Andrew Bab, Partner & Co-Chair of the Healthcare Group at Debevoise & Plimpton LLP
In this episode of M&A Science, Andrew Bab joins Kison Patel live in New York to dive into the fast-changing legal landscape facing private equity deals in healthcare. From emerging state-level regulations and reverse CFIUS to FDA policy shifts and CVR litigation, Andrew offers a masterclass in legal diligence and deal structuring. They also explore how political scrutiny and increasing regulatory complexity are driving the need for more proactive, buyer-led approaches in healthcare M&A.
Things you will learn:
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How state-level regulation is changing the game for healthcare deals
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What private equity needs to know about DEI rollbacks and False Claims Act liability
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Impacts of recent Delaware case law and why some firms are leaving the state
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When to use CVRs in pharma M&A and the litigation risks they carry
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How new HSR rules and antitrust dynamics are shifting auction timelines
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Episode Timestamps:
[00:01:30] Andrew’s background and overview of Debevoise & Plimpton’s healthcare practice
[00:03:00] Regulatory updates: DEI rollbacks, reverse CFIUS, foreign direct investment
[00:05:30] National security laws expanding into tech, steel, and social media
[00:06:00] Antitrust enforcement differences between Trump and Biden administrations
[00:09:00] Delaware case law: MFW, Molus, Crispo and corporate governance implications
[00:15:00] State-level regulation of healthcare deals (e.g., CA OHCA, MA law)
[00:18:30] FDA’s AI guidance and post-Chevron court deference
[00:21:00] CVRs in pharma: structuring, litigation risk, and buyer incentives
[00:29:00] Put/call deal structures for PE–strategic healthcare partnerships
[00:32:30] HSR form overhaul and implications for auction vs. proprietary deals
[00:34:30] Increased scrutiny of PE under False Claims Act and integration risk
[00:44:00] Political scrutiny of PE in healthcare and rising public pressure
[00:47:00] “Craziest M&A moment” – Mercury in the House of Orion delays closing
