Business Counseling, Contracts & Transactions

While at a previous firm, members of our Health Care team played a key role in the healthcare regulatory aspects of a private investment firm's acquisition of a Maryland-based CCRC operator with properties across the US. Following the closing, and continuing to this day at Miles & Stockbridge, our health care team provides comprehensive legal support to the client, advising across various critical areas including healthcare regulatory compliance, privacy, employee benefits, tax, corporate law, and several other specialized fields.

Served as lead counsel to a regional skilled nursing facility owner and operator for nearly a decade, advising on the full lifecycle of its portfolio — from initial growth through strategic divestiture. Our representation began when the client owned approximately four facilities and expanded to include a 22-facility portfolio across three states. Notable transactions included: (1) The stand-alone acquisition of a 450+ bed skilled nursing facility, which also included a limited number of state-licensed CCRC and assisted living units; (2) A five-facility portfolio transaction involving a strategic partnership with a REIT. The REIT acquired the real estate, while our client entered into a long-term, multi-site ground lease and continued to manage and operate the facilities; (3) A separate five-facility acquisition, financed through a Canadian private equity investor, featuring a complex preferred equity structure with management kick-out rights, liquidation preferences, and other negotiated protections; and (4) The sale of the entire 22-facility portfolio through four distinct transactions: a 14-facility owned portfolio sale, a five-facility leasehold portfolio transaction, and three individual facility sales. In addition to our role as transactional counsel in the deals above, we acted as outside general counsel to the client, advising on employment matters, executive compensation, debt and equity financings, union negotiations, and contract matters, while overseeing local regulatory specialists in multiple jurisdictions.

Serve as outside general counsel to a nonprofit continuing care retirement community located in Baltimore, MD. Our role is to provide legal and strategic advice on a wide range of matters, including nonprofit board governance, regulatory compliance issues, arrangements with third parties, employment matters, HIPAA, and resident issues.

Serve as outside general counsel to a nonprofit CCRC advising on regulatory compliance, employment matters, resident relations, board governance, and third-party arrangements. We are currently assisting with the establishment of a new Continuing Care at Home (CCaH) program — the first in Maryland to be affiliated with a CCRC — including corporate formation, nonprofit status, and regulatory approval. In 2023, we negotiated a strategic agreement with a major medical group affiliated with a Maryland health system to establish an on-site medical clinic for residents.

Represented a government contractor in successfully defending against breach-of-contract claims in an American Arbitration Association proceeding related to staffing services for proposal writing. The matter involved complex employment issues under both Virginia and Indian law, with the claimant alleging improper hiring from its corporate affiliate in India. Following comprehensive presentation of evidence demonstrating that no solicitation had occurred and no damages could be established, the arbitrator ruled entirely in our client's favor and ordered the claimant to bear all administrative and arbitrator fees

Sale of Base2, LLC, a company specializing in the design and development of cutting-edge cyber solutions across the domains of computer network operations (CNO), signals intelligence (SIGINT) and quick reaction capability, to BlueHalo, a portfolio company of Arlington Capital Partners.

Sale of Entegra Systems LLC, a provider of cyber technology solutions in support of defense, intelligence, and national security missions, to Acclaim Technical Services, LLC, a Blue Delta Capital Partners backed company.

Sale of Sayres and Associates Corporation, a provider of acquisition, engineering, operations, training, war gaming, and security support services to various government customers, to Viking35, LLC, a portfolio company of Broadtree Partners.

Representation of a marine construction company of an interstate barge and tugboat business 

Provide “outside general counsel” service to various privately-held real estate firms.

Act as general counsel to local non-profit and charitable entities, providing general counsel services in a variety of practice areas. Our representation includes: general counseling and advice on operational matters; drafting and negotiation of a variety of business leases, contracts, and memoranda of understanding; drafting and negotiation of real estate purchase and sale agreements and leases for a variety of property types; advice and representation on real estate development, title, planning and zoning matters; litigation matters; and provide training and support for employment matters.

Advised a local credit union in the negotiation of core and ancillary contracts required for the development and implementation of its online banking system platform (including both internal and member-facing components). This included substantive review of privacy and data security requirements to ensure continuing compliance with the credit union’s regulatory and other legal obligations.

Advised clients having a national footprint in the retail and manufacturing/distribution industries, respectively, in the negotiation of core and ancillary contracts required for the development and implementation of their point-of-sale and back-end platforms (including both internal and customer-facing components). This included substantial attention to the integration of existing, third party technology with the new, core systems, to ensure interoperability of all aspects of the platform. Our representation also included substantive review of privacy and data security compliance obligations applicable to each client’s industry and customers.

Act as a virtual legal department to local credit unions, providing general counsel services in a variety of practice areas. Our representation includes: general counseling and advise on compliance and operational matters; assistance in addressing member questions and concerns, including questions associated with trust documents, probate matters, powers of attorney, custodian and guardianship; drafting and negotiation of a variety of business contracts, including transactions tied to technology, marketing, ecommerce, consulting and other services agreements, and loan sale/participation agreements; drafting and negotiation of real estate purchase and sale agreements and leases (including ancillary agreements) for a variety of property types (including pad site and in-line locations); provide assistance in trademark and branding matters; provide support for employment matters. We also provide early case assessment in dispute situations (including of matters raised with the client’s regulatory bodies. Discrete litigation matters are handled by separate agreement.

Represented a local credit union in the renegotiation of a series of contract relationships, involving services provided to the client directly and as a member of a multi-credit union consortium. This series of contracts involved back-end services and front-facing member services, including software-as-a-service (SaaS) relationships and point of sale (POS) customer service systems. Our representation required attention both to our client’s specific business and technology needs and also to managing the consortium relationship to maximize vendor concessions on pricing, implementation, transitional, and other critical needs.

Advice to three merged specialty practices in addressing ownership and stockholder agreement issues and the establishment and ownership of related surgery centers.

Advised a regional health care organization on possible investment in a managed care organization providing services to the Medicaid population.

Planning in connection with a corporate structuring of a seven-hospital not-for-profit health system to streamline operations and governance.

Representation of a physician-hospital organization in connection with its dissolution and liquidation.

Advice and representation in connection with a Management Services Agreement between hospital systems.

Representation of a behavioral health care provider in a corporate planning, restructuring and acquisitions.

Representation of participating physicians in an independent physician-owned and controlled integrated delivery system and practice management company.

Restructuring of a continuing care corporate group into a holding company organization and representation of the company in its contracting with a for-profit management company.