The transfer of a health insurance/managed care business

The owners of a health insurance/managed care business may want to sell that business for a variety of reasons. Health care provider systems may want to exit that business due to operating losses, difficulty in complying with regulations, the inherent conflict in operating that business as part of a provider system, or the desire to focus on being a health care provider. Health insurers/HMOs may want to sell all or a portion of their business due to operating losses, difficulty in servicing a particular market, or a desire to focus on other markets. No matter what reason prompts a seller to undertake a sale, a sale of health insurance/managed care business can be a complicated transaction involving a multitude of issues. This article will focus first on the ways in which such a sale may be structured. The article will then discuss some transactional issues that may arise in the negotiations for the sale of a health insurance/managed care business. The article will then focus on some particular legal issues that arise in each sale-e.g., antitrust, HIPAA, regulatory approvals, and charitable issues. Finally, this article will provide an overview of tax structuring considerations.