Andy Demetriou is a corporate counselor and strategic advisor with deep experience in the health care industry. He conducts a broad ranging corporate practice, devoting substantial time to mergers, acquisitions, corporate governance issues and strategic counseling for companies in many sectors of the economy, including private equity backed buyers and sellers. During his career he has advised developmental stage companies as well as members of the Fortune 50. He has developed expertise in the legal issues affecting the healthcare industry over the past 25 years and has a national reputation as a lawyer in this field. In addition he is called upon by individuals with sophisticated business interests for his legal and practical judgment on investments, charitable activities, succession planning for family enterprises and disputes. Andy is a nationally known author and speaker on topics including legal issues affecting the health care industry, corporate transactions, corporate governance and compliance, legal and business ethics and professional responsibility. In recent years he has made presentations at over 125 conferences sponsored by organizations such as the American Bar Association, American Health Lawyers Association, California Continuing Education of the Bar, the Colorado Bar Association, the New Mexico State Bar, the State Bar of Texas, the Los Angeles County Bar Association, Practising Law Institute, and the California Society of Association Executives. His legal writings have appeared in publications of the American Bar Association, American Health Lawyers Association, the Bureau of National Affairs (now Bloomberg Legal), American Lawyer Media, and the Los Angeles County Bar. He contributed (with William W. Horton) a chapter on The Role of Directors in Corporate Compliance published in the Annual Health Law and Compliance Update (Aspen 2015).

University of California Berkeley (Boalt Hall) J.D., 1979 (Order of the Coif) Research & Books Editor, Ecology Law Quarterly

University of California Los Angeles A.B. 1976, Economics (Summa Cum Laude)

I start with gaining an understanding of the client’s business and objectives for the representation. It is very important to understand how the client manages its affairs and wants to communicate with counsel. I want to appreciate the client’s tolerance for risk and style in approaching business negotiations and whether the decision makers in the client are “big picture” executives or detail-oriented and then adapt my style accordingly. Often, I will spend time with a new client, at no charge, to determine how I can be helpful, to assess whether there is a good fit between the clients’ needs and objectives and my skills. The outcome of this process is a better working relationship with the clients in the course of our engagement, and in the long term.
For over 25 years, a significant portion of my practice has been devoted to the representation of companies that are involved in the healthcare industry, including large hospitals and hospital systems, physician organizations, specialty clinics, service organizations including practice management companies and ancillary service providers and investors in healthcare enterprises. As a consequence I have become very familiar with the complex legal environment in which these clients operate, but also with the technical aspects of how care is delivered to patients. I advise healthcare companies on a wide range of issues, including business transactions, corporate governance and compliance, regulatory concerns and the implications of changes in policy for their businesses. As Chair of the American Bar Association Health Law Section, I was privileged to have access to many of the best lawyers in the United States who are dedicated to serving this industry and gained a wealth of useful experience which informs my advice to clients.  
My greatest value to clients lies in sharing my experience to help shape client expectations and to help them achieve the results they are seeking in a manner that is effective and efficient. In many instances, particularly in large transactions, clients need an advisor who can anticipate challenges that may not have occurred to its management and offer creative solutions, based on prior work, to address and resolve problems. The fact that I can identify with the business as well as legal concerns that clients bring to my attention is helpful in adding value to our work and clients view this as a differentiator between me and other lawyers in the field.  
I have served as counsel in a number of transactions that have expanded the ability of healthcare providers to serve their communities. In the 1990s I served as counsel to the University of California in the acquisition of Santa Monica Hospital Medical Center and the integration of the acute care programs of Orthopaedic Hospital of Los Angeles with the UCLA Department of Orthopedics at the Santa Monica campus. These deals allowed the University to restore a facility that was badly damaged in the 1994 Northridge earthquake, modernize it to meet current standards of care and then enhance its service offerings to the community. More recently, I advised the largest health system in New Mexico in a transaction which created a world-class radiation oncology facility in partnership with the leading cancer treatment center in the United States, representing the first time that such an alliance had been forged and dramatically improving the level of cancer treatment available in the New Mexico market. In addition I have derived a great deal of satisfaction from handling a number of transactions involving the transition of family owned business to new ownership or succession to the next generation of family members. In these deals it has been rewarding to see clients realize the fruits of many decades of hard work or ensure that an enterprise they have created will survive into the future based on the values of the founders.  
I think that clients value my ability to be calm and help them approach their issues in a logical fashion. In many instances, particularly in dealing with highly political institutions or with family dynamics, my role as counselor requires that figure out how to reduce tensions and keep the parties focused on the central objectives of a deal or a negotiation. My years of experience have taught me how to be sensitive to the sometimes unstated needs of my clients and parties on the other side and to devise strategies that will develop common ground and a basis for reaching a successful conclusion to the engagement.

