When you are looking purchase a medical business or sell one the buyer needs to understand your business. Typically the more the buyer understands the business, the better assessment they can make and the smoother the transaction will go.
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Here is a typical check list for that:
SAMPLE DUE DILIGENCE CHECKLIST FOR MEDICAL BUSINESS ACQUISITION
Background of the Medical Business
1. Review of Corporate Records – Articles of Incorporation, Operating Agreements, Bylaws, Shareholder Roster, Board Meeting Minutes, Shareholder Agreements,
2. Organizational structures, departments and employees,
i. Organizational Chart
ii. List of all Employees, with compensation, benefits and accrued vacation
3. Financial Statements, audited financial statements going back at least 3 years;
NOTE: Copies of All bank statements will help the buyer understand and confirm that the numbers are real.
4. List of hard assets – furniture, fixtures and equipment,
5. Copy of all Key contracts, including
a) Employment Contracts
b) Management Contracts
c) Equipment leases
d) Vendor Agreements
e) Maintenance Agreements
f) Software Agreements
g) Payor Contracts (price lists removed)
h) Support services (billing, computers, and personnel)
NOTE: Review check register for prior 6 months to confirm all contracts are accounted for.
NOTE: Confirm that copies of contracts are fully executed
6. Payor mix
7. Copy of Check Register for prior 6 months
8. Real Estate portfolio – list of properties owned and leased
9. Copy of all insurance policies
10. Malpractice history and claims history on all licensed professionals going back 10 years
11. Regulatory Filings,
12. Copy of license, permits and certifications of the Medical Business
NOTE: Also include copy of all correspondence for the prior 5 years from licensing/permitting/certification agency
13. Review of debt instruments/bond covenants,
14. Current insurance and malpractice history of the Medical Business
15. Threatened or pending litigation
16. Staff qualifications
17. Copies of letters from CMS, OIG, other government agencies for prior 5 years
18. All liens, mortgages, bonds, and UCC Lien filings.
At Mirza Healthcare Law Partners, one of our strengths is conducting Mergers & Acquisitions in Medical Businesses. Our attorneys have done mergers and acquisitions and led teams to make the transaction happen. Whether you need assistance on a large acquisition or a small one, we cater to the needs of the client. Ask us about our 140 point due diligence checklist!
Here is an informative video seminar on How Mergers and Acquisitions are Done in Healthcare.
Hosted by the South Florida Hospital News and Healthcare Reporter.