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Primary Care Providers Win Challenge of CMS Interpretation of Enhanced Payment Law

With the help and support of the Tennessee Medical Association, 21 Tennessee physicians of underserved communities joined together and retained Bass, Berry & Sims to file suit against the Centers for Medicare & Medicaid Services to stop improper collection efforts. Our team, led by David King, was successful in halting efforts to recoup TennCare payments that were used legitimately to expand services in communities that needed them. Read more

Tennessee Medical Association & Bass, Berry & Sims

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Healthcare Transactions: Year in Review 2018Last year, CVS Health Corp. (NYSE: CVS) announced it would purchase health insurer Aetna Inc. (NYSE: AET) for $67.5 billion, a transaction that would be one of the biggest healthcare mergers in the past decade. The transaction raises an intriguing question: is this the beginning of a transformational shift in healthcare?

Recently, members of our healthcare group authored the Healthcare Transactions: Year in Review outlining 2017 M&A activity and drivers in the following hot healthcare sectors:

• Managed Care
• Hospitals
• Post-Acute Care—Home Health & Hospice
• Ambulatory Surgery Centers (ASCs)
• Healthcare Information Technology (HIT)
• Behavioral Health
• Physician Practice Management

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Labor Talk Blog: Successor Liability in "Asset Deal" Extends to Wage/Hour Liability

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April 11, 2013

The Seventh Circuit recently held that a purchaser in an "asset deal" of a business in receivership was found to be a successor employer for the purposes of a $500,000 wage/hour settlement. The liability was imposed on the purchaser even though the contract formalizing the asset deal expressly excluded that liability. Teed v. Thomas & Betts Power Solutions, LLC. Found here.

Savvy deal attorneys have long been aware of the "successor employer" doctrine as it relates to unionized employers. This doctrine means that even in an "asset deal," Newco likely will be subject to a duty to bargain with the incumbent union at the very least. The Seventh Circuit has applied that same "federal common law doctrine" to a wage/hour settlement. In this instance, Newco knew of the wage/hour settlement, had expressly excluded that liability in the purchase documents, but yet acquired an ongoing business (albeit in receivership), continued to operate in the same manner, with the same equipment and with most of the same employees. Thus, the Seventh Circuit reasoned, even though the bid in receivership by the purchaser was expressly contingent on the sale being "free and clear of all liabilities," the wage/hour settlement by the predecessor employer was the responsibility of the buyer.

The reach of this decision could be significant, particularly if the liability that could attach is not merely a wage/hour settlement (it was a liquidated sum and the violation had been established) but a wage/hour violation (or even an alleged violation).

So what does this mean?

  1. Not surprisingly, due diligence is even more critical, particularly for possible wage/hour (and other federal law) claims. The Seventh Circuit, in its reasoning, did not limit the reach of the federal common law doctrine to only wage/hour claims but, in dicta, mentioned other federal statutes, including discrimination claims.
  2. Recognize in pricing and in structuring the deal that potential federal violations may attach to the asset deal.
  3. Note that this occurred even in a receivership and thus an asset purchase even in a reorganization could be impacted.

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