Sheppard, Mullin, Richter & Hampton LLP

Healthcare; Corporate; Technology Transactions

Eric Klein is Team Leader of the 200+ attorney national healthcare practice, which was named three times in the last seven years (2021, 2017, 2014) as Law360 U.S. Health Care Practice Group of the Year. He is a partner in the Century City office of Sheppard Mullin, a full service AmLaw Global 100 law firm with offices throughout California, New York, Chicago, Washington, D.C., Dallas, London, Brussels, Seoul and Shanghai. With over 35 years of practical legal and business experience, his multi-sector practice focuses on healthcare transactions and regulation, the current industry trends of population health management, global risk bearing entities, consolidation, convergence and payor/provider alignment, the transformation to value and risk-based reimbursement systems and private equity. Known in the business community for his creative solutions and deal-making ability, Eric uses deep industry knowledge, entrepreneurial solutions, sophisticated negotiation skills and effective legal process to meet the complex business and legal needs of both established and emerging companies.

Eric is one of the nation’s most active physician group, health plan and hospital M&A and joint venture lawyers, having advised on over 85 hospital merger, acquisition and/or joint venture projects, over 85 health plan merger and acquisition projects, and many of the largest physician services transactions nationally, including a majority of all major managed care physician group transactions in the Western U.S. in the past ten years. Eric is one of the most experienced lawyers nationally in population health management, physician alignment and global risk transactions.

Eric has been nationally recognized as a leading healthcare lawyer:

• Chambers USA Guide to Leading Lawyers: Eric Klein "is particularly strong in large transactions" and "has an excellent knowledge base and a huge breadth of experience." Sources say: "In addition to his wonderful grasp of the law, he understands the medical issues and the business aspects - this is a real gift." He is "a sophisticated transactional lawyer" who is "really knowledgeable and really understands the law because he has done a lot of deals," and "He is singly the most talented healthcare lawyer that I have encountered. He is brilliant but practical. He will offer solid, clear recommendations and will make it happen just the way he says."
• Legal 500 Guide: He is "a wonderful negotiator, creative, experienced and skillful." Eric is "extremely well versed in healthcare law, and an excellent strategist." He "has the skills necessary to get the deal done" and is "one of the best M&A lawyers in the industry."
• Law360: Twice named as Healthcare Law National MVP
• 2020 The Deal - Healthcare, Pharma & Biotech Dealmaker of the Year (Middle Market Short List)
• 2020 and 2019, The Daily Journal – Top Health Care Lawyers
• National Law Journal 2018 M&A Trailblazer

Scope of Practice

Eric represents physician groups, hospitals, health plans, ancillary service providers and private equity and strategic investors. He works with publicly traded and privately held companies across the country and advises both for-profit and non-profit clients on mergers and acquisitions, strategic alliances and joint ventures, operational and contracting matters, strategic planning, HMO licensing and compliance, regulatory matters and information technology transactions.

Physician Organizations: Eric is known as one of the leading physician organization lawyers in the country. Eric works on both middle market and multibillion dollar transactions. In some of the largest physician organization transactions in recent years, he represented Cigna in its 2021 acquisition of telehealth company MDLive, the SPAC Alkuri Global Acquisition Corp. in its 2021 merger with multinational virtual care provider Babylon Health, New York’s CareMount Health Solutions in its 2020 affiliation with UnitedHealth’s Optum, and Summit Medical Group in its 2019 merger with Warburg Pincus’s CityMD. His clients have included many of the largest and most well-known physician groups, independent practice associations (IPAs), accountable care organizations, CINs and management services organizations (MSOs). He represents physicians organizations in all lines of business, including fee for service, Medicare Advantage, Medicaid and commercial. Eric has been advising on CMMI Medicare Direct Contracting programs and assisting clients with these and other innovative payor contracting, including “pathway to risk” and value-based contracts. Eric generally forms between 10-15 management services companies per year and is considered one of the nation’s experts on corporate practice of medicine issues, affiliations between medical groups and MSOs and the regulatory, accounting and tax issues that arise in these structures. He acts as a strategic advisor to physician organizations to help them with regional and national expansion, payor/provider partnering and moving to professional, full and global risk. Eric and his team represent many of the nation’s leaders in population health and coordinated care, including Agilon Health, Aledade, Alignment Health, CareMore, CareMount, ChenMed, Evolent Health, Iora Health, Landmark, Lumeris, Prospect Health, VillageMD and WellBe Senior Medical.

