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Health Care Mergers and Acquisitions Answer Book (2018 Edition)

 
Author(s): Andrew L. Bab, Kevin A. Rinker
Practice Area: Corporate & Securities, Health Care
Published: Jul 2018 i Previous editions(s) can be found in the Related Items tab.
ISBN: 9781402431289
PLI Item #: 239430

M&A activity in the health care industry is at its highest level since the 1980s. Health Care Mergers and Acquisitions Answer Book, 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, England, Russia, and Canada.

Health Care Mergers and Acquisitions Answer Book 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 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 Bab is a corporate partner and a member of the firm’s Mergers & Acquisitions, Private Equity and Healthcare Groups. Mr. Bab has worked extensively on public and private acquisitions, divestitures and joint ventures, including cross-border transactions for both private equity and corporate clients, as well as licensing arrangements and other corporate transactions. He has experience across many industries, but is particularly active in the healthcare sector. In addition, he frequently advises Deutsche Bank, Guggenheim Securities, J.P. Morgan Securities, Morgan Stanley and other investment banks on major M&A transactions.

Mr. Bab is recognized for M&A and private equity buyouts by The Legal 500 US (2015-2016), where he is described as a “leader in healthcare transactions.” Clients have referred to him as “one of the sharpest legal minds [they] have ever worked with” and have noted that “[h]e consistently impresses with his legal and business instincts.” He is named as one of the 500 leading lawyers in America by Lawdragon (2016) and is also recognized as a leading M&A lawyer by Best Lawyers (2016).

Mr. Bab has written prolifically on a variety of M&A and corporate governance-related topics. He is the co-editor of and contributor to the annual Health Care Mergers and Acquisitions Answer Book (Practising Law Institute, 2016), an extensive reference guide addressing structuring, regulatory, due diligence and documentation issues, among other things, in healthcare M&A and licensing deals. He is the co-author of “Lot Of Inversion Talk, But Do You Know the Basics?” Law360 (2014), author of “Got Financing? You May Have to Extend Your Tender Offer,” The Harvard Law School Forum on Corporate Governance and Financial Regulation (2013); “Contingent Value Rights in Healthcare M&A,” Insights (2011); “Poison Pills,” The Harvard Law School Forum on Corporate Governance and Financial Regulation (2011); “A New Worry,” IR Magazine (2008); and co-author of “Soft Dollars and Other Means of Obtaining Business,” a chapter in the Practising Law Institute treatise Broker-Dealer Regulation (2008); “SEC Proposes Amendments to Cross-Border Tender and Exchange Offer and Business Combination Rules,” BNA Securities Regulation & Law (2008); “Tender Offers: Back in Business,” Corporate Governance (2007); and “Gun Jumping Case vs. Qualcomm Shows Risks for Betrothed Companies,” Corporate Governance (2006). Mr. Bab is the author of “Contingent Value Rights,” Insights (2001) and the co-author of several articles published in The Deal, including “The Revlon Standard” (2007), “Booby Traps” (2003) and “Nerve Tonic” (2003). Mr. Bab is also a frequent speaker on legal developments affecting mergers and acquisitions and on healthcare-related issues.

Mr. Bab joined Debevoise as an associate in 1997 and became a partner in 2002. Mr. Bab received his B.A. magna cum laude from Yale University in 1986, and his J.D. in 1992 from Columbia Law School, where he was a Stone Scholar and Book Review Editor of the Law Review. From 1992 to 1993, Mr. Bab served as law clerk to the Hon. Thomas J. Meskill, U.S. Court of Appeals for the Second Circuit. From 1986 to 1989, Mr. Bab was an investment banker at Lazard Frères & Co.

Education

  • Columbia Law School, 1992, J.D.
  • Yale University, 1986, B.A.

Bar Admissions

  • New York


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.