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January 22, 2024
Nashville partner Bob Wade will participate in the Health Care Compliance Association (HCCA) Anchorage Regional Compliance & Ethics Conference in Feb. 22-23. The conference will include topics on regulatory requirements, compliance enforcement, risk management, and maintaining an effective compliance program. Attendees will have the opportunity to earn live Compliance Certification Board (CCB) continuing education units (CEUs) and network with other professionals.
Anchorage Regional Compliance & Ethics Conference
Idea Exchange
Julia Zaft
Of Counsel
1905 NW Corporate Blvd
Suite 310
Boca Raton, FL 33431
Julia concentrates her practice on the intersection of corporate/M&A and healthcare law. She has nearly a decade of big law experience representing private equity funds and other institutional investors, serial entrepreneurs, small businesses and their owners. She has previously worked with physician groups, surgery centers, and other healthcare providers as outside general counsel and buy-side and...
Julia concentrates her practice on the intersection of corporate/M&A and healthcare law. She has nearly a decade of big law experience representing private equity funds and other institutional investors, serial entrepreneurs, small businesses and their owners. She has previously worked with physician groups, surgery centers, and other healthcare providers as outside general counsel and buy-side and sell-side deal counsel.
Clients rely on Julia for time-sensitive, solutions-oriented strategic legal advice on corporate governance, equity financing, contracting and complex transactional matters. She routinely leads transactions from start to finish, structuring the deal in conjunction with stakeholders, tax advisors and opposing counsel, preparing and negotiating the purchase agreement and other deal documents and managing all other legal workstreams, while guiding clients through the process to a successful closing.
Outside the deal context, Julia has developed longstanding relationships with clients as their trusted "go-to" outside general counsel. In such capacity, she zealously advocates for their interests vis-à-vis service arrangement negotiations with potential partners, risk management, compliance support/strategy, and otherwise facilitating clients' desired business objectives while navigating (and appropriately balancing) implicated healthcare or other laws.
Julia also helps clients to navigate the highly regulated healthcare industry, be it structuring lay investment in a physician or dental group in light of state corporate practice and fee-splitting restrictions, establishing a clinically integrated network or accountable care organization, or crafting a compensation plan in line with the client’s financial goals without running afoul of the Stark Law, Anti-Kickback Statute or state law corollaries. More generally, Julia evaluates the permissibility of provider compensation and ownership arrangements under fraud/abuse laws and restructures such arrangements as appropriate to minimize compliance risk.
sell-side deal counsel.
Clients rely on Julia for time-sensitive, solutions-oriented strategic legal advice on corporate governance, equity financing, contracting and complex transactional matters. She routinely leads transactions from start to finish, structuring the deal in conjunction with stakeholders, tax advisors and opposing counsel, preparing and negotiating the purchase agreement and other deal documents and managing all other legal workstreams, while guiding clients through the process to a successful closing.
Outside the deal context, Julia has developed longstanding relationships with clients as their trusted "go-to" outside general counsel. In such capacity, she zealously advocates for their interests vis-à-vis service arrangement negotiations with potential partners, risk management, compliance support/strategy, and otherwise facilitating clients' desired business objectives while navigating (and appropriately balancing) implicated healthcare or other laws.
Julia also helps clients to navigate the highly regulated healthcare industry, be it structuring lay investment in a physician or dental group in light of state corporate practice and fee-splitting restrictions, establishing a clinically integrated network or accountable care organization, or crafting a compensation plan in line with the client’s financial goals without running afoul of the Stark Law, Anti-Kickback Statute or state law corollaries. More generally, Julia evaluates the permissibility of provider compensation and ownership arrangements under fraud/abuse laws and restructures such arrangements as appropriate to minimize compliance risk.
Experience
Representative Matters
Corporate/M&A
- Transaction lead for a renowned Texas plastic surgery practice, medical spa, and ambulatory surgery center (ASC) in its sale to a PE-backed portfolio company, including deal document drafting, opposing counsel negotiations and management of client and investment banker communications.
