Andrew L. Bab and Kevin A. Rinker, co-heads of the Healthcare Group at Debevoise & Plimpton LLP, are the editors of a new edition of a book focusing on healthcare M&A, titled Health Care Mergers and Acquisitions Answer Book 2015 (Practising Law Institute, 2015). The book, organized in an easy-to-read, question-and-answer format, is an extensive reference guide addressing a spectrum of topics in healthcare M&A, including structuring, negotiation, regulatory issues, due diligence and documentation.

Whether they involve pharmaceutical companies, biotechnology companies, medical device manufacturers, hospitals, physician practices, insurance companies, or other industry participants, these healthcare M&A transactions occur in a complex and highly regulated setting. Lawyers and other professionals working on these deals need a basic understanding of diverse areas of law and practice. Health Care Mergers and Acquisitions Answer Book 2015 meets that need.

Organized into four parts, the book includes practical advice on how to address the various industry-specific issues arising in healthcare acquisitions:

• Part I: “Structuring Health Care M&A Transactions” focuses on the various considerations that can have an impact on the structure of a healthcare M&A transaction, including transaction structures, as well as regulatory, antitrust, financing, tax and accounting considerations.

• Part II: “Due Diligence” explores the various industry-specific issues on which a buyer should focus in conducting its due diligence investigation of a healthcare target, including product development and marketing; patent extensions and market exclusivities; FDA investigations and enforcement; promotion and advertising; and a variety of regulatory considerations. 

• Part III: “Transaction Documentation” discusses the principal elements of a purchase agreement for a healthcare transaction, including representations and warranties, covenants and deal protection, closing conditions, documentation for license-and-collaboration agreements and documentation for joint ventures.

• Part IV: “Special Topics” covers several additional topics of interest, including acquisitions of U.S. companies by non-U.S. buyers, and overviews of healthcare M&A transactions in France, Germany and Russia.

Updated and expanded throughout, the 2015 edition includes, among other topics, a discussion of the tax aspects of transactions structured as “inversions” – a popular technique in the healthcare space – and the potential impact on these transactions from the proposed changes to the U.S. inversion rules. Also new in this edition is the treatment of accounting issues in healthcare M&A transactions, including the impact of the new revenue recognition standard on life sciences companies, as well as pushdown accounting, and a discussion of the requisite due diligence for “aggregate spend” and “sunshine law” compliance. The updated book also highlights current trends in healthcare M&A, assesses the impact of healthcare reform legislation – including the resolution of the most recent legal challenge to the Affordable Care Act – and offers many examples of actual transactions.

Debevoise lawyers, many of whom are contributors to the guide, have substantial experience in transactional, litigation and enforcement matters affecting the global healthcare industry. The firm’s transactional team regularly handles a variety of matters for leading healthcare and life sciences companies and private equity firms investing in these sectors, from cross-border M&A to complex securities offerings to significant licensing, development and collaboration agreements. Debevoise’s litigation and enforcement lawyers also have broad experience in the healthcare space, including bet-the-company litigation, trials, arbitration proceedings, government and internal investigations, healthcare compliance matters, transaction due diligence, complex civil matters, intellectual property and advertising disputes and international dispute resolution.

Debevoise & Plimpton LLP is a premier law firm with market-leading practices, a global perspective and strong New York roots. We deliver effective solutions to our clients’ most important legal challenges, applying clear commercial judgment and a distinctively collaborative approach.