Compensation & Benefits
Clinical Education Agreement
Represented a physical therapy and imaging center in the drafting, negotiation and execution of a clinical education agreement with the University of Kentucky Medical Center. The agreement covers employment agreements, supervision and billing guidelines for medical students and residents to allow them to gain clinical education experience.
Growing a business is challenging, even with the opportunities offered by today’s global marketplace. Expanding your product and service offerings to your customers requires a strategic vision and focused plan, as well as the resources to pull it all together.
Halma, p.l.c., is an international group of technology companies with its headquarters outside of London, England. Halma has worked with Dinsmore for nearly 25 years. In that time, Dinsmore has represented Halma through a multitude of acquisitions, both domestically and abroad, as Halma has grown to become a global leader in health and safety technology.
When the opportunity recently arose to acquire two companies to boost Halma’s Health and Analysis sector, the company again turned to Dinsmore for counsel. The acquisitions of California-based Sensorex, Inc. and Pennsylvania-based Accutome, Inc., offered myriad challenges. As the deals progressed, it appeared Halma would be able to announce the closings of both transactions to the Stock Exchange on the same day.
Our team worked to structure the asset purchase of Sensorex for $37.5 million and the stock purchase of Accutome for an initial payment of $20 million, handling everything from negotiating and drafting the documents to managing the legal due diligence for both transactions. We assisted Halma with the intellectual property, benefits and employment components of each deal and assisted with all details of closing.
On the Accutome deal, we were faced with the unique task of sequentially structuring the deal to comply with tax law related to the acquisition of Accutome’s Dutch subsidiary. Because of the tax implications of acquiring a subsidiary through one Halma affiliate, while acquiring the parent company through another affiliate, we were asked to ensure that the transaction involving the subsidiary was closed before the U.S. transaction was completed. This required that we coordinate compliance with Dutch requirements in real time, in order to complete the transaction prior to opening of the European markets.
Accutome is primarily known for designing diagnostic equipment used to identify eye conditions and for innovative surgical instruments. Sensorex, a manufacturer of electrochemical water sensors, will enable Halma to enhance its water analysis and water quality programs. Assisted by Dinsmore’s counsel, Halma continues to grow and expand its product offerings to clients and position itself as an industry leader.
Services Agreements with Hospitals and Other Radiology Facility Service Providers
Worked with a national teleradiology company, in negotiating agreements with hospitals and ambulatory imaging centers throughout the country to provide the services of radiologists to interpret studies and to retain the services of radiologists. Agreements included employment terms and compliance with state and federal privacy, licensure, and Medicare and Medicaid enrollment and participation requirements.
Crafted the terms and operation of a post-market surveillance validation study for an orthopaedic implant manufacturer. Worked with Beacon, the coordinating hospital and the FDA to organize, coordinate and facilitate the study, as well as negotiated the terms of the study and the reporting of data and study results. Also worked with client to put together an institutional review board and ensured that privacy rights and other compliance matters were handled accordingly throughout study.
Sale of Start-Up Tech Company
Among numerous sales of small to large start ups, we handled the sale to a French Public Company of a private company involved in software consulting and integration for B-2-B applications and interfaces with SAP and Oracle ERP systems: e-Purchasing, e-Sourcing, e-Procurement and e-Invoicing. Closed this transaction in record time: one and a half weeks. This favorable result was made possible by Dinsmore’s deep bench of Mergers and Acquisitions, Intellectual Property, Tax, International and Employee Benefits lawyers.
Executive Employment and Compensation Agreements
We have represented numerous clients in the negotiation of executive employment and compensation agreements on initial hiring and in the private equity, venture capital, and mergers and acquisition context.
Representation of Large National Health Insurer in ERISA Litigation
Handled all aspects of health plan denial of benefits issues in numerous lawsuits and administrative claims, in particular analyzing whether plans were ERISA or non-ERISA plans, whether claims were governed by federal or state law, whether administrative process was followed, and defended against claims brought by participants for denial of benefits, breach of fiduciary duty, and other ERISA-related and/or state law claims.
Alleged ERISA Violations
We successfully defended a large medical practice accused of ERISA violations. Judgment was awarded to our client by a judge in the US District Court of Cincinnati, Ohio.