- Outside GC for a growing collaborative care management (CoCM) provider, including service agreement negotiations with potential hospital/health system-partners, and ensuring compliant expansion into new jurisdictions via analysis of state corporate practice/fee-splitting restrictions, and telemedicine, scope of practice and licensure requirements for affiliated clinicians.
- Outside GC for a growing pain management/ASC platform, including overseeing equity recapitalization, restructuring and physician subscription in platform, facilitating physician add-ons and preparing go-forward forms of employment agreement and compliance materials in preparation for contemplated liquidity event in near future.
- Assisted with representation of Pediatrix, Inc. (f/k/a MEDNAX, Inc.), a national health solutions partner and leading provider of maternal-fetal, newborn and pediatric subspecialty care, on various corporate and divestiture matters, and oversight of due diligence and disclosure schedules process, as well as all healthcare regulatory deal approvals, in connection with (i) US $885 million sale of MEDNAX Radiology Solutions to Radiology Partners [Sept. 10, 2020]; and (ii) sale of MEDNAX American Anesthesiology division to North American Anesthesiology Partners (NAPA) [May 6, 2020].
- Deal lead for several Florida, Texas, Illinois, Kansas and Missouri ophthalmology and optometry practices and ASCs in their respective sales to PE funds, including as a platform acquisition of, and several add-on acquisitions for, a national PE-backed ophthalmology portfolio company.
- Corporate healthcare counsel and associate deal lead for a Canadian PE fund and secured lender, in a debt-for-equity exchange of Hygea Holdings Corp. and 32 affiliates, as part of Chapter 11 proceedings in the United States Bankruptcy Court for the District of Delaware, as well as the Second Amended Joint Chapter 11 Plan of Reorganization, effective July 15, 2020. Subsequently served as deal lead and sell-side counsel for Hygea’s successor-in-interest stemming from such Plan of Reorganization, in connection with distressed spinoff and sale of its Florida and Georgia businesses to third-party buyers.
- Assisted with representation of international generic drug manufacturer, in its proposed spinoff of a patient education/support subsidiary.
- Assisted with representation of physicians seeking to form cardiac catheterization laboratory and ASC, including preparing subscription/offering package, governance documents and management services agreement.
- Assisted with representation of East Texas health system, in connection with its sale of all its campuses and freestanding locations to a major 501(c)(3) Catholic health system, with southeastern U.S. and international operations in key emerging markets.
- Assisted with representation of the then-largest independent, multi-specialty physician group in the Chicago area, in a strategic partnership with a PE fund involving nearly $500 million of PE investment. The deal required several intermediate steps for tax reasons due to the group’s organization as an Illinois medical corporation, and to comply with Illinois corporate practice and fee-splitting prohibitions. It also allowed the physicians to retain majority ownership, a unique structure in the PE/healthcare sector.
Healthcare Regulatory
- Advised PE funds as healthcare regulatory deal counsel, as well as ongoing representation of their healthcare portfolio companies to resolve issues identified in due diligence, e.g., physical/occupational therapy and Applied Behavioral Analysis (ABA) (pediatric autism) platforms, as well as a national dental service organization (DSO) in its acquisition of multiple dental groups nationwide, followed by its ultimate sale to another PE sponsor.
- Day-to-day risk mitigation and compliance oversight for physician groups, surgery centers, hospitals, health systems, nursing homes and other healthcare providers, including preparing compliance program policies/procedures per OIG guidance, identifying and rectifying program gaps, working with client-stakeholders to ensure implementation and adherence thereto and supporting investigation and resolution of any claims.
- Drafted compliant physician compensation plans and other provider arrangements, including employment agreements, space sharing leases and hospital recruiting agreements in line with applicable healthcare laws, and assess compliance of client’s historic arrangements (with corresponding recommendation on any appropriate self-disclosures).
- Advised clients on various healthcare fraud/abuse matters, including:
- Funding, financing and structuring of physician subscription in ASCs and PE platforms.
- Negotiation of physician recruitment arrangements and corresponding analysis of desired bonus compensation, tuition reimbursement and other incentives.
