create the trust necessary to get to a closing and thereafter to facilitate a positive relationship between the parties that will result in cooperation (in lieu of litigation) if unanticipated issues arise. This approach is accompanied by Mr. Bogen’s ability to strongly advocate for his clients, and to stand firm without creating drama, on matters of importance to them.
Management Contracts, Leases, Financing and Other Transactions
Mr. Bogen regularly represents buyers and sellers of medical and dental practices. Over the last 5 years he has closed more than 25 such transactions. These deals include negotiating and drafting purchase price provisions that may include seller or outside financing, restrictive covenants, continuing employment or consulting arrangements, transition issues, including issues relating to credentialing, closing conditions, representations, warranties and indemnifications. There are often regulatory issues to be considered in terms of pricing and successor liability. He also assists with due diligence reviews of various aspects of the practice or other healthcare business. Mr. Bogen’s approach to purchase and sale transactions is to encourage the parties to focus on big picture items to avoid wasting time and efforts on matters that will likely be of little “real world” consequence, and to be transparent and reasonable to create the trust necessary to get to a closing and thereafter to facilitate a positive relationship between the parties that will result in cooperation (in lieu of litigation) if unanticipated issues arise. This approach is accompanied by Mr. Bogen’s ability to strongly advocate for his clients, and to stand firm without creating drama, on matters of importance to them.