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Michael Foster concentrates his practice on the representation of hospitals, health systems, physician groups, management services organizations and other healthcare-related entities in a broad range of business transactions including mergers, acquisitions, divestitures, joint ventures and corporate structuring and restructuring. He assists clients in navigating the complexities of these transactions, including the drafting of purchase agreements and other documents, due diligence oversight, and the management of deals through closing.

With experience that encompasses advising private equity firms, portfolio companies, startups and venture capital investors with add-on acquisitions, strategic organization, physician integration, compensation issues, and contracting with external service providers, Michael is valued by clients for his skills as a negotiator and for his ability to apply creative and result-driven solutions to the resolution of disputes and other business issues.

Michael regularly assists healthcare industry clients in developing and implementing a practical approach to corporate restructuring with a focus on minimizing risk by ensuring compliance with federal and state healthcare and tax regulations. His work includes providing guidance on regulatory and operational matters related to the corporate practice of medicine, federal and state anti-kickback and self-referral laws, and other legal issues applicable to healthcare organizations.

REPRESENTATIVE MATTERS

Each matter handled by Michael depends on its unique facts and particular legal circumstances. The following are a list of results obtained by Michael on behalf of his clients:

  • Healthcare Provider Transactions  
    • Currently advising several large orthopedic groups in the Northeast on joint ventures involving MSO arrangements
    • Consistent representation of a client’s various investment vehicles in negotiating multiple ongoing buy-side transactions
    • Ongoing representation as corporate counsel to clients in the healthcare industry, including the management of all contractual matters
    • Represented large dental group in its acquisition of over 25 other practices and corporate restructuring, which subsequently yielded a private equity sales transaction in excess of $400 million
    • Represented a national dermatology practice in its initial financing and subsequent acquisition of more than 10 practices totaling over $50 million
    • Managed numerous middle-market transactions in the $5 million to $250 million price range for buyers and sellers, including the sale of ophthalmology group and the purchase of a pain management clinic.
    • Represented a multiple-location physical therapy practice in its sale to a private equity-sponsored buyer by successfully leading negotiations on purchase price allocation and the conditions on retention of equity
    • Represented a psychiatry practice and management company in complex merger with two other psychiatry practices for $20 million, which incorporated rollover equity for key members
    • Represented an orthopedic surgery group in connection with the buyout of several partners.
    • Developed a complex profit-sharing plan with various equity levels in parent company for a national chain of urgent care clinics.

     

  • Hospital and Healthcare System Transactions  
    • Represented a private hospital in New Jersey in its acquisition and restructuring of multiple physician practices
    • Led negotiations on behalf of physician groups for leasing transactions with a New York hospital system
    • Counseled various outpatient surgery centers on equity offerings to physicians and sales of majority ownership to hospitals, health systems, and nationally recognized management businesses
    • Represented large anesthesia group in merger with several other anesthesia groups and subsequent negotiation of provider agreements with multiple New York hospital systems
    • Advised a large New York-based group of orthopedic surgeons in the sale of their practice for $25 million to one of the largest hospital systems in the country

     

  • Healthcare-Related Transactions  
    • Actively representing a large regional ambulatory surgery center company in its acquisition of multiple surgery centers in New Jersey and New York, while also advising on financing matters, real estate, corporate structuring and licensing issues
    • Advised national healthcare technology company in connection with several add-on acquisitions in multiple states
    • Represented a national medical billing company in an $8 million sale to a private equity platform involving a complex pre-closing and post-closing reorganization
    • Represented a rapidly growing investor-based platform in connection with the consolidation of fertility practices across the country
    • Represented various businesses in financing or capital raising activity, including telehealth platform in New York and a medical equipment supplier in North Carolina
    • Advised a pediatric healthcare application start-up with contractor arrangements, the development of an equity incentive plan for providers, and the acquisition of financing

     

  • Other Representations and Engagements 
    • Represented a sports apparel business in $55 million roll-up sale to a private equity-sponsored buyer
    • Represented a national advertising portfolio company in its equity investment transactions, joint ventures, and other general corporate matters
    • Secured the immediate closures in over a dozen matters with New York State Office of Professional Medical Conduct (OPMC) stemming from patient complaints, regarding insufficient documentation, prescribing patterns, substance abuse issues and various other complaints, after a comprehensive submission to OPMC
    • Obtained dismissal of entire demand amount with respect to third party audit for large office-based surgery practice in which the initial demand exceeded $10 million
    • Drafted and negotiated hundreds of employment agreements for healthcare providers across the country, in broad range of specialties and all levels of experience

*Results may vary depending on your particular facts and legal circumstances.

AWARDS

*No aspect of this advertisement has been approved by the Supreme Court of New Jersey.
Click here for the Awards and Honors Methodology.

PROFESSIONAL ACTIVITIES

  • Michael has delivered numerous educational programs throughout the NJ/NY/CT tri-state area on behalf of health systems, various specialty medical societies, residency programs, healthcare conferences, and large medical groups. These presentations have addressed a range of topics including the business of medicine, HIPAA compliance and best practices in structuring and scaling a healthcare practice.
  • In addition, Michael is also an avid contributor when it comes to providing written content or quotes for articles on several national platforms on topics such as new regulatory guidance to economic trends in the healthcare industry.
  • While attending law school, Michael was the recipient of a Dean’s Award of Excellence in Mediation: Representing Clients, a Pro Bono Service Award, and a St. Thomas More Scholarship. In addition, he also was a judicial intern to The Honorable Sean H. Lane, U.S. Bankruptcy Court, Southern District of New York (2014) and former Senior Staff Member American Bankruptcy Institute Law Review (St. John’s University School of Law).
  • Greenbaum, Rowe, Smith & Davis LLP Client Alert, “DOJ Announces New M&A Safe Harbor Policy to Provide Further Clarity – But is it Enough?” (October 17, 2023)
  • Law360, “HHS Says Physician-Employee Bonuses Aren’t Kickbacks” (October 16, 2023)
  • Author, Hawaii Chapter, AHLA Corporate Practice of Medicine: A 50 State Survey, Third Edition (2024)