Corporate & Transactional Matters

Informed by the complex regulatory and economic environment in which health care organizations operate — and drawing on the resources and expertise of Sonnenschein's large and sophisticated Corporate, Antitrust, Taxation,  Employee Benefits and Executive Compensation and other practice groups—the Health Care Group furnishes the full range of corporate and transactional services to Sonnenschein's health care industry clients.  For example:

• Firm attorneys handle mergers, divestitures, stock and asset acquisitions, affiliations, joint operating agreements and joint ventures on behalf of a wide variety of health care organizations.
• Sonnenschein attorneys advise on the development of multi-hospital networks, health systems, physician-hospital organizations, management services organizations, independent practice associations and foundations.
• Sonnenschein represents networks, individual hospitals and physicians joining in the integration and affiliation process.
• Firm attorneys advise clients on general corporate governance and contracting issues, conflict of interest policies, managed care contracting, employment agreements, independent contractor relationships and management services agreements.
• Sonnenschein represents vendors and customers in the structuring, documentation, evaluation and negotiation of complex outsourcing arrangements.  Our experience ranges from information technology, information services and telecommunications services arrangements to the outsourcing of general business functions, including benefits plan management, real estate management and billing, collections and accounts receivable management.

Representative Engagements

• Sonnenschein attorneys represented the world's largest provider of kidney dialysis services and products in its multibillion-dollar acquisition of a U.S.-based provider of dialysis services, and related FTC mandated divestitures.
• Our attorneys represented an academic medical center in connection with the development of a research park and a proposed asset sale of a university hospital and clinical facilities to a for-profit hospital chain.
• We regularly represent private equity and venture capital firms in connection with acquisitions and dispositions of portfolio companies in the healthcare industry.
• On behalf of an academic medical center, Sonnenschein attorneys provided legal services in connection with the sale of a health maintenance organization jointly owned by a hospital and a medical school to a national health plan.
• In a first-of-its-kind transaction, a multidisciplinary team of Sonnenschein attorneys represented a university and a non-profit consortium of universities in connection with the construction of a 1,750-bed student dormitory and multiuse facility in Chicago.  This representation included structuring and forming the consortium, negotiating a redevelopment agreement with the City of Chicago, obtaining the necessary public approvals and required tax exemption and handling related federal income tax matters and the issuance of $150 million in tax-exempt bonds.
• Through the Illinois Health Facilities Authority, Sonnenschein attorneys have served as counsel to a hospital, medical center and health plan in connection with a series of publicly and privately issued bonds, totaling approximately $100 million, for improvements to existing structures and the development of new facilities.
• We represented the stockholders of a specialty group purchasing organization (GPO) in connection with the sale of that organization to a buying group of private equity firms.
• We have represented a national pharmacy chain in connection with acquisition activities in the specialty pharmacy market.
• On behalf of a large community hospital, Sonnenschein attorneys developed and implemented an affiliation with another community hospital in the state, designing a unique structure that balanced the need for continued local hospital influence with the benefits of regional system integration.
• Sonnenschein attorneys represented a non-profit hospital in the development of a joint venture heart hospital with approximately 75 local cardiologists and cardiovascular surgeons.
• The firm advised a large community hospital with respect to its affiliation with a regional healthcare system, including as to the structure of the system's future capital and building commitments.
• Sonnenschein attorneys assisted a trade association of hospitals and health systems in revising its corporate governance policies to reflect the principles of corporate responsibility set forth in the Sarbanes-Oxley Act of 2002, including the development of a Code of Ethics for senior financial personnel and a whistleblower protocol.
• Sonnenschein assisted a teaching hospital in restructuring its cardiovascular surgery program, which involved recruiting a nationally recognized cardiovascular surgeon to assume the role of chair of the newly created cardiovascular services department and negotiating and drafting the medical director agreement, professional services agreement and other ancillary agreements between the surgeon, his professional corporation and the hospital.
• Sonnenschein attorneys represented a teaching hospital in a joint venture with oncologists to form a limited liability company to purchase PET/CT scanners, linear accelerators and other equipment used in the diagnosis and treatment of cancer and to lease that equipment to the hospital for use in its cancer center.
• The firm represented a group of hospitals in connection with the restructuring of their existing senior and subordinated debt agreements and negotiation of a new health care receivables purchase facility.
• Sonnenschein has served as primary intellectual property counsel for a large teaching hospital and its foundation, providing patent preparation and prosecution, litigation and licensing services.