Getting It Done: Tips for Health-Care Transactions


Keen preparation, astute due diligence and earnest negotiation are key to getting the health-care deal you want, three experienced deal attorneys told a Bloomberg Law webinar audience this week.

The three offered stellar advice. “Stay organized” may seem like a simple concept, but, as explained by Brett Friedman of Ropes & Gray in New York, it encompasses identifying and listing the various players, assigning responsibilities and scheduling deadlines. Preparation can set the tone for negotiating the deal.

Due diligence is all about identifying risks and developing strategies to minimize them, according to Michael B. Lampert of Ropes & Gray in Boston. Something many people probably don’t think about, but that can be instructive, is self- or reverse-diligence, he said. The seller’s candid examination of itself can build both parties’ confidence that the deal will go through without any big surprises.

Crucial deal documents, like confidentiality agreements and the final definitive contract require careful drafting, John O. Chesley, a partner in Ropes & Gray's San Francisco office, added. The confidentiality agreement is a “proxy for the deal” that gives each party a fairly clear picture of how the other means to go on, while the final agreement sets pivotal terms, like the compensation to be exchanged and which party will pay if the seller’s pre-deal conduct leads to post-deal liability.

Health-care deal activity is proceeding at a rapid pace, and many health-care organizations are looking to close a deal quickly and effectively. The message I heard was that moving carefully through the transaction process can go a long way to ensuring the deal is a success.

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