Robert E. Fuller

• Counseled and documented management company and acquisition of acute care hospitals, both in and out of bankruptcy courts, involving workouts and operational turnarounds.
• Documented the financing and/or sale of over 25 ambulatory surgery centers.
• Advised boards of directors on fiduciary obligations and governance.
• Served as entity’s bond counsel for issuance of municipal-backed bonds for a non-profit enterprise.
  Served as Chief Restructuring Officer for a 199-bed general acute care hospital’s Chapter 11 proceeding.
• Formed a new entity for the merger and subsequent sale of a group of dermatopathology laboratories with financing of over $15 million.
• Formed over 500 entities, including LLCs, PLLCs, LPs, trusts, and non-profits, together with governance documents to support regular business operations, financing, and mergers.
• Counseled and documented various factoring and ABL lines for medical groups, hedge funds, and lenders.
• Set up an investment trust of over $100 million seeking diversification of family office assets into new industries.
• Closed over 50 collateralized, secured, and unsecured financings, including bank rate and oil price hedging obligations and credit swaps of various kinds, totaling from $1 million dollars to over $25 billion dollars.
• Set up over 50 management companies to assist with the management and financing of health care facilities including hospitals, medical practices, MediSpas, 1206 Foundations, and related entities.
• Documented financing for a $25 million bridge to HUD lending arrangement from a private lender to a healthcare facility, as well as completed over a dozen HUD 242 applications for financing clients.
• Formed several new IPAs, merged physician practices, negotiated new contracts with Medicare Advantage plans, and counseled on business and regulatory aspects of IPA operations.
• Documented significant domestic and international IP licensing, manufacturing, marketing, and distribution agreements for pharmaceuticals, biologics, medical devices, and related products.
• Advised on a number of Clayton Act and Sherman Act merger cases.
• Represented a client in acquiring 50 skilled nursing facilities (SNFs) valued at more than $100 million.
• Represented IPA and related businesses in the multi-tier capital raise for geographic and enterprise expansion, utilizing $8 million in equity, $20 million in mezzanine borrowing, and $22 million in primary facility borrowing.
• Assisted a medical services company in the acquisition of three new facilities through a real estate investment platform exercising options on over $20 million worth of property.
• Represented a client with a $200 million valuation in raising $50 million in new funding through convertible debentures and equity positions.
• Drafted HSR and related filings, as well as handled extensive Second Requests and CIDs for seven cases in U.S. District Court.
• Counseled on over 24 pharmacy and laboratory acquisitions, handling CHOWs and regulatory approvals, as well as counseled on 340B program requirements for structuring cash flows in certain pharmacy acquisitions.
• Recently documented over 40 private placement memoranda, creating complex investment structures in high-risk new markets involving a cannabis entity.
• Counseled on commercial real estate transactions, zoning regulations, CUP applications, and related property use and development issues, including use of residential properties for health care services such as rehabilitation facilities, assessing constitutional and statutory issues under State and Federal law, including equal protection clause, the Fair Housing Act, and the Americans with Disabilities Act.
• Created new security worth $100 million as a bond-equivalent for a hedge fund seeking stable but higher returns for clients based on cash flows captured from certain health care organizations.
• Structured securities and complex transactions requiring new issuances to accomplish an entity transfer and partial transfers.
• Counseled and documented the sale of a chain of skilled nursing facilities.
• Counseled and documented a European intellectual property acquisition, including factory operations and project management, and obtained FDA and CE approval of complex ophthalmologic equipment.
• Counseled on all regulatory aspects of health care, including for hospitals, skilled nursing, assisted living, medical groups, medical staff, telemedicine, pharmaceutical, laboratory, ASC, device manufacturing, rehabilitation facilities, sober living, and related clients.
• Structured tax efficient vehicles to support mergers and other combinations.
• Led regulatory counsel to a large health system in its Chapter 11 bankruptcy case, the largest hospital bankruptcy in U.S. history. The matter has involved corporate and regulatory support for the system’s day-to-day operations as well as extensive regulatory work on the sale of the system’s six hospitals, including counsel regarding California attorney general conditions and approval process.

Rob has tried over 30 jury and non-jury cases and has handled over a dozen appellate matters, including:

• Chronic Practor Caregivers v. Washington (2015, Supr. Court for Los Angeles County, unreported) Obtained preliminary injunction for corporate identity theft issues against individuals misappropriating name and trade dress of client.
• Eubanks v. Getty Oil Company, 896 F2d 960 (5th 1990) Complex collateral estoppel argument prevailed in short-circuiting plaintiff’s antitrust case based on Hatter’s Pond gas field unitization proceedings in another state, affecting over $4 billion in royalty payments.
• Dameshghi v. Texaco Refining and Marketing Inc., 3 Cal.App.4th (4thCal. Ct. App. 1992) State franchise act pre-emption; real estate transfer dispute.
• Pride v. Exxon and Texaco, 911 F.2d 251 (9th Cir 1990) Federal jurisdiction over state law fraud claim.
• Washington v. Texaco Refining and Marketing Inc., 1991-1 Trade Cas. (CCH)Para. 69345 (W.D. Wash 1991) Clayton Act Sec. 7 case brought by State of Washington to stop the acquisition of 55 service stations; settled following hearing by consent decree in which Texaco agreed to divest 5 stations and pay attorney general’s trial costs of $55,000.
• Getty v. County of Los Angeles (2001, Supr. Court for Los Angeles, County, unreported jury trial) Land value dispute settled on appeal following jury trial to establish the takings value of oil producing land sought by County for parkland.

Rob has handled significant alternate dispute and arbitration proceedings, including:

• Texaco v. Coca Cola Enterprises (1995) Favorable arbitration result in proceedings before retired California Supreme Court justice for environmental damage caused to Texaco’s Inglewood, California, property, traceable to predecessor entity of Dr. Pepper Bottling Company of Southern California, of which CCE had purchased the common stock.
• In re Lake Desmet Property – Texaco v. U.S Dept of the Interior (1988) Convinced U.S. Government to make substantial offset payments on forestalled development of coal producing properties under inverse condemnation theory.
• In re Texaco’s Neutral Zone Damages from Gulf War (1991) Assisted in preparing “F” round proceedings before UN Compensation Commission in seeking compensation for damages sustained by Texaco at its neutral zone oil and gas producing and refining operations based in Mina Saud, Kuwait; multi-billion-dollar result.

California
New York
U.S. Supreme Court
U.S. Court of Appeals, First Circuit
U.S. Court of Appeals, Second Circuit
U.S. Court of Appeals, Third Circuit
U.S. Court of Appeals, Fifth Circuit
U.S. Court of Appeals, Sixth Circuit
U.S. Court of Appeals, Seventh Circuit
U.S. Court of Appeals, Ninth Circuit
U.S. Court of Appeals, Tenth Circuit

J.D., Fordham Law School
A.B., highest distinction in a Government Honors major, Dartmouth College

Adaptive Healthcare Fund (Investment Committee Co-Chair)
American College of Healthcare Executives (Fellow)
Hospital Association of Southern California

Super Lawyers
Super Lawyer, Southern California Super Lawyers Magazine (2018-2025)

From ObamaCare to TrumpCare (co-author)