Health Plans and Health Insurance: Eric has helped to create, acquire, joint venture and operate multiple health plans across the country, including for Medicare Advantage, Medicaid, commercial and Marketplace products. He has led 85+ health plan merger and acquisition projects in recent years. Eric also has been working on innovative payor/provider initiatives to create downstream global risk bearing entities in multiple states for multiple clients. Eric works closely with multiple Blue Cross Blue Shield plans on their strategic growth and population health management initiatives, including (i) advising Blue Cross Blue Shield of North Carolina in their 2021 joint venture with private equity fund Deerfield Capital to provide support to the North Carolina physician community through a new management company, investment, transition to value-based care and acquisitions; and (ii) advising Blue Shield of California in its 2019 launch of its physician initiative, Altais Health, to support the independent physician community in California and in its affiliation with 2,700 physician IPA Brown & Toland Physicians. Eric has helped multiple national health plans with improving their IPA and other provider template contracts. Eric is working on multiple Knox-Keene applications and we represent half of all currently licensed restricted Knox-Keene HMO license holders in California, and obtained a majority of all restricted Knox-Keene health plan licenses granted in California in recent years. He obtained a Knox-Keene license for a new vision services plan in nine months, one of the fastest licensure processes in the history of the Department of Managed Health Care. He has assisted Knox-Keene plans with licensure issues, compliance and corrective action plans, restructuring, acquisitions and disposition of plans, holding company structures and credit facilities. Eric has worked for, among others, Blue Shield of California, Cambia Health Solutions, Cigna, Delta Dental, Molina, Premera and other regional, national and Blue Cross Blue Shield plans.

Hospitals and Health Systems: In the hospital sector, Eric has led 80 hospital purchase/sale and joint venture projects and has worked on health system affiliations, physician alignment initiatives, shared services joint ventures, hospital networks, conversion of non-profit hospitals into for-profit hospitals, creation of clinically integrated networks (CIN), partnering with private equity funds, payor contracting (including value-based and risk-based contracts), credit facilities for hospitals, establishment and acquisition of outpatient treatment centers, outsourcing of hospital departments, revenue cycle management contracting and outsourcing, and hospital syndications. He also has assisted with payor contracting and disputes, governmental investigations and licensing, and hospital-physician contracts and joint ventures. He also has assisted academic medical centers and health systems in the rationalization and improvement of physician compensation systems, community/faculty practice plan alignment mechanisms and establishing and improving Medicare Advantage HCC-RAF risk adjustment programs. Eric represents national health systems, leading regional health systems, community hospitals, children’s hospitals and academic medical centers, as well as private equity funds investing in health systems and hospitals.

Private Equity: Eric and his team have developed a leading healthcare multi-sector private equity practice. Selected private equity clients include Welsh, Carson, Anderson & Stowe, TPG Capital, General Atlantic, Clayton Dubilier & Rice, H.I.G. Capital, Varsity Healthcare Partners, Amulet Capital, Havencrest Capital Management and Blue Mountain Capital. Eric and his team helped launch OneOncology for General Atlantic, a leading oncology provider and services company, Kadiant for TPG in the field of applied behavioral analysis for autism, agilon health for Clayton Dubilier & Rice in the Medicare Advantage downstream global risk market, US Digestive Health for Amulet Capital, and Orthopedic Care Partners for Varsity Healthcare Partners with the acquisition of The Orthopedics Institute and The Steadman Clinic. Eric and his team can provide transactional, healthcare regulatory and financing legal services for both platform companies and additional growth/tuck-in acquisitions. Recent sectors have included primary care, multi and single specialty physician organizations, hospitals, behavioral health, dental and vision, MSOs, Medicare Advantage and Medicaid HMOs and health plans, palliative care, healthcare information technology, laboratory and ancillary services.

Eric also lectures nationally on negotiation skills and has trained many business leaders, investment bankers, lawyers and entrepreneurs in basic and advanced negotiation techniques. He is a frequent lecturer and has been a featured speaker at the Blue Cross Blue Shield Association National Summit, America’s Physician Groups annual meeting, Health Plan Alliance, Alliance of Community Health Plans and other trade associations.

Director, Association for Corporate Growth Los Angeles

Member, American Health Lawyers Association

Member, California Society for Healthcare Attorneys

J.D., Boston University School of Law, 1985

A.B., Princeton University, 1981, magna cum laude