R. Michael Barry

Partner

Fax: 404.873.8699
Atlanta
171 17th Street NW
Suite 2100
Atlanta, Georgia 30363

Biography

Michael is a partner in the firm’s Corporate & Finance practice, a co-chair of the Healthcare practice, and chair of the Hospitals & Health Systems industry team. Health systems and other healthcare industry providers seek Michael’s discerning legal advice in transactional and regulatory law, often serving as outside general counsel to those organizations who lack an in-house legal team. In addition to large healthcare organizations, Michael also advises institutional physician practices, associations and medical device manufacturers. He has a practical, on-point style to working through complex legal issues and his clients appreciate his confident negotiation skills.

As a former healthcare tax consultant with an MBA, Michael provides well-rounded legal advice rooted in solid business practices. He advises on acquisitions, divestitures and joint venture agreements, corporate governance, shareholder agreements, employment agreements and separation arrangements, corporate practice of medicine issues, and other general business and daily operational matters. With 25 years of experience, Michael thoughtful advises on some of the most complicated joint ventures between hospitals and physician groups, ambulatory surgery centers, medical practice sales and acquisitions, medical office leases and buy-side and sell-side health care regulatory due diligence at both the state and federal levels.

Experience

  • Provided antitrust analysis and advice with respect to joint affiliation and clinical integration agreement.

  • Represented a large regional health system in the corporate restructure of its operations from a Georgia Hospital Authority operated hospital to a restructured, tax exempt not for profit hospital.

  • Provided strategic advice on potential affiliations, including antitrust analysis.

  • Represented a Georgia hospital authority in its restructure pursuant to the Hospital Authorities Law and its subsequent affiliation with two out-of-state health systems, including representation of the newly restructured health system in the Attorney General hearing process under the Georgia Hospital Acquisitions Act.

  • Represented a large, multi-specialty institutional provider in its national expansion, including analysis of corporate practice of medicine issues; state and federal fraud and abuse analysis; joint venture formation and corporate governance issues.

  • Served as lead counsel for a large, multi-hospital health system in its merger with another large, multi-hospital health system, including the Georgia Attorney General hearing process required under the Georgia Hospital Acquisitions Act.

  • Represented a Georgia hospital authority in its sale of certain hospital assets to a national hospital operator, including the representation of the Hospital Authority in the Attorney General hearing process under the Georgia Hospital Acquisitions Act.

  • Represented a large medical practice in the redemption of departing shareholder physicians, including advice regarding post-shareholder employment and restrictive covenant enforcement issues.

  • Represented a national medical practice and management company in the evaluation and response to federal and multi-state HIPAA security and privacy matters, including review of the alleged breach, assembly of patient and business partner communications, notification of state and federal parties.

  • Represented a national medical practice and management company with regard to physician employee issues, including advise related to termination of physician employees and applicable restrictive covenant issues.

  • Represented a national medical practice and management company in the evaluation and response to federal and state HIPAA security and privacy matters.

  • Represented multiple, large medical practices in the development of medical directorship agreements.

  • Represented a national medical practice and management company in the analysis of accountable care organizations and advice regarding necessary corporate and regulatory structures to permit participation in multiple ACOs.

  • Represented a national pain management company address state and federal regulatory matters related to acquisitions and subsequent corporate reorganization.

  • Represented a large health system in the development and negotiation of clinical trial program agreements.

  • Represented a national medical practice’s and management company’s expansion into multiple states, including advice regarding provider licensing and state corporate practice of medicine issues, including formation of new corporate entities as appropriate and drafting and negotiating provider employment agreements.

  • Represented a large medical practice in the advice and negotiation of new physician employment agreements, including restrictive covenant issues.

  • Representation of a national medical practice and management company in the establishment of physician-owned single specialty ambulatory surgery centers and submissions of requests for letters of non-reviewability including advice regarding applicable corporate structures to address federal and state laws.

  • Represented a large hospital system in the development of a professional services agreement for the development and offering of general surgery services.

