Organizational and Corporate Structuring

Entrepreneurial clients frequently turn to Nelson Hardiman in considering new ventures, and clients of all sizes – including many public companies – turn to Nelson Hardiman to structure new service lines and products. Although the driver is often our reputation for deep familiarity with the trajectory of healthcare and life science ventures, including our work from “Day One” with companies that have gone on to public listing, public company acquisition, and other liquidity events. Although many people think of us for “regulatory” aspects of venture strategy (such as corporate practice of medicine compliance), Nelson Hardiman also has significant expertise in fundamental questions of organizational and corporate structure. Far too many founders do not sound advice on the right organizational structure and pay a price for inadequate planning as the venture proceeds in unforeseen problems. Nelson Hardiman takes pride in thinking through business structure, making recommendations, and performing the necessary corporate work to put companies on a sound organizational and financial footing. In recent years, we have added senior corporate experience to ensure that clients get their corporate work done “right”.

For transactions involving professional services (from telehealth to traditional physician practices), Nelson Hardiman is on a short list of the most expert firms in the country on corporate practice of medicine issues that drive the use of the professional corporation-management service organization (PC-MSO) structure. Our attorneys have been called in on numerous transactions to fix problems created by law firms with an insufficient understanding of the essential compliance issues that drive these transactions.

Our Work Includes:

  • Entity Formation Formed over five hundred entities, corporations of all types, LLCs, PLLCs, LPs, trusts, and non-profits, together with governance documents to support regular business operations, financing, and mergers.
  • Factoring Counseled and documented various factoring and ABL lines for medical groups, hedge funds, and lenders.
  • Financings Closed over 50 financings, collateralized, secured, unsecured, including bank rate and oil price hedging obligations, and credit swaps of various kinds, of over $1 million dollars to over $25 billion dollars.
  • HUD Financings Documented financing for $25 million bridge to HUD lending from private lender to health care facility; completed over a dozen HUD 242 and related applications for financing clients.
  • Merger Cases Advised on Clayton Act and Sherman Act merger cases, defended Section 7 cases in US District Court, made HSR and related filings, handled extensive Second Requests, and CIDs.
  • Pharmacy and Laboratory Acquisitions Counseled on over two dozen pharmacy acquisitions and laboratory acquisitions, handling CHOWs and regulatory approvals; counseled on 340B program requirements for structuring cash flows in certain pharmacy acquisitions.
  • Private Placements for Cannabis Markets Recently documented over 40 private placement memoranda, creating complex investment structure into high-risk new markets involving cannabis business.