Deals & Corporate Governance

Expert Analysis

• Risk Reduction Lessons For PE Firms From PowerSchool Suit

  

  A California federal court's recent orders allowing claims against Bain Capital to proceed based on a data breach at its subsidiary PowerSchool indicate that private equity firms need to strategically approach acquisition activities to avoid cybersecurity risks, say attorneys at Womble Bond.

• PowerSchool Data Breach Ruling Underscores PE Liability

  

  The recent California federal court decision in PowerSchool, where Bain Capital was unable to dismiss claims relating to a data breach based in part on Bain's preinvestment activities, is an important addition to the line of cases addressing investor liability for acts of a portfolio company, says Mark Kelley at MoloLamken.

• Calif. Case Raises Questions For Medical Practice Investors

  

  The California attorney general's amicus brief in Art Center v. WCE and the California Medical Association's response highlight how the California appeals court's ruling could significantly affect the structure and enforceability of succession arrangements in medical practice ownership, say attorneys at Ropes & Gray.

• How CMS Fraud Priorities Complicate Provider Acquisitions

  

  As the Centers for Medicare & Medicaid Services steps up usage of its affiliates authority and post-transaction audits, parties contemplating the acquisition or sale of home health and hospice providers should take steps to avoid the potential suspension of Medicare billing privileges, say attorneys at Alston & Bird.

• The Challenge Of Stabilizing Rural Hospitals On The Brink

  

  The outlook for rural hospitals has grown more concerning, as recent policy and regulatory developments are decreasing hospital revenues and increasing the cost of uncompensated care, which may result in additional hospital closures, service reductions, or mergers and acquisitions, say Omur Celmanbet, Kristy Piccinini and Sabiha Quddus at FTI Consulting.

• Bid Protest Spotlight: Evidence, Tailored Talks, Materiality

  

  In this month's bid protest roundup, Brian Doll at MoFo delves into three recent decisions from the Government Accountability Office about the evidentiary standards necessary to sustain a protest, discussions tailored to individual proposals, and misrepresentation claims involving factors irrelevant to the agency's decision.

• Senior Housing Demands A Distinct Dealmaking Playbook

  

  An aging population and evolving state regulations underscore a critical reality that senior housing assets can undergo operational or compliance shifts during dealmaking, highlighting the need for unique contractual safeguards like expanded disclosures, anchored notice obligations, and targeted closing conditions and remedies, say attorneys at Goodwin.

• OhioHealth Suit Signals Higher Antitrust Heat On Hospitals

  

  The recent antitrust lawsuit against OhioHealth by the U.S. Justice Department and Ohio attorney general shows that federal and state enforcers are closely examining the competition issues in the healthcare sector, including restrictive contracts and antisteering practices, say attorneys at Freshfields.

• What Changed For Healthcare Transaction Law In 2025

  

  Though much of the legislation introduced last year to expand state scrutiny of healthcare transactions did not pass, investors should pay close attention to the overarching trends, which are likely to continue in this year's legislative sessions, say attorneys at Ropes & Gray.

• Key Trends In Healthcare Antitrust In 2025

  

  The healthcare industry braced for significant antitrust enforcement shifts last year driven by a change in administration, and understanding the implications of these trends is critical for healthcare organizations' risk management and strategic decision-making in the year ahead, say attorneys at Michael Best.

• The 5 Most Important Bid Protest Decisions Of 2025

  

  In a shifting bid protest landscape, five decisions in 2025 from the Federal Circuit, the U.S. Court of Federal Claims and the U.S. Government Accountability Office that addressed bedrock questions about jurisdictional reach and the breadth of agency discretion are likely to have a lasting impact, say attorneys at Bradley Arant.

• Top 5 Antitrust Issues For In-House Counsel To Watch In 2026

  

  With Trump administration enforcement policy having largely taken shape last year, antitrust issues that in-house counsel should have on the radar range from scrutiny of technology-assisted pricing to the return of merger remedies, say attorneys at Squire Patton.

• Nonprofits Face Uncertainty Over Political Activity Rules

  

  Two federal court decisions suggesting that the Internal Revenue Service's rules for 501(c)(4) organizations' political activity may be too vague to survive constitutional scrutiny leave nonprofit organizations caught between constitutional limits on government regulation of speech and tax limits on their exempt status, say attorneys at BakerHostetler.