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Milligan Lawless, P.C. and The Northern Trust Company
“Avoiding Snares and Traps in 2016 Mergers and Acquisitions”
March 9, 2016
7:30 AM Registration and Continental Breakfast
8:00 AM – 9:00 AM Presentation
The Northern Trust Company
2398 East Camelback Road, Suite 1100
Phoenix, Arizona 85016
The issues facing companies on both the sell side and the buy side in the Mergers & Acquisitions (M&A) market today are varied and changing. A misstep along the way can cause an otherwise successful venture to be quickly derailed. Steven T. Lawrence from Milligan Lawless, P.C. and Curtiss C. Smith and Patty Park from Northern Trust will share important perspectives on the key issues in today’s market. The seminar will be followed by a time for networking with panelists and attendees.
Cost to Attend: Free
RSVP to Mary Reimann at Milligan Lawless:
Steven T. Lawrence is a business lawyer. Steve is a shareholder in Milligan Lawless, and focuses his practice on commercial transactions, including mergers and acquisitions, finance and intellectual property licensing. Steve has substantial experience in matters ranging from complex commercial transactions to securities offerings. Steve is listed in The Best Lawyers in America for Corporate Law and Chambers USA for Corporate/M&A Law. Steve holds a Master of Laws (LL.M.) from Loyola University Chicago, a J.D. With Distinction from the University of the Pacific McGeorge School of Law, a M.B.A. from the W.P. Carey School of Business at Arizona State University and a B.S. in Business Administration from California State University, Sacramento.
Curtiss C. Smith is Senior Vice President in the Banking Practice at Northern Trust. In addition to credit and portfolio management responsibilities for the market, he is also charged with growing the bank’s lending business in Phoenix. Curt joined Northern Trust in 2015 and has more than 20 years of experience in various commercial banking roles in Arizona and California including commercial and industrial lending, commercial real estate, asset-based lending, private banking, and credit risk management. Curt holds a BS in accounting from Santa Clara University and an MBA from Arizona State University.
Patty Park is a Vice President at Northern Trust. Patty provides comprehensive planning services and administrative advice to high net worth individuals encompassing areas such as cash flow analysis, risk management, income tax and transfer tax planning, retirement planning, education funding, estate planning, and charitable giving. Before joining Northern Trust, Patty was Director of Financial Planning at Keats, Connelly & Associates, a comprehensive financial planning firm specializing in assisting Canadians who were moving to the US. She began her career as an auditor with Deloitte & Touche in Cleveland and Phoenix. Patty earned a bachelor’s degree in accountancy from Case Western Reserve University in Cleveland, and a master’s degree in International Management from Thunderbird School of Global Management in Glendale, Arizona.
At the end of 2015, the Centers for Medicare and Medicaid Services (CMS) issued a final rule that resulted in major changes to the federal physician anti self-referral law (the “Stark Law”). Those changes, most of which went into effect on January 1, 2016, include the addition of two new exceptions: one pertaining to the recruitment of non-physician practitioners; the other concerning timeshare arrangements.
Stark Law Basics:
The Stark Law prohibits physicians from making referrals for certain
designated health services (DHS) payable by Medicare to an entity with which the physician (or an immediate family member of the physician) has a financial relationship – unless an exception to the law applies. The law sets forth numerous exceptions that apply to ownership arrangements, compensation arrangements, or both.
 Medicare Program; Revisions to Payment Policies Under the Physician Fee Schedule and Other Revisions to Part B for VY 2016, 80 FR 70866-01 (November 16, 2015).
 42 C.F.R. § 411.357(x); 42 C.F.R. § 411.357(y)
 42 C.F.R. § 411.353
 42 C.F.R. § 411.357
A recent decision by a federal appellate court provides a stark reminder that liability can extend to directors and officers of both for-profit and non-profit entities for failing to observe fiduciary duties. In Official Comm. Of Unsecured Creditors ex rel. Lemington Home for the Aged v. Baldwin (In re Lemington), No. 13-2707, 2015 WL 305505 (3rd Cir. 2015), the Third Circuit Court of Appeal found directors and officers individually responsible for mismanagement that rose to the level of a breach of fiduciary duties that were owed to the creditors when the organization became insolvent. This article briefly reviews the opinion and provides key action items for directors and officers to consider as they walk into their next meeting.
By Steve Lawrence, Shareholder, Milligan Lawless, P.C. (2013).
The following is an abstract of Mr. Lawrence’s article, Regulatory Issues that Affect Funding of Physician-Backed Medical Enterprises: A Primer:
This paper provides a summary of key federal regulatory issues that affect funding of physician-based medical enterprises. Margins in medical practices continue to face pressure from all sides. As physician compensation from core medical practices declines, physicians seek new avenues to profit. Many physicians start or sponsor spin-off businesses related to their practice or their medical background. As angel investors, venture capitalists and private equity firms consider investing in such medical businesses, the regulatory constraints on such enterprises becomes an important concern. Beginning with a hypothetical scenario suggested by recent regulatory enforcement cases, this paper examines key federal laws that govern physician-backed medical enterprises that could affect funding of such enterprises – the Stark law, the anti-kickback law and the False Claims Act.