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Susan W. Berson

Member / Managing Member, DC Office; Chair, Health Law, Communications, Antitrust & ML Strategies Division

SBerson@mintz.com

+1.202.661.8715

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Susan’s clients depend on her in-depth industry knowledge and strategic insights. Her in-house experience informs her pragmatic, business-savvy counsel to health care industry clients. She regularly advises pharmaceutical services providers, managed care organizations, post-acute and long term care providers, and those who invest in the industry on the risks and potential benefits of strategic affiliations, complex service agreements, and due diligence in high profile transactions. She also provides counsel on government programs such as Medicare and Medicaid, and compliance and regulatory matters. She has particular insight into the challenges facing managed care organizations, specialty pharmacies, and pharmacy benefit managers. Susan is also part of Mintz’s leadership team.

Susan is the Managing Member of the firm’s DC office, serves on the firm’s Policy Committee, and is Division Head of Mintz's Health Law, Communications, and Antitrust practices as well as ML Strategies, the firm’s government relations affiliate.

Clients look to Susan for her deep understanding of the health care industry and her extensive experience solving their most complex, cutting edge issues. However, a distinguishing feature of why clients turn to Susan is that she is able to provide industry insight and strategic guidance to help them determine the pros and cons of engaging in a transaction, as well as the best structure for that transaction, well before any issues or regulatory requirements are identified. Her broad client base includes:

  • Private equity firms and other investors in the health care industry;
  • Health care providers including integrated delivery systems and managed physician practices;
  • Pharmaceutical services providers such as PBMs, retail, mail, and specialty pharmacies;
  • Private and public health care service providers, including managed care organizations, such as Medicare Advantage Plan Sponsors, Medicare Part D Plan Sponsors (including Employer Group Waiver Plans), and Medicaid Managed Care plans; and
  • Providers of post-acute, home health, behavioral health, and hospice services.

Susan has led many complex due diligence projects of health care companies, in a vast array of areas including managed care, specialty pharmacies, pharmacy benefit managers, post-acute, home health, and hospice, to name a few. She also regularly provides counsel on compliance and regulatory matters, including federal programmatic and certification requirements, risk adjustment programs and practices, benefit design requirements for state and federal programs, fraud and abuse and anti-kickback rules, state regulatory requirements relating to drug pricing and coverage, and government policies, procedures, and reporting requirements. She routinely advises these clients in the context of strategic affiliations and complex service agreements.

Most recently, she has been advising clients in connection with various regulatory requirements related to the financial relief programs through the U.S. Department of Health and Human Services due to the global pandemic, COVID-19.

Susan has been in the client’s shoes and this drives her holistic view of the industry and her pragmatic business advice in solving legal issues and managing legal expenses. Her in-house experience has given her a unique perspective on the need to devise practical, pragmatic, business-focused solutions to issues in a cost effective and timely manner. From 2006 to 2008, Susan served as general counsel of the Public and Senior Markets Group at UnitedHealth Group, a Fortune 10 company. In this role, she was responsible for the legal and regulatory oversight of UnitedHealth’s government programs, including Medicare and Medicaid, and was also legal counsel for all pharmacy services.

Susan has been recognized by Chambers USA for several years. One Chambers-quoted client called her “brilliant,” noting that she “has a really deep knowledge across the whole spectrum of healthcare, not just one area.”

Education

  • Columbia University (JD)
  • University of Rochester (BA, magna cum laude)