- Determination of whether provider assumption of risk via participation in (i) capitated arrangements with payors and/or (ii) CMS Medicare Shared Savings Program (MSSP) or similar initiatives as an accountable care organization (ACO), constitutes the “business of insurance” triggering state licensure and other requirements.
- Assessment of necessary deal approvals vis-à-vis target healthcare licenses, permits, government program enrollments and accreditations, as well as regular outreach and coordination with governmental authorities and accrediting bodies for guidance as appropriate.
Previous Professional Experience
- Senior Corporate Healthcare Associate, PE Group, within the Miami, Florida office of the third largest law firm in the world (2018–2023).
- Associate Attorney, Healthcare & Life Sciences Industry Group, at the Austin, Texas office of a national Texas-based law firm (2017–2018).
- Associate, Healthcare Transactions Practice Group, within the St. Louis, Missouri office of a London-based international law firm (2014–2017).
- Summer Associate/Law Clerk, St. Louis, Missouri, for a nationally recognized boutique plaintiffs’ litigation firm (2013).
- Summer Clerk for Magistrate Judge T. Lane Wilson, U.S. District Courts, Northern District of Oklahoma (2012).
Education
- Washington University School of Law, JD, cum laude (2014)
- University of Michigan, BA, Spanish & Psychology, highest distinction (2010)
Admissions
- Florida
- Texas
- Missouri
Practice Areas
Representative Matters
Corporate/M&A
- Transaction lead for a renowned Texas plastic surgery practice, medical spa, and ambulatory surgery center (ASC) in its sale to a PE-backed portfolio company, including deal document drafting, opposing counsel negotiations and management of client and investment banker communications.
- Outside GC for a growing collaborative care management (CoCM) provider, including service agreement negotiations with potential hospital/health system-partners, and ensuring compliant expansion into new jurisdictions via analysis of state corporate practice/fee-splitting restrictions, and telemedicine, scope of practice and licensure requirements for affiliated clinicians.
- Outside GC for a growing pain management/ASC platform, including overseeing equity recapitalization, restructuring and physician subscription in platform, facilitating physician add-ons and preparing go-forward forms of employment agreement and compliance materials in preparation for contemplated liquidity event in near future.
- Assisted with representation of Pediatrix, Inc. (f/k/a MEDNAX, Inc.), a national health solutions partner and leading provider of maternal-fetal, newborn and pediatric subspecialty care, on various corporate and divestiture matters, and oversight of due diligence and disclosure schedules process, as well as all healthcare regulatory deal approvals, in connection with (i) US $885 million sale of MEDNAX Radiology Solutions to Radiology Partners [Sept. 10, 2020]; and (ii) sale of MEDNAX American Anesthesiology division to North American Anesthesiology Partners (NAPA) [May 6, 2020].
- Deal lead for several Florida, Texas, Illinois, Kansas and Missouri ophthalmology and optometry practices and ASCs in their respective sales to PE funds, including as a platform acquisition of, and several add-on acquisitions for, a national PE-backed ophthalmology portfolio company.
- Corporate healthcare counsel and associate deal lead for a Canadian PE fund and secured lender, in a debt-for-equity exchange of Hygea Holdings Corp. and 32 affiliates, as part of Chapter 11 proceedings in the United States Bankruptcy Court for the District of Delaware, as well as the Second Amended Joint Chapter 11 Plan of Reorganization, effective July 15, 2020. Subsequently served as deal lead and sell-side counsel for Hygea’s successor-in-interest stemming from such Plan of Reorganization, in connection with distressed spinoff and sale of its Florida and Georgia businesses to third-party buyers.
- Assisted with representation of international generic drug manufacturer, in its proposed spinoff of a patient education/support subsidiary.
- Assisted with representation of physicians seeking to form cardiac catheterization laboratory and ASC, including preparing subscription/offering package, governance documents and management services agreement.
- Assisted with representation of East Texas health system, in connection with its sale of all its campuses and freestanding locations to a major 501(c)(3) Catholic health system, with southeastern U.S. and international operations in key emerging markets.
