Donald R. Auten

Representative Matters

• Represented large contracting network of physicians and hospitals in forming ACO and implementing unique internal financing systems.

• Organized large statewide contracting network for purposes of entering into risk contracts and effectively managing population health.

• Represented a large, community-based pediatric contracting organization in a restructuring of its relationship with a leading pediatric academic medical center and the medical center's pediatric specialists, which resulted in additional funding from the hospital to support the continued growth and infrastructure needs of our client.

• Represented large nonprofit healthcare system in acquisition of for-profit hospital.

• Represented several nonprofit community hospitals in sale of hospitals and related assets to publicly-held for-profit companies, including creation of charitable "community benefit foundations" to further health needs of communities served by nonprofit hospitals.

• Represented nonprofit academic medical center in acquisition of acute care hospital from publicly-held for-profit company.

• Represented nonprofit health system in acquisition of non-profit hospital.

• Represented nonprofit community hospital in negotiation of lease and services agreement with for-profit rehabilitation hospital for inpatient rehabilitation facility and long-term acute care hospital.

• Represented nonprofit psychiatric hospital in the formation of "whole hospital" joint venture with a publicly held for-profit hospital company, including the creation of charitable "community benefit foundation."

• Represented new parent corporation in the formation of nonprofit healthcare system.

• Represented academic medical center in organization of new accountable care organization.

• Represented large faculty practice plan in formation of unique accountable care organization structure to facilitate entry of community of physicians and hospitals.

• Represented nonprofit academic medical center in structuring and organizing cardiovascular joint venture with unrelated nonprofit community hospital.

• Represented a nonprofit healthcare system in negotiating and documenting an exclusive management services/performance improvement agreement with a large cardiology practice group.

• Represented nonprofit academic medical center in negotiation and structuring of affiliation agreement with nonprofit community health system to develop, own and operate new general acute care hospital to replace existing hospital facility.

• Represented county in connection with consolidation of county-owned acute care hospital into nonprofit healthcare system and construction of new hospital to replace the existing county-owned hospital.

• Represented nonprofit healthcare system in sale of long-term care facility to another nonprofit healthcare organization.

• Represented nonprofit healthcare system in transforming to an academic medical center and becoming the principal partner of a state-related medical school.

• Represented nonprofit community hospital in structuring and implementation of joint venture with academic medical center to jointly develop and operate outpatient oncology center.

• Represented nonprofit academic medical center in the formation of joint venture with for-profit company to own, operate and develop outpatient dialysis clinics, including contribution of existing clinics and businesses to joint venture.

• Represented nonprofit healthcare system in affiliation agreement with nonprofit dialysis company for provision of inpatient and outpatient dialysis services at multiple facilities.

• Represented nonprofit community hospital in sale of outpatient dialysis clinic to publicly-held company.

• Represented nonprofit psychiatric hospital in academic affiliation agreement with nonprofit medical school.

• Represented county in connection with termination of county-owned acute care hospital's management agreement with publicly-held hospital management company.

• Represented nonprofit academic medical center in divestiture of physician practices to physicians employed by healthcare system.

• Represented nonprofit community hospital in structuring medical office building joint venture with physicians.

• Represented nonprofit community health system in structuring new physician organization controlled by employed physicians.

• Represented nonprofit academic medical center in preparation of exclusive professional services agreements for emergency medicine department and pathology department of nonprofit community hospital.

• Represented nonprofit academic medical center in formation of joint venture with publicly traded ambulatory surgical center company for development and operation of outpatient surgery centers with physician investors.

• Represented 900-physician faculty practice plan in negotiation and implementation of master affiliation agreement with leading academic medical center.

• Represented nonprofit faculty practice plans in formation, restructuring and joint venture transactions.

• Represented nonprofit community hospital in follow-on offering to physician investors of units in hospital/physician-owned ambulatory surgery center.

• Represented new physician organization in assimilation of large multi-specialty group and related restructuring of nonprofit parent hospital governance to increase physician representation.

• Assisted cardiology practice in the negotiation of a co-management agreement for a diagnostic cath lab.

• Assisted cardiology and thoracic surgery physicians in negotiation with a community hospital of a co-management agreement for the cardio-thoracic surgery line.

• Assisted pediatric independent practice association to add children's hospital as an additional member providing capital for expansion.

• Represented physicians in formation of a limited partnership to develop, own and operate a physician-owned acute care hospital and an offering of ownership interests to physician investors.

• Represented physicians in structuring and implementing hospital/physician-owned ambulatory surgery center.

• Represented physician group in formation of outpatient radiation oncology center joint venture with nonprofit hospital, including contribution of nonprofit hospital's inpatient and outpatient oncology departments to joint venture.

• Represented radiology group in formation of outpatient diagnostic imaging center joint venture with nonprofit community hospital.

• Represented ophthalmologist in formation of telemedicine start-up and negotiation and documentation of investment in the start-up by public company.

• Represented physician group in formation of joint venture with nonprofit hospital to develop, own and operate an outpatient radiation oncology center.

• Represented ophthalmology group practice in connection with retirement/redemption of shareholders and "buy-in" of new shareholders and related transition issues.

• Represented start-up medical device company in the negotiation of joint development agreement and related agreements with publicly-held medical device manufacturer.

• Represented start-up biotechnology company in negotiation of product license agreement with international pharmaceutical company.

• Represent start-up medical device company in negotiation of product license agreement with international manufacturer of medical devices.

