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Health Care Mergers and Acquisitions Answer Book 2014

Author(s): Kevin A. Rinker, Andrew L. Bab
Practice Area: Corporate & Securities, Health Care
Published: Jul 2014
ISBN: 9781402421730
PLI Item #: 56421

M&A activity in the health care industry is at its highest level since the 1980s. Health Care Mergers and Acquisitions Answer Book 2014, co-edited by Andrew L. Bab and Kevin A. Rinker at Debevoise & Plimpton LLP, provides the reader with a roadmap to this booming sector. Organized into four parts, it includes practical advice on how to address the various industry-specific issues arising in health care acquisitions:

  • Part I: Structuring Health Care M&A Transactions focuses on the various legal and practical areas that can have an impact on the structure of a health care M&A transaction, including provisions relating to purchase price, as well as regulatory, antitrust, financing, and tax and accounting considerations. 
  • Part II: Due Diligence, discusses how to conduct diligence in health care transactions, including with regard to the regulatory and compliance issues arising in health care transactions, such as compliance with the federal and state health care fraud and abuse laws, Medicare and Medicaid rules, HIPAA and other health care regulations. Other topics discussed include intellectual property rights, material contracts, and product liability and medical malpractice claims. 
  • Part III: Transaction Documentation, analyzes the principal elements of a purchase agreement for a health care transaction, including industryspecific representations and warranties, pre- and post-closing covenants, closing conditions, and indemnification provisions typically found in health care acquisition agreements. 
  • Part IV: Special Topics covers special issues arising in acquisitions of U.S. companies by non-U.S. buyers, as well as an overview of health care M&A transactions in France, Germany and Russia.

Health Care Mergers and Acquisitions Answer Book 2014 analyzes recent health care transactions, and provides practice tips on what to look out for and how to avoid the various pitfalls that may be encountered while working on health care transactions. It covers dealmaking involving pharmaceutical and biotech companies, hospitals, health insurers and private equity and financial services firms investing in the health care sector. In addition to transactions involving outright acquisitions of health care companies, Health Care Mergers and Acquisitions Answer Book 2014 reviews alternative structures used in health care M&A transactions, such as: joint ventures • strategic alliances • product and portfolio acquisitions • option transactions, and • licensing and collaboration agreements.

Andrew L. Bab is a partner with Debevoise & Plimpton LLP and a member of the firm’s Mergers & Acquisitions, Private Equity and Securities Groups. His practice focuses on mergers and acquisitions involving both public and private companies, including financial services companies, and on corporate and securities law matters. From 1992 to 1993 Mr. Bab served as a law clerk to the Hon. Thomas J. Meskill, Second Circuit. He received his J.D. in 1992 from Columbia Law School, where he was a Stone Scholar and Book Review Editor of the Law Review. From 1986 to 1989, Mr. Bab was an investment banker at Lazard Frères & Co. in New York. Mr. Bab received his B.A., magna cum laude, from Yale University in 1986.

Kevin A. Rinker is a corporate partner of Debevoise & Plimpton LLP, co-head of the firm’s Health Care & Life Sciences Group, and a member of the Mergers & Acquisitions and Private Equity Groups. Mr. Rinker has a broad-based transactional practice with extensive experience advising multinational corporations and private equity firms in structuring and negotiating mergers, acquisitions, divestitures, licensing arrangements, and other corporate transactions. He has handled matters across many industries, but has a particular focus in the health care, media, and technology sectors. Mr. Rinker is recommended as a leading M&A lawyer by Chambers USA and by IFLR1000, and is also recognized by The Legal 500, where clients describe him as “commercial,” “extremely client oriented,” and “calm under fire.” He is a frequent author and speaker on legal developments affecting mergers and acquisitions, and is an editor of the Debevoise & Plimpton Private Equity Report. He recently co-authored “MAC Clauses in the U.K. and U.S.: Much Ado About Nothing?,” in The M&A Lawyer (2014), and “Imitation is the Sincerest Form of Flattery: Continued Use of Private Equity Technology in Acquisitions by Strategic Buyers,” also in The M&A Lawyer (2013). Mr. Rinker joined Debevoise in 2000 and became a partner in 2007. He received his B.A. from Tufts University in 1994 and his J.D. from the Georgetown University Law Center in 1999, where he was on the editorial board of The Tax Lawyer and served as a Teaching Fellow in the LL.M. program. Mr. Rinker is a member of the Board of Directors of Partnership with Children, a nonprofit organization that assists at-risk youths in the New York City area.