M&A Science3 Apr 2025

Private Equity in Healthcare: Legal Challenges and Best Practices for 2025 with Andrew Bab

Andrew Bab, Partner & Co-Chair of the Healthcare Group at Debevoise & Plimpton LLP

In this episode of M&A Science, Andrew Bab joins Kison Patel live in New York to dive into the fast-changing legal landscape facing private equity deals in healthcare. From emerging state-level regulations and reverse CFIUS to FDA policy shifts and CVR litigation, Andrew offers a masterclass in legal diligence and deal structuring. They also explore how political scrutiny and increasing regulatory complexity are driving the need for more proactive, buyer-led approaches in healthcare M&A.

Things you will learn:

How state-level regulation is changing the game for healthcare deals
What private equity needs to know about DEI rollbacks and False Claims Act liability
Impacts of recent Delaware case law and why some firms are leaving the state
When to use CVRs in pharma M&A and the litigation risks they carry
How new HSR rules and antitrust dynamics are shifting auction timelines

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What is the Buyer-Led M&A™ Virtual Summit

This isn't just another webinar—it's an interactive experience designed to give you the tools and strategies to lead your M&A deals with confidence. This half-day event brings together corporate development leaders and M&A experts to explore Buyer-Led M&A™, showing how you can take control of every stage of the deal.

Register Now: DealRoom.net/Summit

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Episode Timestamps:

[00:01:30] Andrew's background and overview of Debevoise & Plimpton's healthcare practice

[00:03:00] Regulatory updates: DEI rollbacks, reverse CFIUS, foreign direct investment

[00:05:30] National security laws expanding into tech, steel, and social media

[00:06:00] Antitrust enforcement differences between Trump and Biden administrations

[00:09:00] Delaware case law: MFW, Molus, Crispo and corporate governance implications

[00:15:00] State-level regulation of healthcare deals (e.g., CA OHCA, MA law)

[00:18:30] FDA's AI guidance and post-Chevron court deference

[00:21:00] CVRs in pharma: structuring, litigation risk, and buyer incentives

[00:29:00] Put/call deal structures for PE–strategic healthcare partnerships

[00:32:30] HSR form overhaul and implications for auction vs. proprietary deals

[00:34:30] Increased scrutiny of PE under False Claims Act and integration risk

[00:44:00] Political scrutiny of PE in healthcare and rising public pressure

[00:47:00] "Craziest M&A moment" – Mercury in the House of Orion delays closing

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