Areas of Practice

• Corporate
  - Mergers and Acquisitions
  - Joint Ventures
• Healthcare Law
  -Mergers and Acquisitions
  - Hospital-Physician Relationships and Joint Ventures
  - Academic Medical Center Issues
  - Community Hospital Issues
  - Faculty Practice Plans
  - Physician Group Practices
  - Medicare/Medicaid Fraud and Abuse and Stark Laws

Admissions

• Pennsylvania
• Massachusetts
• U.S. District Court for the Eastern District of Pennsylvania
• Supreme Court of Pennsylvania
• U.S. Tax Court
• Supreme Court of Massachusetts

Education

• University of Pennsylvania Carey Law School, J.D., cum laude, Order of the Coif, 1971
• University of Pennsylvania, cum laude, 1968

Experience

• Duane Morris LLP
  - Co-chair, Health Law Practice Group, 1999-2008
  - Former Member, Partners Board
  - Chair, Tax Department, 1994-1999
  - Partner, 1978-present
  - Associate, 1972-1977
• United States District Court for the Eastern District of Pennsylvania
  - Judicial Clerk, Honorable Thomas A. Masterson, 1971-1972

Professional Activities

• Past Trustee, Philadelphia Bar Education Foundation, Inc.
• American Bar Association
  - Taxation Section
  -- Past Chairman, Affiliated and Related Corporations Committee
• Pennsylvania Bar Association
  - Tax Law Section
• American Health Lawyers Association
• Philadelphia Bar Education Center
  -- Trustee, 1995-1996
  --Secretary, 1996-1998
• Pennsylvania Society of Healthcare Attorneys
• Philadelphia Bar Association
  - Board of Governors, 1995-1996
  - Business Law Section
  --Healthcare Subcommittee
  - Tax Section
  -- Chair, 1995-1996
  --Vice-Chair, 1993-1994
  -- Council Director
  -- Past Chair, Federal Tax Committee
• Fellow, American College of Tax Counsel
• Named "Outstanding Healthcare Transaction Lawyer" in United States in 2003

Honors and Awards

• Listed in Chambers USA: America's Leading Lawyers for Business, 2015-2016
• Recognized by Pennsylvania Super Lawyers as a Pennsylvania Super Lawyer for 2004-2013
• Recognized by Nightingale's Healthcare News as an Outstanding Healthcare Transaction Lawyer for 2003
• AV Preeminent® Peer Review Rated by Martindale-Hubbell®

Civic and Charitable Activities

• Past Director, Nether Providence - Swarthmore Alliance of Civic Associations
• Past Director, Chester-Ridley-Crum Creek Watersheds Association
• Past Director, Parklands Foundation
• Past Director, Delaware County Intermediate Unit
• Past Member, Environmental Advisory Council, Nether Providence Township, Delaware County, Pennsylvania
• Past Director and President, George Crothers Memorial School
• Past Director and President, Cerebral Palsy of Delaware County
• Past Member, Zoning Hearing Board, Nether Providence Township, Delaware County, Pennsylvania
• Past Director and Past President, Wallingford-Swarthmore School Board, Delaware County, Pennsylvania

Selected Publications

• Co-author, "The Recession is Real: Ten Steps a Hospital CEO Should Consider Taking Now," Modern Healthcare, April 2008

Selected Speaking Engagements

• Speaker, "Successful Strategies for Mergers, Acquisitions, Divestitures and Restructurings," The Sixth Annual Conference on Healthcare Transactions, Chicago, April 2005
• Speaker, "Non-Profit Hospital Conversions," 9th Annual Health Law Institute, Philadelphia, March 2003
• Speaker, "2001 Stark II Final Rule: Issues for Hospitals, Health Systems and Physicians," Duane Morris/The Hospital & Healthsystem Association of Pennsylvania/HFMA/ZA Consulting seminar, King of Prussia, Harrisburg, Pittsburgh and State College, Pennsylvania, April/May 2001
  
• Speaker, "Physician Joint Ventures with Hospitals - Legal Issues," Physician Agreements and Ventures Conference, Chicago, Illinois, November 2004
• Speaker, "Past, Present and Future: A Look at Hospital-Physician Relationships," Duane Morris/Delaware Valley Hospital Council/ZA Consulting, LLP, Philadelphia, PA, September 22, 1999
• Speaker, "Practice Plans - Strategies for Integrating and Meeting the PPMC Challenge," Legal Issues Affecting Academic Medical Centers and Other Teaching Institutions, the American Association of Medical Colleges and the American Health Lawyers Association, Pentagon City, Virginia, October 15, 1998
• Speaker, "Significant Stark II Changes and Examples: Group Practice, Physician Compensation and In-Office Ancillary Services," "Case Studies: How Six Existing Entities Will Fare Under Stark II," 1998 Stark II Proposed Rules: Issues for Health Care Systems and Physicians, March 1998; April 1998; May 1998
• Speaker, "PHO/HMO Joint Ventures," Health Law Institute, The Pennsylvania Bar Institute, March 1995
  
• Moderator, "Hot' Tax Issues Facing the Healthcare Industry," Duane Morris/ Coopers & Lybrand Client Seminar, September 1994
• Moderator, "Current Issues Involving the Use of Losses in Consolidated Returns," Philadelphia Bar Association Tax Section Workshop, May 1991
• Program Chairman, "Valuation Issues Focusing on Closely-Held Businesses: Covenants Not to Compete; Section 1060 Allocation; Estate and Gift Tax," Fifth Annual University of Pennsylvania Law School Mid-Atlantic Tax Conference, 1991