Thomas E.Dutton

Partner

Columbus + 1.614.281.3897

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For 39 years, Tom Dutton has helped hospitals, health systems, insurance companies, and large physician groups design and successfully implement cutting-edge integration and delivery strategies. He has led deal teams in innovative service line revenue mergers; dozens of hospital, HMO (health maintenance organization), insurance company, and clinical laboratory mergers, acquisitions, and joint operating agreements; hospital closures; statewide/multistate health system collaboratives; and distressed company transactions. Tom has handled dozens of specialty/primary care physician practice acquisitions, including physician private equity transactions, and developed regulatory-compliant physician employment compensation models, created dozens of provider-based clinics and co-management arrangements, developed/advised ACOs (accountable care organizations) regarding the use of ACO waivers, and implemented every type of physician-hospital joint venture.

Representative matters include: advising Ascension Health with respect to Labcorp's acquisition of Ascension's outreach laboratories and ongoing management of Ascension's hospital-based laboratories; representing Vanderbilt University Medical Center with respect to its acquisition of three hospitals from Community Health Systems (CHS) and partnership with CHS of another hospital; representing Atlantic Health System regarding its acquisition of a majority interest in CentraState Health; representing UPMC's cancer program regarding its employed physician relationships, provider-based clinics, and service line joint ventures with community hospitals; advising The Christ Hospital regarding its establishment of musculoskeletal gainsharing and co-management arrangements; developing numerous cardiovascular, orthopedic, oncology, and other service line co-management arrangements for UnityPoint Health; and representing McLaren Health Care in the closure and sale of St. Luke's Hospital in Maumee, Ohio.

Tom is a frequent lecturer at national conferences on the latest models for physician-hospital integration.

Experience

  • McLaren Health Care sells McLaren St. Luke's HospitalJones Day advised McLaren Health Care, a fully-integrated health care delivery system headquartered in Grand Blanc, Michigan, with respect to the closure and discontinuation of operations of McLaren St. Luke’s Hospital located in Maumee, Ohio, as well as the sale of its facilities, land, and physical assets to another major midwest-based hospital system.
  • Atria Health acquires personal goodwill of concierge services medical practiceJones Day represented Atria Health in its acquisition of the personal goodwill of a concierge services medical practice.
  • Ascension enters into strategic laboratory collaboration with LabcorpJones Day advised Ascension with respect to its strategic alliance with Labcorp whereby Labcorp will manage Ascension’s hospital-based laboratories in 10 states and purchase the assets of the health system’s outreach laboratory business.
  • VUMC acquires Tennova Shelbyville and Tullahoma Hospitals from Community Health Systems, Inc., and acquire minority interest in Tennova Clarksville HospitalJones Day advised Vanderbilt University Medical Center (VUMC) in its acquisition of substantially all of the assets of Tennova Healthcare-Shelbyville, a 60-bed hospital located in Shelbyville, Tennessee, and Tennova Healthcare-Harton, a 135-bed hospital located in Tullahoma, Tennessee, from subsidiaries of Community Health Systems.
  • Integrated Medical Professionals sold to Lee Equity PartnersJones Day advised Integrated Medical Professionals, PLLC, a multi-specialty physician group specializing in urology, radiation oncology, and pathology, in its acquisition by Lee Equity Partners.
  • Duke University Health System and WakeMed Health enter into heart and cancer service line revenue mergersJones Day represented Duke University Health System and WakeMed Health in creating joint operating agreements for the collaboration of both Cancer Care Plus+ and Heart Care Plus+.
  • Atlantic Health System acquires Hackettstown Regional Medical CenterJones Day represented Atlantic Health System in the transfer of ownership of Hackettstown Regional Medical Center from Adventist HealthCare to Atlantic Health System.