- Assisted with representation of the then-largest independent, multi-specialty physician group in the Chicago area, in a strategic partnership with a PE fund involving nearly $500 million of PE investment. The deal required several intermediate steps for tax reasons due to the group’s organization as an Illinois medical corporation, and to comply with Illinois corporate practice and fee-splitting prohibitions. It also allowed the physicians to retain majority ownership, a unique structure in the PE/healthcare sector.
Healthcare Regulatory
- Advised PE funds as healthcare regulatory deal counsel, as well as ongoing representation of their healthcare portfolio companies to resolve issues identified in due diligence, e.g., physical/occupational therapy and Applied Behavioral Analysis (ABA) (pediatric autism) platforms, as well as a national dental service organization (DSO) in its acquisition of multiple dental groups nationwide, followed by its ultimate sale to another PE sponsor.
- Day-to-day risk mitigation and compliance oversight for physician groups, surgery centers, hospitals, health systems, nursing homes and other healthcare providers, including preparing compliance program policies/procedures per OIG guidance, identifying and rectifying program gaps, working with client-stakeholders to ensure implementation and adherence thereto and supporting investigation and resolution of any claims.
- Drafted compliant physician compensation plans and other provider arrangements, including employment agreements, space sharing leases and hospital recruiting agreements in line with applicable healthcare laws, and assess compliance of client’s historic arrangements (with corresponding recommendation on any appropriate self-disclosures).
- Advised clients on various healthcare fraud/abuse matters, including:
- Funding, financing and structuring of physician subscription in ASCs and PE platforms.
- Negotiation of physician recruitment arrangements and corresponding analysis of desired bonus compensation, tuition reimbursement and other incentives.
- Determination of whether provider assumption of risk via participation in (i) capitated arrangements with payors and/or (ii) CMS Medicare Shared Savings Program (MSSP) or similar initiatives as an accountable care organization (ACO), constitutes the “business of insurance” triggering state licensure and other requirements.
- Assessment of necessary deal approvals vis-à-vis target healthcare licenses, permits, government program enrollments and accreditations, as well as regular outreach and coordination with governmental authorities and accrediting bodies for guidance as appropriate.
Previous Professional Experience
- Senior Corporate Healthcare Associate, PE Group, within the Miami, Florida office of the third largest law firm in the world (2018–2023).
- Associate Attorney, Healthcare & Life Sciences Industry Group, at the Austin, Texas office of a national Texas-based law firm (2017–2018).
- Associate, Healthcare Transactions Practice Group, within the St. Louis, Missouri office of a London-based international law firm (2014–2017).
- Summer Associate/Law Clerk, St. Louis, Missouri, for a nationally recognized boutique plaintiffs’ litigation firm (2013).
- Summer Clerk for Magistrate Judge T. Lane Wilson, U.S. District Courts, Northern District of Oklahoma (2012).
Media
Professional Activities
- American Bar Association (ABA), Health Law Section
- American Health Lawyers Association (AHLA)
Community
Julia served as Secretary from 2016-2017 of the Austin State Hospital Volunteer Services Council, the charity arm for the oldest mental health care facility in Texas. She also assisted the following organizations on a pro bono basis for an extended period of time:
- A 501(c)(3) nonprofit organization aimed at eliminating controlled substance diversion via disclosure and community awareness: Preparation and submission of 501(c)(3) application to IRS, as well as formation and ongoing compliance matters.
- A DC-based nonprofit charitable foundation and membership organization, including revamping its policies and procedures manual, preparing amended and restated bylaws governing the central DC entry, and analysis of charitable solicitation requirements in DC and several states, in connection with an audit of the foundation's solicitation policies as well as proposal of best practices going forward to ensure compliance.
Julia concentrates her practice on the intersection of corporate/M&A and healthcare law. She has nearly a decade of big law experience representing private equity funds and other institutional investors, serial entrepreneurs, small businesses and their owners. She has previously worked with physician groups, surgery centers, and other healthcare providers as outside general counsel and buy-side and... sell-side deal counsel.
