The Professor's Corner

In this episode of The Professor’s Corner, Mark Freedlander is back to continue the discussion on the ways a sponsor company can find themselves liable if their portfolio companies enter financial distress. 

Having debt recharacterized as equity is the next level of exposure that sponsors need to understand. 

Simply calling something debt doesn’t cut it. Being unclear in the management of debt versus equity can open sponsors up to co...

Many investors take on an operating thesis that, by law, the obligations of investment companies are not the obligations of the investor. They apply this whether their fund has invested in the securities of a limited partnership, a limited liability company, or a corporation. 

In this episode of The Professor’s Corner, McGuireWoods’ Mark Freedlander joins host Geoff Cockrell to explore the limits of this idea. 

As chair of the bankru...

It’s nine to 12 — maybe even 18 — months after the deal closed. There’s an R&W policy in place; the purchase agreement covers an array of representations and warranties. But you become aware of something that might be a breach. 

Tony Tatum, a partner at McGuireWoods and head of the Insurance Recovery Practice, certainly knows the ins and outs of claims, and how to properly see them through to fulfillment. 

In this episode of The ...

The women’s health sector is an incredibly diverse subset of businesses covering multiple specialties, including women’s health, fertility, and ancillary services. 

Kayla McCann Marty, an Associate at McGuireWoods, shares her expertise on women’s health investing, broadening how people think of the many different sub-sectors attracting regulatory and investor interest in the space. 

Ancillary services and connections from practices t...

In the healthcare industry, some of the biggest policy compliance issues and violations can go unnoticed for too long — until it’s too late.

Just ask Timothy J. Fry, today’s guest on The Professor’s Corner. As someone who worked in the healthcare policy world for five years, including nearly two years as a staffer at the Centers for Medicare & Medicaid Services, Timothy has seen just about every mistake in the business. 

As a cur...

In healthcare transactions, people often think that antitrust is a big corporation’s problem. However, smaller companies need to think about these issues, too.

There have been recent developments on both state and federal levels, calling for greater regulation in the healthcare space. More statutes have been put in place to catch smaller transactions statewide, and in 2021, the Federal Trade Commission and Department of Justice were...

The last quarter of 2021 was a rough one for the health care sector, and naturally, carriers felt the effects: they had written beyond their budgets, and resources were stretched to their limits.

“I don't think the market has ever seen rates go that high,” says Sumit Agarwal, who works in mergers and acquisitions at Marsh, one of the world’s leading insurance brokerage firms. Demand was high and deals were closing at a record pa...

When preparing a private equity-backed investment, it’s likely that something called a “representation and warranty” insurance policy, or “reps and warranty,” will be discussed. These policies help to minimize exposure in corporate transactions.

In healthcare deals, two types of exclusions can be requested by the reps and warranty insurer: general exclusions and specific exclusions. General exclusions arise before the due diligence ...

In the premiere episode of The Professor’s Corner, David Pivnick, Partner at McGuireWoods, shared best board practices to mitigate risk when making challenging decisions. In this follow-up episode, David expands on a larger trend in healthcare litigation: private equity funds are finding themselves legally responsible for the activity of the companies in their portfolio.

David believes these claims are driven primarily from the whis...

A recent whistleblower case in Massachusetts has rocked the widely accepted notion that private equity investors are insulated from risk beyond the scope of their financial investment.

In the case, the Massachusetts Attorney General pursued claims for purportedly improper and fraudulent billing against the underlying healthcare provider but also pursued the private equity fund that invested in the entity and had board members involv...

The Professor’s Corner is a McGuireWoods series exploring business and legal issues prevalent in today’s private equity industry. Tune in with McGuireWoods partner, Geoff Cockrell as he and specialists share real-world insight to help enhance your knowledge.

McGuireWoods is a full-service firm providing legal and public affairs solutions to corporate, individual, and nonprofit clients worldwide for more than 200 years collectively. ...