  • Atlantic Health System acquires radiation therapy centerJones Day represented Atlantic Health System in its acquisition of a radiation therapy center from, and its entry into, a professional affiliation arrangement with the Garden State Urology physician group, enhancing Atlantic Health System's capacity to provide professional urology and oncology services and radiation therapy services to patients in the greater northern New Jersey area.
  • Bon Secours signs joint venture with Westchester Medical CenterJones Day advised Bon Secours Health System, Inc. ("BSHSI"), a Catholic health system sponsored by Bon Secours Ministries with multiple hospitals and facilities across six states, and its subsidiary, Bon Secours Charity Health System, Inc. ("BSCHS"), a three-hospital health system north of New York City, with respect to the sale of its controlling interest in BSCHS to, and the creation of an ongoing joint venture arrangement with, Westchester Medical Center ("WMC").
  • ProMedica Health System forms ProMedica Health Network, Inc.Jones Day advised ProMedica Health System on the formation and structuring of ProMedica Health Network Inc., an accountable care organization and clinically integrated network established for the purposes of promoting greater accountability for the quality, effectiveness and efficiency of health care delivered to communities throughout the States of Ohio and Michigan.
  • Procter & Gamble sells MDVIP to Summit PartnersJones Day advised The Procter & Gamble Company in connection with its sale of MDVIP, Inc., a national leader in personalized healthcare, to Summit Partners.
  • Yale New Haven Health System acquires PriMed assetsJones Day represented Northeast Medical Group, an affiliate of Yale New Haven Health System, in its acquisition of all of the assets of, and entry into, professional service agreements with PriMed LLC.
  • Yale-New Haven Hospital obtains antitrust approval for proposed Saint Raphael's acquisitionJones Day represented Yale-New Haven Hospital ("YNHH") in connection with all antitrust matters related to its acquisition of a competing hospital, the Hospital of Saint Raphael's in New Haven, Connecticut.
  • City of Hope National Medical Center enters into new professional services agreement with City of Hope Medical GroupJones Day advised City of Hope National Medical Center regarding the Stark law implications of the various arrangements contained in its professional services agreement with the City of Hope Medical Group, the dominant medical group that practices at the medical center.
  • Kroger invests in The Little ClinicsJones Day represented The Kroger Co. regarding its investment in The Little Clinics (TLC).
  • Midwest health system forms Radiation Therapy joint venture with two group practicesJones Day is representing a Midwest Health System in the formation of a linear accelerator radiation therapy joint venture with two integrated physician group practices, one a multi-specialty group with medical oncologists and the second group consisting of urologists.
  • Premier Health Partners forms Radiation Therapy joint venture with Dayton physiciansJones Day represented Premier Health Partners in the formation of multiple linear accelerator radiation therapy joint venture with an integrated physician group practice consisting of medical oncologists, radiation oncologists and urologists.
  • Premier Health Partners implements employment arrangementsJones Day advised Premier Health Partners, which employs over 100 physicians, regarding the design and implementation of its physician employment arrangements.
  • ProMedica forms co-management companies with physicians to co-manage its orthopedic and cardiovascular service linesJones Day represented ProMedica Health System in its formation of co-management companies with physicians to co-manage its orthopedic and cardiovascular service lines.
  • ProMedica implements employment arrangementsJones Day has helped ProMedica Health System, perennially recognized as one of the top 5 integrated health networks in the country, design and implement its physician employment arrangements, starting in 1993.
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    February 2021 Commentary