Healthcare

  • Served as counsel to a major Southern California health enterprise in integrating the management of three major medical groups, representing over 150 primary care and specialty physicians, under the client’s medical foundation. This representation involved the transition of existing management transactions into a unified platform, the development of a new medical group structure and compensation methodology for the physicians that will prepare them for changes in reimbursement in the future, and the development of a long-term framework for the integration of hospital, physician and ancillary services to meet community needs.
  • Represented a substantial medical foundation in the transition out of its sponsor and founding organization to independent status as a charitable medical corporation and eventually advised the board of directors on an affiliation with another major health system.
  • Represented a major health system in a strategic investment of $20 million in a developer and operator of urgent care facilities.
  • Represented a health system in the divestiture of the several affiliated medical practices (with hundreds of participating physicians), including the sale of assets of the largest physician organization in the San Gabriel Valley of California (with over 200 affiliated physicians) to a newly formed management enterprise.
  • Advised a for profit hospital system on the refinancing of over $400 million in secured debt for working capital and to finance the acquisition of three hospitals.
  • Advised the largest health system in New Mexico in a transaction which created a world-class radiation oncology facility in partnership with the leading cancer treatment center in the United States, representing the first time that such an alliance had been forged and dramatically improving the level of cancer treatment available in the New Mexico market.
  • Counseled a for profit hospital management company on its exit strategy from a self-insured workers compensation program in which it participated with over 300 other employers, including advice on litigation with former participants.
  • Advised a large for-profit hospital company on the development of physician-hospital organizations for managed care contracting at over 40 facilities throughout the Western United States.

Corporate Governance

  • I provide continuing advice to the Audit Committee of a prominent national health care provider organization on its charter, policies and procedures, to conform with leading edge standards for Audit Committees.
  • Served as counsel to a Special Committee of the Board of Directors of nationally recognized charity and hospital organization in the investigation of violations of the Code of Ethics by members of the Board.
  • Served as an expert witness in a shareholder derivative action in federal court alleging the Chairman of the Board and major shareholder of a public company had engaged in mismanagement, breaches of fiduciary duty and appropriating corporate opportunities.
  • Counseled the Board of Directors of a large physician organization on fiduciary duty issues related to the sale of the substantially all of its assets to publicly traded enterprise and on the distribution of consideration to its shareholders.
  • Represented management of four inter-related companies in the apparel business in the buyout of the interests of a dissident minority shareholder and director, including advice on corporate proceedings and fiduciary duty issues.
  • Represented a Special Committee of the Board of Directors of a company in the corporate security business in the liquidation of its affairs, including the resolution of shareholder claims and disposition of assets.
  • Advised the Board and management of a faith-based charity on the windup of its operations, including the resolution of outstanding retirement plan obligations to former managers, claims by former employees and the transition of assets to qualifying successor organizations.

Non-Healthcare Representations

  • Represented the owner of a 105-year old family enterprise in the sale of stock and associated real estate assets to two private equity firms in transactions valued at over $70 million.
  • Represented an established family-owned specialty foods business in a joint venture with a foreign investor to develop international markets and ensure succession of family control, in a transaction that valued the business at over $50 million.
  • Advised a privately owned textile supply and services company in connection with a bid for a major division of a publicly-traded company, valued at over $80 million, including advice on structuring the transaction and anti-trust clearance.
  • Advised an investor and capital provider in a strategic investment in an enterprise that is developing a deep-water desalination facility which will be co-located with a major computer server farm.
  • Counseled members of a wealthy family in connection with the defense of litigation brought by other members of the family concerning the ownership of family assets, including the negotiation of a complex plan of liquidation of assets to resolve the litigation. In this instance I was involved in the refinancing and repayment of debt used to finance family investments, the sale of real estate in the United States and overseas, disposition through auction of fine artworks and a wine collection, sale of an aircraft, liquidation of securities of public and privately held companies and the defense of several arbitrations and court proceedings related to the plan of liquidation.