David S. Szabo

This seminar is designed to teach students the whats and whys of healthcare transactions of all types and give students an overview of the regulatory and business landscape for this vibrant field. After an introduction to types of deals, the regulatory context of health care, and health care transactional theory, we will turn to case studies of complex health care transactions, drawing on actual documents and the experience of practitioners who worked on the deals. Transaction types will include hospital and physician group M&A, joint ventures, clinical affiliations, and others. We will be joined by regulators, partners, associates and general counsel from leading firms to provide real-world insights and discuss the health care transactions they were personally involved in. Students will complete two oral and two written assignments. Working alone or in pairs, each student will analyze a deal and present it to the class, with the lawyers who closed it. In addition, each student will present a short case brief to provide context for the legal issues being covered in class. Written assignments include: (i) working in teams, negotiating and drafting a term sheet for a transaction; and (ii) a post-mortem reflection on lessons learned and ethical issues to consider in transactional law. PREREQUISITE/COREQUISITE: This course does not assume any particular prerequisites/corequisites. Health Law Finance, Health Law Survey Colloquium and/or Corporations, however, would be helpful to have taken or take during this semester. UPPER-CLASS WRITING REQUIREMENT: This class may not be used to satisfy the requirement. ** A student who fails to attend the initial meeting of a seminar, or to obtain permission to be absent from either the instructor or the Registrar, will be administratively dropped from the seminar. Students who wait list for a seminar are required to attend the first seminar meeting to be considered for enrollment.