Clients rely on Julia for time-sensitive, solutions-oriented strategic legal advice on corporate governance, equity financing, contracting and complex transactional matters. She routinely leads transactions from start to finish, structuring the deal in conjunction with stakeholders, tax advisors and opposing counsel, preparing and negotiating the purchase agreement and other deal documents and managing all other legal workstreams, while guiding clients through the process to a successful closing.
Outside the deal context, Julia has developed longstanding relationships with clients as their trusted "go-to" outside general counsel. In such capacity, she zealously advocates for their interests vis-à-vis service arrangement negotiations with potential partners, risk management, compliance support/strategy, and otherwise facilitating clients' desired business objectives while navigating (and appropriately balancing) implicated healthcare or other laws.
Julia also helps clients to navigate the highly regulated healthcare industry, be it structuring lay investment in a physician or dental group in light of state corporate practice and fee-splitting restrictions, establishing a clinically integrated network or accountable care organization, or crafting a compensation plan in line with the client’s financial goals without running afoul of the Stark Law, Anti-Kickback Statute or state law corollaries. More generally, Julia evaluates the permissibility of provider compensation and ownership arrangements under fraud/abuse laws and restructures such arrangements as appropriate to minimize compliance risk.
Experience
Following is a selected sampling of matters and is provided for informational purposes only. Past success does not indicate the likelihood of success in any future matter.Representative Matters
Corporate/M&A
- Transaction lead for a renowned Texas plastic surgery practice, medical spa, and ambulatory surgery center (ASC) in its sale to a PE-backed portfolio company, including deal document drafting, opposing counsel negotiations and management of client and investment banker communications.
- Outside GC for a growing collaborative care management (CoCM) provider, including service agreement negotiations with potential hospital/health system-partners, and ensuring compliant expansion into new jurisdictions via analysis of state corporate practice/fee-splitting restrictions, and telemedicine, scope of practice and licensure requirements for affiliated clinicians.
- Outside GC for a growing pain management/ASC platform, including overseeing equity recapitalization, restructuring and physician subscription in platform, facilitating physician add-ons and preparing go-forward forms of employment agreement and compliance materials in preparation for contemplated liquidity event in near future.
- Assisted with representation of Pediatrix, Inc. (f/k/a MEDNAX, Inc.), a national health solutions partner and leading provider of maternal-fetal, newborn and pediatric subspecialty care, on various corporate and divestiture matters, and oversight of due diligence and disclosure schedules process, as well as all healthcare regulatory deal approvals, in connection with (i) US $885 million sale of MEDNAX Radiology Solutions to Radiology Partners [Sept. 10, 2020]; and (ii) sale of MEDNAX American Anesthesiology division to North American Anesthesiology Partners (NAPA) [May 6, 2020].
- Deal lead for several Florida, Texas, Illinois, Kansas and Missouri ophthalmology and optometry practices and ASCs in their respective sales to PE funds, including as a platform acquisition of, and several add-on acquisitions for, a national PE-backed ophthalmology portfolio company.
- Corporate healthcare counsel and associate deal lead for a Canadian PE fund and secured lender, in a debt-for-equity exchange of Hygea Holdings Corp. and 32 affiliates, as part of Chapter 11 proceedings in the United States Bankruptcy Court for the District of Delaware, as well as the Second Amended Joint Chapter 11 Plan of Reorganization, effective July 15, 2020. Subsequently served as deal lead and sell-side counsel for Hygea’s successor-in-interest stemming from such Plan of Reorganization, in connection with distressed spinoff and sale of its Florida and Georgia businesses to third-party buyers.
- Assisted with representation of international generic drug manufacturer, in its proposed spinoff of a patient education/support subsidiary.
- Assisted with representation of physicians seeking to form cardiac catheterization laboratory and ASC, including preparing subscription/offering package, governance documents and management services agreement.
