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<p>Antitrust enforcement scrutiny is nothing new for healthcare organizations. However, the changing procedural and substantive landscape in which healthcare transactions are being reviewed is. </p><p>In a recent episode of the AHLA's Speaking of Health Law podcast, Bryan Perry, Senior Managing Director, FTI Consulting; Amanda Wait, Partner and Head of Antitrust, Michael Best &amp; Friedrich; and Elizabeth Odette, Assistant Attorney General and Manager of the Antitrust Division, Office of the Minnesota Attorney General, discuss this trend. </p><p>The following are a summary of the key takeaways from what Amanda shared.</p><h2>When to Notify Your Transaction to the Federal Government</h2><ul><li>If you have a transaction valued at over $100 million dollars, you need to consider whether a filing is required to the Federal Government, the Federal Trade Commission, and the US Department Justice's Antitrust Division.</li><li>New filing requirements do require significantly more information to be provided.<ul><li>There is now a requirement for more narrative descriptions. This includes things like descriptions of the competitive landscape, diagrams of deal structure, and discussions about the strategic rationale. </li></ul></li></ul><p><strong>Best Practice: </strong>Be prepared for it to take 20 business days to file vs. the old recommendation of just 5. </p><h2>Best Practices for Preparing for Antitrust Reviews</h2><ul><li>In addition to filing your HSR or getting ready for your HSR early, take time to understand the potential risks associated with your transaction early on as well.<ul><li>Bring in antitrust counsel as soon as possible so we can investigate and take a look at everything that is going on and provide you with actionable next steps you should take depending on your level of risk.</li><li>Knowing where you stand will impact nearly every decision you make from a business and commercial standpoint during the deal cycle.</li></ul></li><li>Be mindful of your document creation process very early on.<ul><li>antitrust reviewers will scrutinize in detail everything you provide. It is best to avoid puffery and over-emphatic language and instead stick to the truth of each matter.</li></ul></li><li>Make sure that everyone on your team who is internally under the tent on the deal is following document preservation requirements as advised by counsel.</li><li>Make sure you are aware of all the timing requirements for the deal. </li></ul><h2>Tips to Have a Successful Deal Close</h2><ul><li>Consider what kinds of local opposition your deal might face and have a plan as to how you will address those concerns.</li><li>Have a clear communication strategy and a clear strategy for government relations and stakeholder communication as well.</li><li>Rule of thumb: all parties to a transaction must continue to operate independently until closing is complete.<ul><li>antitrust law requires and expects that until a deal is officially finalized, you will have to bid against your merging partner for one thing or another.</li><li>Until the deal is officially closed, it is best to stay in planning mode not implementation mode.</li></ul></li></ul><p>For more on how your healthcare facility can best prepare for transactions, please contact <a href="https://www.michaelbest.com/People/Amanda-Wait" target="_blank" rel="noopener noreferrer">Amanda Wait</a>. </p><p> </p><h2>Watch the Full Conversation</h2><div class="iframely-embed"><div class="iframely-responsive"><a data-iframely-url="" href="https://www.youtube.com/watch?v=VhSatIlqd5Q"></a></div></div><p> </p><input type='hidden' id='passle-remote-hosting-tracking-shortcode' value='102lqn4'/>

Amanda Wait Featured on American Health Law Association Podcast “AHLA’s Speaking of Health Law”

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