Abels v. Kaiser Aluminum & Chemical Corp. et al., (S.D. W.Va. 1993)
Co-counsel representing large aluminum manufacturers against class action claims filed on behalf of over 300 employees who were laid off and never recalled to work. The plaintiffs asserted that the defendants violated § 510 of ERISA by terminating them in order to prevent vesting of their employee benefit plans, and sought job reinstatement and massive awards damages for lost wages and lost benefits, as well as punitive damages. In ruling of the defendants’ pretrial motions, the court denied class certification, concluded that § 510 did not provide a right to extra-contractual relief or punitive damages in an ERISA action seeking enforcement through § 502(a), and held that the employees did not have a right to a jury trial. The parties then settled the case on terms viewed as very favorable by Kaiser and Ravenswood.
Represented subspecialty physician practices to craft the terms of co-management agreements with hospital systems under which the physician practices assumed responsibility to manage and administer the delivery of care throughout a service line and across multiple facilities. Agreements included negotiation of best practice protocols, terms for quality assurance reviews, staffing, and terms for compensation that satisfied federal and state physician self-referral and antikickback requirements.
Data Registry Agreement
Worked with a physician-hospital organization, and an independent physicians association affiliated with River Valley Pediatricians, to craft a patient data sharing arrangement with area hospitals and physicians to effect, through HealthBridge, a health information exchange, an agreement that allows for the exchange of digital data and electronic medical records for pediatric patients with asthma. The negotiations resulted in an agreement that complies with the relevant state and federal privacy issues and terms of various federal programs that fund programs to facilitate the electronic interchange of records and data.
Development and Implementation of Primary Care Coding Consulting Services to Integrated Healthcare Delivery Systems
Worked with a consulting organization that offers billing and coding training to primary care physicians, to develop the business model for providing coding training to physicians and non-physician staff members of integrated delivery systems so as to protect the intellectual property developed by the client while allowing its use by service recipients. Developed the template agreements with service recipients and assisted the client in successfully negotiating agreements with healthcare systems.
Health Benefit Plan Participating Provider Agreement Interpretation
Worked with a large hospital and care facility to negotiate and interpret health benefit plan participating provider agreement terms with large, third-party payers.
Huber v. S&S Healthcare, et al
Obtained favorable settlement in the Southern district of Ohio on plaintiff's claims for ERISA violations, breach of contract, promissory estoppel, sex discrimination, good faith and fair dealing, and unjust enrichment.
Maynard v. Ashland Oil
Federal District Court, Southern District of Ohio, granted summary judgement motion in favor of Ashland, dismissing all of Plaintiff's claims.
Miller v. AT&T Corp., 83 F. Supp. 2d 700 (S.D. W.Va. 2000), aff’d, 250 F.3d 820 (4th Cir. 2001)
Lead counsel in case in which the plaintiff was terminated from her employment by AT&T for excessive absences due to plaintiff's and spouse's illnesses. After her termination, the plaintiff brought suit under the Family and Medical Leave Act and moved for partial summary judgment, which was granted. A trial was subsequently held to determine damages, the issues being whether plaintiff was entitled to back pay, front pay, and liquidated damages. The court ordered that plaintiff be paid back pay with interest, but adopted AT&T’s argument that the speculative nature of front pay made reinstatement a more appropriate remedy. Further, the court found that AT&T had acted in good faith and with reasonable grounds to believe that it acted properly, and thus that liquidated damages were not awardable.
Ohio-Based Manufacturing Company Acquisition
Served as special counsel to an Ohio-based manufacturing company in acquisition of the company by an employee stock ownership plan for approximately $25 million. Sale involved three lenders and sophisticated financing instruments, including mezzanine financing and seller notes with attached warrants. Transaction included implementation of stock appreciation sights incentive program for management employees.
Panetta v. Chesapeake Energy Corp., 2010 U.S. Dist. LEXIS 46947 (S.D. W.Va. 2010)
Co-counsel in the successful enforcement of contractual arbitration provisions against a plaintiff who alleged that Chesapeake engaged in fraud in connection with his severance. After removing the case to federal court, Chesapeake filed a motion to dismiss maintaining that the plaintiff’s claim falls under the arbitration clause of the severance agreement, and that under the Federal Arbitration Act it must be stayed or dismissed so that the case could be arbitrated. The Court granted Chesapeake’s motion and stayed further action.
Worked with a large hospital and care facility in West Virginia to recruit physicians as hospital employees and as employees of community-based practices. Negotiated and drafted three-party agreements among the hospital, community-based physician groups and physicians that incorporated the desired terms of employment and financial assistance to community-based physician groups in a manner that satisfied the parties’ business needs and objectives while complying with federal and state regulations, including antikickback and physician self-referral regulations.
Revision and Restatement of Section 125 (Cafeteria) Plan
Consultation with client's legal and administrative personnel in connection with the redesign and restatement of this funding arrangement for health and welfare benefits for approximately 90,000 employees.