  • Represented a national medical practice and management company with regard to the negotiation of a new billing and collection agreement, including privacy and security matters and related indemnity obligations.

  • Represented a multi-state medical practice management company start-up in the acquisition of multiple additional medical practices, including all aspects of the transaction from letter of intent to due diligence to transaction documents.

  • Represented a national medical practice and management company with regard to joint venture relationships with national health systems.

  • Represented a national medical practice and management company in the transfer of ownership among designated “friendly physicians”, including advice regarding applicable CON and licensing requirements.

  • Representation of a Georgia medical practice in formation and structure issues related to relocation of a medical practice and establishment of a physician-owned single specialty ambulatory surgery centers and submissions of requests for letters of non-reviewability including advice regarding applicable corporate structures applicable to the involvement of other non-specialists and related specialty physicians.

  • Represented a multi-state medical practice management company start-up in the acquisition of multiple additional medical practices, including all aspects of the transaction from letter of intent to due diligence to transaction documents.

  • Represented a large multi-location medical practice in the acquisition of multiple additional medical practices, including all aspects of the transaction from letter of intent to due diligence to transaction documents.

  • Represented a national medical practice and management company in the analysis of various Stark and Antikickback issues related to expansion of the business model and relationships with physicians, health systems and other vendors and providers.

  • Represented a large hospital system in the development of a regional urgent care joint venture arrangement, including tax strategy, corporate structure and regulatory analysis.

  • Represented a large regional health system in the acquisition of a privately held, joint venture ancillary service provider.

  • Represented a national subspecialty services provider and management company in the analysis of related fraud and abuse issues.

  • Stark law analysis of compensation model for senior physician leadership

  • Represented a large hospital system in the development of a single specialty (hospital-physician) joint venture ambulatory surgery center.

  • Represented a large single specialty physician group in the addition of new shareholders in both the main practice and ancillary lines of business.

  • Represented a single specialty surgery center in the negotiation, diligence, fraud and abuse counseling, and drafting of joint venture with a large regional health system.

  • Represented a national subspecialty services provider and management company in its corporate reorganization and national development.

  • Structuring contracts and policies for 24×7 staffing of ICU with intensivist physicians.

  • Represented a national subspecialty services provider and management company in the acquisition of related providers.

  • Assisted a large regional hospital system in the development and negotiation of an exclusive provider agreement for hospital based services.

  • Represented a national subspecialty services provider and management company in the development, fraud and abuse counseling, and negotiation of national service line management program and related exclusive service provider agreements.

  • Represented a large regional health system in the evaluation (and solution) of a restrictive covenant and its implications to the development of a significant service line.

  • Represented a community hospital in the development and negotiation of an emergency room staffing agreement.

  • Represented a community hospital in the development and negotiation of a hospitalist agreement.

  • Advised a national hospitalist firm on federal and state breach notification obligations arising from a potential breach experienced by a subcontractor which may have exposed protected health information over the internet.

  • Represented a large regional hospital system in the development of a professional services arrangement, including all aspects of the transaction, including due diligence, negotiation of primary agreements, regulatory filings (state and federal).

  • Represented a large hospital system in the development of a system-wide, multi-specialty, physician practice acquisition strategy and process; including all documentation and negotiation.

  • Serving as health regulatory counsel to private equity group in the acquisition of home health provider, including transfer of all necessary operational licenses. Purchase price was in excess of $5 million.

  • Represented a group practice in the negotiation, diligence, fraud and abuse counseling, and drafting of a professional services agreement with a large regional health system.

  • Represented a large hospital system in the negotiation and drafting of a specialty co-management agreement including all corporate transactional agreements and development of applicable co-management measurement metrics in compliance with federal fraud and abuse requirements.

  • Serving as health regulatory counsel to private equity group in acquisition of substantially all of the assets of a national hospital chain. Transaction value in excess of $1 billion.

  • Represented a physician specialty group practice in asset sale to tax-exempt hospital system and related development of a center of excellence. Varied employment arrangements for all acquired providers. Purchase price was in excess of $5 million.

