Healthcare mergers and acquisitions combine ordinary deal mechanics with rules that apply only to healthcare: licenses and provider enrollments that do not transfer automatically, ownership limits under corporate practice of medicine and pharmacy laws, fraud and abuse exposure in the target's history, and state notice requirements for healthcare transactions. MDRXLaw's healthcare M&A lawyers handle the transaction and the regulatory work together, for buyers, sellers, investors and lenders.

Who We Represent in Healthcare Transactions

  • Buyers and sellers: owners selling a healthcare business, and strategic buyers acquiring one.

  • Private equity and other investors: funds, family offices and individual investors entering or expanding in healthcare.

  • Lenders: banks and other lenders financing healthcare acquisitions, including regulatory diligence on the borrower and the collateral.

  • MSO and roll-up platforms: management companies building multi-site groups through add-on acquisitions.

Healthcare Businesses We Work With

Medical and dental practices, pharmacies, clinical laboratories, home care and home health agencies, assisted living and long-term care operators, behavioral health and substance use treatment programs, ambulatory surgery centers, medical spas, DME and infusion companies, and digital health and telehealth businesses.

Healthcare Regulatory Due Diligence

  • Licenses, permits, accreditations and Medicare, Medicaid and commercial payor enrollments, and what each requires on a change of ownership.

  • Billing and coding practices, open audits, overpayment exposure and payor recoupment history.

  • Referral relationships and compensation arrangements under the Anti-Kickback Statute, the Stark Law and state law.

  • Ownership structure under corporate practice of medicine, pharmacy ownership and fee-splitting rules.

  • HIPAA compliance, government investigations, exclusions and pending litigation.

Change-of-Ownership Approvals and Filings

Many healthcare approvals do not follow the business automatically. Depending on the deal and the state, the parties may need state licensing approval before closing, new pharmacy and DEA registrations, updated laboratory certifications, Medicare, Medicaid and commercial payor enrollment and credentialing, and advance notice to state regulators of certain healthcare transactions, such as the material transaction notice New York requires. We handle the Medicare and Medicaid enrollment issues that come up in a transaction, including new enrollments, and map these requirements early so they shape the structure and the timeline, not the closing date.

Deal Structure and Transaction Documents

  • Letters of intent, asset and stock purchase agreements, mergers and minority investments.

  • Asset versus equity structure, including how each affects licenses, enrollments and liability for past billing.

  • MSO and professional entity structures for investor-backed acquisitions of licensed practices.

  • Healthcare-specific representations, indemnities, escrows and holdbacks for audit and overpayment risk.

  • Employment, non-compete, transition services and lease agreements that go with the deal.

Healthcare Financing for Lenders

Lending to a healthcare business raises its own questions: whether licenses and enrollments support the borrower's revenue, how its receivables can be pledged, and what audit or enforcement exposure could affect repayment. We advise lenders on diligence, collateral and covenant terms for healthcare borrowers.

Related Pages

Buying or selling a physician practice? See medical practice purchases and sales. Buying or selling a pharmacy? See pharmacy purchases and sales. For home care agencies, see home care licensing and change of ownership. For MSO structures, see professional entities and MSOs.

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