- Assisted with representation of East Texas health system, in connection with its sale of all its campuses and freestanding locations to a major 501(c)(3) Catholic health system, with southeastern U.S. and international operations in key emerging markets.
- Assisted with representation of the then-largest independent, multi-specialty physician group in the Chicago area, in a strategic partnership with a PE fund involving nearly $500 million of PE investment. The deal required several intermediate steps for tax reasons due to the group’s organization as an Illinois medical corporation, and to comply with Illinois corporate practice and fee-splitting prohibitions. It also allowed the physicians to retain majority ownership, a unique structure in the PE/healthcare sector.
Healthcare Regulatory
- Advised PE funds as healthcare regulatory deal counsel, as well as ongoing representation of their healthcare portfolio companies to resolve issues identified in due diligence, e.g., physical/occupational therapy and Applied Behavioral Analysis (ABA) (pediatric autism) platforms, as well as a national dental service organization (DSO) in its acquisition of multiple dental groups nationwide, followed by its ultimate sale to another PE sponsor.
- Day-to-day risk mitigation and compliance oversight for physician groups, surgery centers, hospitals, health systems, nursing homes and other healthcare providers, including preparing compliance program policies/procedures per OIG guidance, identifying and rectifying program gaps, working with client-stakeholders to ensure implementation and adherence thereto and supporting investigation and resolution of any claims.
- Drafted compliant physician compensation plans and other provider arrangements, including employment agreements, space sharing leases and hospital recruiting agreements in line with applicable healthcare laws, and assess compliance of client’s historic arrangements (with corresponding recommendation on any appropriate self-disclosures).
- Advised clients on various healthcare fraud/abuse matters, including:
- Funding, financing and structuring of physician subscription in ASCs and PE platforms.
- Negotiation of physician recruitment arrangements and corresponding analysis of desired bonus compensation, tuition reimbursement and other incentives.
- Determination of whether provider assumption of risk via participation in (i) capitated arrangements with payors and/or (ii) CMS Medicare Shared Savings Program (MSSP) or similar initiatives as an accountable care organization (ACO), constitutes the “business of insurance” triggering state licensure and other requirements.
- Assessment of necessary deal approvals vis-à-vis target healthcare licenses, permits, government program enrollments and accreditations, as well as regular outreach and coordination with governmental authorities and accrediting bodies for guidance as appropriate.
Previous Professional Experience
- Senior Corporate Healthcare Associate, PE Group, within the Miami, Florida office of the third largest law firm in the world (2018–2023).
- Associate Attorney, Healthcare & Life Sciences Industry Group, at the Austin, Texas office of a national Texas-based law firm (2017–2018).
- Associate, Healthcare Transactions Practice Group, within the St. Louis, Missouri office of a London-based international law firm (2014–2017).
- Summer Associate/Law Clerk, St. Louis, Missouri, for a nationally recognized boutique plaintiffs’ litigation firm (2013).
- Summer Clerk for Magistrate Judge T. Lane Wilson, U.S. District Courts, Northern District of Oklahoma (2012).
Education
- Washington University School of Law, JD, cum laude (2014)
- University of Michigan, BA, Spanish & Psychology, highest distinction (2010)
Admissions
- Florida
- Texas
- Missouri
Practice Areas
Industries
- American Bar Association (ABA), Health Law Section
- American Health Lawyers Association (AHLA)
Julia served as Secretary from 2016-2017 of the Austin State Hospital Volunteer Services Council, the charity arm for the oldest mental health care facility in Texas. She also assisted the following organizations on a pro bono basis for an extended period of time:
- A 501(c)(3) nonprofit organization aimed at eliminating controlled substance diversion via disclosure and community awareness: Preparation and submission of 501(c)(3) application to IRS, as well as formation and ongoing compliance matters.
- A DC-based nonprofit charitable foundation and membership organization, including revamping its policies and procedures manual, preparing amended and restated bylaws governing the central DC entry, and analysis of charitable solicitation requirements in DC and several states, in connection with an audit of the foundation's solicitation policies as well as proposal of best practices going forward to ensure compliance.
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