  • Served as lead counsel for a development of regional 20+ physician group practice utilizing clinical integration and financial integration. Transaction included negotiation and establishment of employments agreements, operating agreement and management agreement in compliance with both federal fraud and abuse and anti-trust compliance requirements.

  • Represented a large hospital system in fraud and abuse analysis related to the development and securities offering of multi-specialty ambulatory surgery center.

  • Represented a large hospital system in the negotiation and drafting of a specialty joint venture agreement, including all regulatory analysis and drafting of corporate transaction documents.

  • Represented solo physician specialty practice in asset sale to publicly traded physician management company. Transaction included negotiation and transfer of exclusive services agreement with multiple area hospitals. Development of post-closing contingent compensation system tied to individual physician requirements and needs. Varied employment arrangements for all acquired providers. Purchase price was in excess of $4 million.

  • Represented a 30-physician specialty group practice in stock sale to publicly traded physician management company. Transaction included negotiation and transfer of exclusive services agreement with multiple area hospitals. Development of post-closing agreement on management and policy that included recognition of senior and junior physicians, intra-practice leadership and transition models. Varied employment arrangements for all acquired providers. Negotiation and early termination of office lease, including all physician guarantees. Purchase price was in excess of $70 million.

  • Represented a physician specialty group practice and related ambulatory surgery center in asset sale to tax-exempt hospital system and related development of a center of excellence. Transaction included development of post-closing agreement on management and policy.  Varied employment arrangements for all acquired providers. Purchase price was in excess of $4 million.

  • Represented a national credit reporting system in a seven year effort to amend the Fair Credit Reporting Act to enhance privacy protections and identity theft prevention protections in the Fair and Accurate Credit Transactions Act (FACTA).

  • Represented a Georgia hospital authority in its lease of certain hospital assets to a regional hospital operator, including the representation of the Hospital Authority in the Attorney General hearing process under the Georgia Hospital Acquisitions Act.

  • Represented a hospital system in its renegotiation of certain PSA-based specialty physician services, over a large regional footprint.

  • Represented a hospital system in its renegotiation of certain exclusive arrangements for hospital-based specialty services.

  • Representing a medical practice and real estate development company in the analysis of Stark, federal anti-kickback, state certificate of need rules and corporate practice of medicine rules in conjunction with an analysis of various equity investment options to be made available to physician-investors in a $15 million medical office building and subsequent tenant-based health care service providers (e.g., laboratories, imaging centers).

  • Served as lead counsel for a multi-hospital health system in its affiliation with a regional health system, including the representation of the Hospital Authority in the Attorney General hearing process under the Georgia Hospital Acquisitions Act.

Credentials

  • University of Georgia, Master of Business Administration
  • University of Georgia School of Law, Juris Doctor
  • University of Georgia, Bachelor of Business Administration,
    cum laude
  • State of Georgia 1996
  • Superior Courts of Georgia
  • Supreme Court of Georgia
  • United States District Court for the Northern District of Georgia
  • United States Court of Appeals for the Eleventh Circuit
    • American Bar Association – Section of Health and Business Law
    • American Health Lawyers Association
    • Atlanta Bar Association
    • University of Georgia Terry College of Business Alumni Board (Secretary-Treasurer, 2012-13, Chairman, MBA Committee 2010-11)
    • Leadership Georgia, Class of 2005

Recognition

  • Georgia Super Lawyers, 2015-20
  • Best Lawyers in America (Healthcare Law), 2015-20
  • Chambers USA: America’s Leading Lawyers, 2013-14, 2018-20
  • “Legal Elite,” Georgia Trend, 2012, 2017, 2019
  • “Rising Star,” Georgia Super Lawyers, 2005–06, 2009, 2011
  • “Outstanding Young Alumni,” University of Georgia Terry College of Business, 2008
  • “Outstanding Physician Practice Lawyer,” Nightingale’s Healthcare News, 2006