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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Health

Date & Time
  • event Date

    Thursday, October 10, 2024

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$297.00
CLE
ALL

This CLE course will guide healthcare counsel on using representation and warranties insurance in healthcare transactions. The panel will examine when such insurance is appropriate, how it can be best utilized, and what should be covered. The panel will offer best practices for leveraging reps and warranties insurance in healthcare transactions.

Faculty

Curtis R. Hearn
Partner
Jones Walker, LLP

Mr. Hearn has served as co-lead of the firm’s Corporate Practice Group for 20 years. He has represented buyers and sellers in public and private transactions involving the acquisition of hospitals and hospital groups; purchase and sale of managed healthcare plans; and purchase of companies in ancillary healthcare services such as radiology and imaging. Mr. Hearn has also been lead counsel on complex healthcare joint ventures. He provides sophisticated guidance at the leading edge of emerging market and regulatory developments, with an emphasis on companies in the energy, healthcare, manufacturing, and logistics industries.

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Tony Chan
Partner
Orrick

Mr. Chan's practice focuses on advising companies and investors in the life sciences and tech sectors on strategic domestic and cross-border corporate transactions. He regularly advises clients on M&A, private equity, growth equity, and venture capital transactions, as well as on corporate governance, joint ventures, and corporate finance. His clients include global strategic buyers and sellers, as well as financial sponsors and their portfolio companies in the life science, healthcare, investment management, technology, and video game industries. Mr. Chan also serves as an adjunct professor at Georgetown Law School where he has taught Takeovers, Mergers and Acquisitions since 2015.

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Andrew M. Arthur
Attorney
Morgan, Lewis & Bockius LLP

Mr. Arthur represents public and private companies and institutional investors in a variety of corporate transactional matters, including mergers and acquisitions, commercial contracts, and corporate governance, across various industries including technology, telecommunications, and professional services companies. He leverages that experience to advise clients on real estate issues that arise in the course of corporate transactions.

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Description

As a heavily regulated industry subject to significant federal and state regulatory oversight, healthcare transactions come with unique risks. Those risks include fraud and abuse claims, allegations of privacy and security breaches, or licensure. Parties to healthcare transactions are turning to representation and warranty insurance to help minimize that risk.

Traditionally, part of the purchase price is held in escrow to protect the buyer from potential loss. When using rep and warranty insurance, a significant portion, if not all, of the liability risk shifts from the seller to the insurance company, thereby both providing the buyer with protection and allowing the seller to realize more of the purchase price at closing.

Healthcare counsel must be aware of when rep and warranty insurance is appropriate for the transaction and of the potential issues that can arise in structuring and negotiating coverage and exclusions.

Listen as our authoritative panel of healthcare counsel examines the role of rep and warranty insurance in healthcare transactions and when it is appropriate and when it isn't. The panel will also discuss the considerations the parties should weigh and the role of insurance coverage. The panel will look at examples of when the insurance has been beneficial and when it's been problematic. It will also offer best practices for leveraging rep and warranty insurance in healthcare transactions.

Outline

  1. Rep and warranty insurance in healthcare transactions
    • When is it appropriate?
    • How can it be utilized?
    • What should be covered?
  2. Principal considerations when determining to use rep and warranty insurance
  3. Best practices for structuring and negotiating rep and warranty insurance
    • Coverage
    • Exclusions

Benefits

The panel will review these and other key issues:

  • What potential benefits and pitfalls are associated with rep and warranty insurance in healthcare transactions?
  • How can rep and warranty insurance be used to mitigate risk and complete transactions?
  • What are some critical issues when negotiating rep and warranty insurance coverage and exclusions?