    Recent Changes to the Anti-Kickback Statute’s Personal Services Safe Harbor

    January 2021 Commentary

    New Limited Remuneration Exception and Additional Tools to Ensure Compliance with the Stark Law

    January 2021 Commentary

    CMS Finalizes New Limitations to the Isolated Transactions Exception to the Stark Law

    December 2015 Commentary

    CMS Makes Changes to the Stark Law: Addressing Payment Reform, Reducing Burden, and Facilitating Compliance

    November 2015 Commentary

    CMS and OIG Issue Final Fraud and Abuse Waivers in Connection with the Medicare Shared Savings Program

    July 2015 Commentary

    CMS Proposes Easing Two-Midnight Restrictions (But 2016 OPPS Rule Is Not All Good News)

    July 2015 Commentary

    New CMS Proposed Rule: Comprehensive Care for Joint Replacement

    June 2015 Alert

    OIG Cautions Physicians to Consider Compensation Arrangements Carefully

    May 2015 Commentary

    Congress Amends Gainsharing Civil Monetary Penalties and Commissions Further Study of Gainsharing Arrangements

    April 2015 Commentary

    HHS Announces Next Generation ACO Model of Payment and Care Delivery
    View All

    Speaking Engagements

    • October 18, 2011
      Physician Employment, Professional Services Arrangements, and Provider-Based Services: Ensuring a Successful and Compliant Relationship, Jones Day / Navigant 15th Annual Health Care Compliance Forum
    • October 20, 2010
      Accountable Care Organizations - Hospital-Physician Integration, Jones Day / Navigant 14th Annual Health Care Compliance Forum
    • June 18, 2009
      Employing Physicians and the Compliance Problems They Present, HCCA Web Conference
    • March 5, 2009
      Best Practices in Physician Contracting, Health Care Roundtable for Chief Financial Officers
    • Fall and Winter 2008
      Physician-Hospital Affiliation Models Post-Stark and Reimbursement Changes, Numerous Hospital Board Retreats
    • October 2008
      Provider-Based Clinics and Other Physician-Hospital Affiliation Models Post-Stark and Medicare Reimbursement Changes, Health Care Roundtable for Chief Executive Officers
    • September 3, 2008
      Physician-Hospital Affiliation Models Post-Stark MPFS/IPPS Changes, Form 990 Update, Health Care Roundtable for Chief Financial Officers
    • June 2008
      Do's and Don'ts in Physician Relationships, Sentara Health Senior Administrative Team
    • March 25, 2008
      Enhancing Financial Performance of Employed Physician Groups Under Provider-Based Clinic Arrangements, 2008 ECG Trends Webinar Series
    • March 2008
      Physician Engagement Models: The Impact of Stark Phase III and Other Regulatory Changes, Hospital & Physician Relations, An Executive Summit
    • February 2008
      Hospital-Physician Relationships, Connecticut Healthcare Financial Management Association
    • November 2007
      Legal and Compliance Issues: Hospital-Physician Joint Ventures Post-Stark Law Changes, Southwind Health Partners Conference
    • October 2007
      Cutting Edge Physician/Hospital Relationship Models – An Examination of the Critical Legal and Business Issues, Hospital & Physician Relations, An Executive Summit
    • February 2007
      Cutting Edge Physician/Hospital Relationship Models, Physician Strategies Summit
    • October 2006
      Hot Hospital-Physician Joint Ventures, Health Care Roundtable for Chief Executive Officers
    • July 2006
      Hospital-Joint Ventures, Massachusetts Council of Community Hospitals
    • April 2006
      Joint Ventures & the Impact on Managed Care contracting, Including Antitrust Issues, Health Care Roundtable for Managed Care & Revenue Officers
    • March 2005
      Relationships With Oncologists, Health Care Roundtable for Chief Executive Officers
    • April 2004
      Joint Ventures to Address Physician Competition & Collaboration, Health Care Roundtable for Strategic Planning & Marketing Executives
    • April 2004
      Economic Credentialing, Health Care Roundtable for Strategic Planning & Marketing Executives
    • March 04, 2004
      Physician Recruitment: Legal Considerations Update,  Healthcare Roundtable for Chief Executive Officers
    • September 16, 2003
      State of the States' Physician Joint Ventures, Healthcare Roundtable for Corporate Counsel
    • May 09, 2003
      Antitrust Investigations as They Relate to Physician/Hospital Integration, Voluntary Hospitals of America Payment & Market Strategy Executive Affinity Group
    • October 1, 2002
      Bad Things Happen to Bad People and Sometimes to Good People, Too: AHERF and Allina, on Enron-type issues, 6th Annual Health Care Compliance Forum
    • October 2002
      Sharing of Hospital Cost Savings With Physicians, Voluntary Hospitals of America Senior Operating Officer Affinity Group Meeting
    • September 2002
      Physician and Hospital Partnerships: New Models, New Approaches, American Hospital Association Society for Healthcare Strategy and Market Development
    • September 2002
      New Medicine & New Technology & New Legal Theories – Legal Consequences, Health Care Roundtable for Corporate Counsel
    • September 2001
      Business Relationships Between Hospitals and Physicians, Voluntary Hospitals of America Mountain States Leadership Forum
    • July 2001
      Hospital-Physician Joint Ventures, Voluntary Hospitals of America, CFO Affinity Group
    • October 1999
      Healthcare Insolvencies and Workouts Conference, chair, Houlihan Lokey Howard & Zukin, The Hunter Group and Jones Day
    • November 1998
      Your Tax Dollars at Work: The Stark II Regulations, Rev. Rul. 98-15, PSO Regulations & More, American Academy of Medical Administrators
    • October 1996
      Responding to the Siren Song of the For-Profits, Catholic Health Association, In-House Counsel Committee Meeting
    • March 1996
      Legal and Regulatory Issues in Forming Provider-Sponsored Organizations, American Hospital Association and McManis Associates
    • February 1996
      Collaborative Ventures Between Payors and Providers: What Works and What Does Not, Center for Health Services Management Research
    • June 1995
      How to Build and Manage an Integrated Health Care Network: Legal and Business Strategies, cochair, Aspen Law & Business
    • March 1995
      Understanding Integrated Delivery System Models, Global Business Research
    • March 1995
      Successful Managed Care Initiatives, Healthcare Financial Management Educational Foundation Capital Conference
    • September 1994
      Mergers & Acquisitions in the Health Care Industry – Major Issues Affecting the Structure of the Deal, Prentice Hall Law & Business
    • June 1994
      What Physicians Need to Know About Managed Care Contracts, Physician Strategies 2000
    • May 1994
      Toledo, Ohio: Buffeted by the Vanguard of Emerging Integration Strategies As Blue Cross Blue Shield of Ohio Acquires Riverside Hospital, Integrated Healthcare Symposium
    • March 1994
      Combinations and Alliances in the Health Care Industry, cochair, Prentice Hall Law & Business

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