Experience

  • Mintz served as health care regulatory counsel to TPG with respect to its investment in LifeStance Health, Inc., a leading provider of outpatient behavioral health services in the United States. TPG joined two existing private equity investors in the company, Summit Partners and Silversmith Capital Partners. Mintz conducted the health care regulatory due diligence. Our work included the review of the Company’s expanded telemedicine offerings in light of COVID-19, and advice on applicable health care regulatory requirements and issues. We also reviewed the purchase agreement and related documents and advised on issues related to the representations and warranties insurance policy obtained by TPG.
  • Conducted the due diligence and provided state and federal regulatory research and analysis in connection with TPG’s acquisition of Convey Health Solutions, a specialized health care technology company that provides health plan administration, supplemental benefits administration, and consulting services to health plans.
  • Served as regulatory counsel to a consortium of investors led by TPG Capital and Welsh, Carson, Anderson & Stowe in their $4.1 billion acquisition of Kindred Healthcare, Inc. (NYSE:KND). The transaction was recognized by The Deal as the 2018 Private Equity Deal of the Year.
  • Advised a consortium of investors led by TPG Capital and Welsh, Carson, Anderson & Stowe in their $1.4 billion acquisition of Curo Health Services.
  • Represented Sanford Health, a non-profit integrated health delivery system, in its affiliation with The Evangelical Lutheran Good Samaritan Society (the “Society”), a non-profit long-term care provider. Our representation primarily focused on assisting Sanford in navigating the change of ownership filings for the Society’s licenses and Medicare and Medicaid filings. Sanford recently affiliated with and became the Corporate Member of The Evangelical Lutheran Good Samaritan Society (the “Society”), a non-profit long-term care provider with more than two hundred senior care locations in twenty-six states. Our representation primarily focused on assisting Sanford and the Society in navigating the change of ownership filings for the Society’s licenses and Medicare and Medicaid filings. As part of this work, we analyzed state regulatory requirements regarding changes of ownership and prepared and submitted the required change of ownership filings. Additionally, we provided counsel on the Society’s compliance program and post-closing enhancement recommendations.
  • Represented CIGNA it its purchase of Express Scripts, Inc. through health care regulatory diligence, contract drafting and integration.
  • Advised a global health care company on a variety of issues in connection with its acquisition of several health plans and provider groups, including health care regulatory due diligence, health care regulatory advice regarding transaction structure and strategy, and preparation of regulatory notices and other filings.

Recognition & Awards

  • Chambers USA: District of Columbia – Healthcare (2013 – 2020)
  • Recognized byThe Legal 500 United States for Healthcare: Service Providers (2014 and 2018-2020)
  • Recognized by The Legal 500 United States for Healthcare: Life Sciences (2019)
  • Recognized as a Health Care Trailblazer by the National Law Journal (2019)
  • International Law Office and Lexology: “Client Choice Award” – Healthcare & Life Sciences, District of Columbia (2015)
  • Harlan Fiske Stone Scholar at Columbia University School of Law
  • Phi Beta Kappa
  • Best Lawyers in America: Health Care Law (2021) 

Recent Insights

News & Press

Events

Viewpoints

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Life Sciences Newsletter — October 2020

October 19, 2020 | Article | By Adam Lenain, William Whelan, Susan Berson, Jonathan L. Kravetz, Terri Shieh-Newton

The October Mintz Life Sciences Newsletter brings the latest developments in life sciences, legal insights, and industry activity.
Read more
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Life Sciences Newsletter — Inaugural Edition

August 20, 2020 | Article | By Adam Lenain, William Whelan, Susan Berson, Jonathan L. Kravetz, Terri Shieh-Newton

The inaugural Mintz Life Sciences Newsletter brings the latest developments in life sciences, legal insights, and industry activity straight to your inbox.
Read more
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Susan Berson discusses key considerations for private equity firms that are considering investing in the health care sector as well as Congress’ heightened interest in these transactions.
Read more
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Private Equity Investment in Health Care Technology

January 22, 2020 | Video | By Susan Berson

Susan Berson explains why health care technology and artificial intelligence are of particular interest to private equity investors and why these investors are uniquely positioned to invest in technology and bring it to market.
Read more
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Trump Administration Withdraws Proposed Rebate Rule

July 11, 2019 | Blog | By Susan Berson, Theresa Carnegie

In an unexpected turn of events, the Trump administration has apparently reversed course and has withdrawn the proposed rule that would have amended the discount safe harbor under the Anti-Kickback Statute to eliminate protections for certain drug rebates paid by pharmaceutical manufacturers. “Based on careful analysis and thorough consideration, the president has decided to withdraw the rebate rule. The Trump administration is encouraged by continuing bipartisan conversations about legislation to reduce outrageous drug costs imposed on the American people, and President Trump will consider using any and all tools to ensure that prescription drug costs will continue to decline," White House Deputy Press Secretary Judd Deere said in a statement.
Read more
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HHS Proposes to Remove Drug Rebate Protections

February 1, 2019 | Blog | By Susan Berson, Theresa Carnegie, Tara E. Dwyer

On January 31, 2019, the U.S. Department of Health & Human Services (HHS) issued a proposed rule that would amend the discount safe harbor under the Anti-Kickback Statute (AKS) to eliminate protection for certain drug discounts paid by manufacturers to plan sponsors or their pharmacy benefit managers (PBMs) under Medicare Part D, and Medicaid managed care organizations (MCOs). Additionally, the proposed rule would create two new safe harbors to protect: (i) certain point-of-sale discounts on prescription pharmaceutical products; and (ii) certain fixed fee service arrangements between manufacturers and PBMs.
Read more

