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Attorney Spotlight

How does Jessie Zeigler anticipate the intersection of privacy and smart technology will impact the future of litigation? Find out more>


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Experience Spotlight

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 Private Equity Compliance Checklist

The complex and ever-changing healthcare regulatory and enforcement environment, including increased focus on the role of private equity firms in their portfolio companies, make compliance a top priority for private equity firms investing in healthcare companies. The best way to limit your exposure as a private equity firm is to avoid a compliance misstep in the first place. Additionally, an effective and robust compliance program for your portfolio healthcare company makes it much more attractive to potential buyers and helps you avoid an unexpected and costly investigation or valuation hit down the road. Download the Healthcare Private Equity Compliance Checklist to assess whether your portfolio company's compliance program is up-to-date.

Click here to download the checklist.

Kris Kemp Discusses Rep and Warranties Insurance in M&A Transactions

Nashville Business Journal


January 31, 2018

In an article published online by the Nashville Business Journal, Bass, Berry & Sims attorney Kris Kemp provided insight on the most significant trend affecting mergers and acquisitions: representations and warranties insurance (RWI). RWI is being used to fund indemnification obligations that were historically only funded by the seller. Valuation multiples are at an all-time high, rendering favorable legal terms for sellers like lower escrows and indemnification limitations. "This pro-seller environment is forcing buyers to look to alternative funding sources in the event that otherwise indemnifiable losses arise after a transaction is completed," explained Kris. 

Private equity transactions have played a role in the rise of RWI, as transferring risk to the insurance carrier avoids post-closing conflicts as the company is operated. Private equity funds that sell their portfolio also benefit because RWI enables the funds to distribute sales proceeds to investors quickly because that money is not tied up in escrow. 

RWI is also having a significant impact on the health care market. "Insurance carriers have now created underwriting teams exclusively focused on health care transactions, permitting them to offer health care coverage riders at reasonable premiums," noted Kris. 

If pursuing a claim against an insurance carrier is no more difficult than an indemnification claim against a seller, then M&A players should expect to see RWI used, or at least brought up, in the majority of M&A transactions.

The full article, "New M&A Trend: More Reps and Warranties Insurance," was published online by the Nashville Business Journal on January 26, 2018, and is available online.

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