M&A and Other Transactions

This post is the third in our three-part series, Gearing Up for HTLH USA 2025, where our team of attorneys will share insights on intellectual property, equity, and exit strategies and how these issues intersect in the transactional context.

HLTH USA is a whirlwind—partnering, investor meetings, and press all compressed into a few fast-moving days. That intensity can be great, but it can also be risky for protecting and maximizing the value of your intellectual property. In the rush to network, pitch, and show off your innovation, it is easy to jeopardize your patent or trade secret rights by disclosing too much detail in a conversation or showing more than you should at your booth.

As HLTH approaches, it is worth pausing to consider how a thoughtful IP strategy can protect your company’s most valuable assets not only during HLTH itself, but long afterward.

Capturing innovation is just as important as protecting it. A simple invention disclosure form — recording the technical problem, your solution, key data, and alternative embodiments — can become the backbone of a provisional patent filing. Filing quickly, before public disclosures, is critical. But speed shouldn’t come at the expense of substance. A well-prepared provisional application, rich with enabling detail and variations, buys you time to refine claims and sequence international filings. Resist the temptation to file a “skeleton” provisional unless you have no other option.

In medtech and life sciences, it is often valuable to cover not just the device or system, but also methods of use (including physician workflows), manufacturing or assay methods, and the software or algorithms that deliver a concrete technical improvement. Enabling disclosure for a variety of embodiments can make all the difference when it comes to enforcement or licensing down the road.

This post is the second in our three-part series, Gearing Up for HTLH USA 2025, where our team of attorneys will share insights on intellectual property, equity, and exit strategies and how these issues intersect in the transactional context.

The healthcare industry is undergoing a rapid transformation, with startups driving innovation in patient care, diagnostics, data management, and telemedicine.

In today’s rapidly evolving healthcare industry, startup companies face significant hurdles in bringing innovative solutions to market. Licensing software and intellectual property provides a practical pathway for startups to overcome high development costs, regulatory complexities, and the need for advanced technology. By understanding various licensing models and the strategic importance of partnerships, healthcare startups can accelerate growth while ensuring compliance and security. This guide aims to empower entrepreneurs with the knowledge needed to make informed decisions about licensing, ultimately supporting innovation and better patient outcomes.

Colorado flag waving

Since the 2022 overhaul of Colorado’s restrictive covenant statute, C.R.S. § 8-2-113, the Colorado legislature has made ongoing amendments to the law which continue the trend of limiting the effectiveness of restrictive covenants in the state. Most recently, the 2025 General Assembly took aim at the provisions of the statute regarding restrictive covenants’ applicability to select healthcare providers as well as buyers and sellers of a business.

IRS Internal Revenue Service documents and folder.

Taxpayers may encounter a variety of challenges as the IRS is facing one of its smallest (and least experienced) workforces since the 1970s. Continuing the theme of our previous article authored by Robert Romashko, the following discussion highlights some specific tax diligence areas of concern in the healthcare space. The problems of a very outdated IT system still exist – the IRS still uses fax machines in communications with taxpayers.

Last fall, private equity and hedge fund investors were given a reprieve from the prospect of increased oversight of healthcare transactions when California Governor Gavin Newsom unexpectedly vetoed Assembly Bill 3129 (AB 3129). That bill would have required review and approval by the California Attorney General of certain healthcare transactions involving private equity groups and hedge funds and imposed limitations on contractual relationships between investors and healthcare providers. On February 12, 2025, Senator Christopher Cabaldon (D-Sacramento) introduced Senate Bill 351 (SB 351), which revives aspects of AB 3129 relating to relationships between private equity groups and hedge funds and physician and dental practices, reinforcing California’s existing corporate practice of medicine and corporate practice of dentistry bars.

pharmacy sign

On November 15, 2024, the California Board of Pharmacy issued a public notice of its intent to modify Cal. Code Regs. tit. 16 § 1708.2, which governs the discontinuation of pharmacy businesses in California. The regulation currently states:

“Any permit holder shall contact the board prior to transferring or selling any dangerous drugs, devices or…

On August 31, the last day of its 2024 Legislative Session, the California Legislature approved Assembly Bill 3129 (Wood), which provides for notification to and review by the Attorney General of health care transactions involving private equity groups and hedge funds. This bill has been subject to intense lobbying, and its scope changed significantly in the month leading up to its passage. Governor Newsom is expected to sign the legislation in September. It is worth a comprehensive look at the final version of the bill, which will have a significant impact on future private equity transactions in California.

Investor-Hat_-When-Physicians

Engaging in management and investor conversations about maintaining and growing a business is critical, no matter the industry. Whether you’re discussing normal business sustainability, organic growth, or contemplating a sale, these discussions become more complex when practicing physicians are the business’s revenue generators. These conversations must be handled carefully to comply with the spirit and letter of healthcare’s strict fraud and abuse laws. To ensure these discussions are both productive and compliant, it’s essential to navigate these complex regulations effectively.