President Trump Delivers Much Anticipated Drug Pricing Speech

May 14, 2018 | Blog | By Susan Berson, Theresa Carnegie, Tara E. Dwyer

On Friday, after weeks of delay, the President finally delivered his Drug Pricing Speech and released the HHS Blueprint detailing the Trump Administration's plan to lower drug prices and reduce out-of-pocket costs.
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As described in last week’s post, Senator Wyden has introduced the C-THRU Act that seeks to require public disclosure of PBM rebate amounts, establish a minimum rebate percentage that PBMs must pass on to Part D and Exchange Plan clients, and intends to change the definition and/or application of “negotiated prices” under the Part D program. 
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For several years now, the public outcry over the issue of drug pricing and reimbursement has increased in frequency and fervor. At least one government agency wants you to know that it has been listening and wants to help provide the information necessary to forge a solution.
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Senate Bill Targets Part D DIR Fees

October 11, 2016 | Blog | By Susan Berson, Tara E. Dwyer

Just last month the “Improving Transparency and Accuracy in Medicare Part D Spending Act” was introduced in the Senate to amend the Social Security Act. The bill seeks to prohibit Part D plans (and their contracted pharmacy benefit managers (PBMs)) from retroactively reducing payments to pharmacies for clean claims.
Read more

News & Press

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Managing Member of Mintz’s Washington, D.C. Office and Chair of the firm’s Health Law, Communications, Antitrust & ML Strategies Division Susan Berson was profiled in an article published by Thomson Reuters’ Legal Executive Institute highlighting her involvement and leadership in the firm’s mentoring programs. In the article, Ms. Berson shared a brief overview of her career path in law and tips for maximizing relationships between mentors and mentees.
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In the latest guide, Mintz garnered rankings as a top national firm in eight practice areas, and 32 firm attorneys were individually recognized.
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The Deal reported that Mintz, led by Member and Health Law Division Head Susan Berson and Member and Chair of the Health Law Practice Karen Lovitch, served as legal counsel to TPG Capital in its new partnership with existing investors, Summit Partners and Silversmith Capital Partners, to back outpatient behavioral health services provider LifeStance Health.

Mentoring at Mintz

November 13, 2018

This Q&A is conducted with Susan Berson. Susan is the Managing Member of Mintz's Washington, D.C. office and Division Head for the Health, Communications, Antitrust Sections, along with ML Strategies. The focus of the profile is on mentoring. Susan discusses her experiences as both a mentor and a mentee and how she and the firm are advising the next generation of leaders. 
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Mintz partner and Massachusetts lawyer Julie Korostoff is one of 49 attorneys recognized as “Leaders in Their Fields” by the 2018 Chambers USA: America's Leading Lawyers for Business guide. Chambers named Korostoff a “Recognized Practitioner” in Technology.
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Mintz is advising a consortium of investors led by TPG Capital and Welsh, Carson, Anderson & Stowe in their acquisition of Curo Health Services, one of the nation’s leading hospice providers. The definitive agreement was announced on April 23, 2018. The deal is valued at approximately $1.4 billion.
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Mintz is pleased to welcome back O'Kelly E. McWilliams III, who returns to the firm as a Member in the Employment, Labor & Benefits Section. His clients include multi-national companies, private equity firms, and emerging businesses.
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Mintz is advising a consortium of investors led by TPG Capital and Welsh, Carson, Anderson & Stowe in their acquisition of Kindred Healthcare, Inc. The definitive agreement totals approximately $4.1 billion in cash including the assumption or repayment of net debt.
ML Strategies has added veteran policy advisor Constance Garner as Vice President for Disability Policy & Education Policy. Ms. Garner draws on decades of legislative, health care, government agency, and consulting work.
Firm’s National Healthcare Practice, NY Corporate/M&A and Litigation: General Commercial Among Newest Rankings
The 2015 Chambers USA: America's Leading Lawyers for Business guide names 52 Mintz, Cohn, Ferris, Glovsky and Popeo, P.C.  attorneys as “Leaders in Their Fields.”

Events

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Sep
23
2020

Sponsors, Influencers & Career Engineering for Legal Counsel

Women, Diversity & Change Summit - Washington, D.C.

Online

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Moderator
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Nov
12
2015

4th Annual Pharmacy Benefit Oversight & Compliance Conference

CBI

16770 North Perimeter Drive Scottsdale, AZ

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Jun
26
2015

CMS Audit Readiness for PBMs and Plans

CBI

Hilton Magnificent Mile, Chicago, IL