G. Kirk Domescik

The Hospital Transaction During Continuous Operations

On January 1, 2023, Chestnut Hill Hospital changed owners without stopping. The 148-bed acute-care hospital transferred to a newly formed nonprofit alliance while its emergency department stayed open and its surgeons, nurses, pharmacists, technicians, and more than three hundred physicians kept working inside the building. Patients were not parties to the acquisition — but from the first hour of the new year, they depended on its legal structure.

The purchaser was owned by three healthcare organizations with different strengths and different interests. Temple Health held sixty percent and would manage the hospital. Redeemer Health and Philadelphia College of Osteopathic Medicine each held twenty percent. The alliance paid Tower Health $28 million, with as much as $4 million assigned to transition services, and the accepted bid still had to clear bondholder, Pennsylvania Attorney General, regulatory, and Philadelphia Orphans' Court approvals before closing.

G. Kirk Domescik served as Temple Health's lead healthcare mergers-and-acquisitions counsel, and his assignment reached well beyond the asset-purchase agreement. He negotiated the hospital affiliation agreement and the bylaws for the purchaser entity — the documents that had to convert three owners into one nonprofit company capable of acting.

The asset-purchase agreement transferred the hospital; the affiliation agreement and bylaws allocated authority over it. A hospital needs someone empowered to approve budgets, appoint leadership, borrow money, maintain service lines, respond to regulators, and act when clinical or financial conditions change. Temple's management role had to coexist with the rights of two minority members. PCOM's medical-education relationship had to fit the operating system. Redeemer entered with its own healthcare network and post-acute experience. The new company needed a lawful answer ready before any contested decision arrived.

The transaction preserved emergency care, surgery, cardiology, oncology, orthopedics, urology, primary care, and clinical education in northwest Philadelphia and eastern Montgomery County. The hospital remained a freestanding, licensed acute-care facility with more than a century of service to those communities, and Temple University Hospital became managing partner — placing daily management inside the governance structure Domescik helped establish.

The Bylaws after the Bid

Tower Health had acquired Chestnut Hill and four other hospitals in 2017, then entered severe financial strain. A proposed sale to Trinity Health Mid-Atlantic collapsed in January 2022. Seven months later, Temple, Redeemer, and PCOM announced their definitive asset-purchase agreement. Winning the competitive process was only one step: the sale could not close until the buyers satisfied nonprofit-asset, bondholder, regulatory, and court requirements while preparing a licensed hospital to keep operating under a new owner.

Corporate bylaws govern who may authorize the decisions that physicians, administrators, and employees must carry out. In a hospital alliance, provisions concerning boards, officers, committees, quorums, voting thresholds, reserved powers, budgets, capital approvals, and deadlock procedures can determine whether staff are hired, an operating room is renovated, technology is acquired, a physician group is integrated, or a new service line opens. Domescik's bylaw work allocated that authority in advance — before a disputed vote or governance impasse could interrupt recruitment, capital spending, contracting, clinical operations, or patient services. The documents specified which decisions required joint consent, which party could act independently, how disagreements would be escalated, and who remained accountable for implementing the approved course.

The affiliation agreement had a different task. It stated what the owners promised one another and the hospital alliance: how their roles related, what management authority Temple would exercise, which obligations survived closing, and how the alliance would continue when strategy or ownership changed. One document organized the relationship; the other organized the company.

In August 2025, Temple acquired Redeemer's twenty-percent interest, raising Temple's ownership to eighty percent while PCOM retained twenty percent. The hospital continued operating through the alliance. The governing documents Domescik negotiated for the original acquisition supplied the mechanism for the membership change while preserving the nonprofit purchaser, Temple's management authority, PCOM's continuing participation, and the hospital's ability to make decisions without reconstructing its corporate framework.

A durable agreement does not predict every later decision. It identifies who may make that decision, what approvals are required, and what remains protected when the participants no longer occupy their original positions. At Chestnut Hill, a three-member alliance became a two-member alliance — and the nonprofit purchaser, the hospital license, the management structure, the physician relationships, and the patient services carried straight through the change.

WellSpan and Evangelical Community Hospital

Evangelical Community Hospital entered the WellSpan combination carrying an antitrust history from an earlier ownership agreement.

In 2019, Geisinger agreed to acquire a thirty-percent interest in Evangelical for $100 million, with rights over projects, future transactions, and parts of Evangelical's strategic direction. The Department of Justice sued in August 2020, alleging that the two systems were close competitors for inpatient hospital services in a six-county area where they accounted for roughly seventy percent of the market, and that the ownership and control provisions would reduce the incentive to compete. The 2021 settlement capped Geisinger's stake at a 7.5-percent passive interest, barred governance and strategic-control rights, restricted additional financing and influence, and required antitrust-compliance programs — while still permitting defined cooperation, including information-technology support that could improve Evangelical's electronic health records. The judgment drew a precise line: collaboration capable of improving care could remain; ownership rights capable of suppressing competition could not.

Domescik later represented WellSpan in its acquisition of Evangelical. The combination entered a market where control rights had already been litigated and limited, and it had to account for the existing Geisinger passive interest, the federal judgment, regulatory scrutiny, and the difference between preserving local care and concentrating authority over it.

The parties announced their definitive agreement in February 2024, and the combination took effect on July 8 after regulatory requirements were cleared. Evangelical brought 131 licensed beds, approximately 1,900 employees, and more than 170 employed and independent physicians into the combined system; together, WellSpan and Evangelical served more than 1.3 million patients across twelve counties in Pennsylvania and Maryland. A separate philanthropic foundation remained available to support the community.

The transaction joined hospital ownership and governance with regulatory review, integration, workforce and physician relationships, and continued community services. The completed combination placed capital, recruitment, technology, specialty care, and financial planning inside a governing structure for the combined system, while the prior judgment continued to confine Geisinger's interest to a passive stake without strategic-control rights. Domescik's work located operational authority in the completed combination rather than leaving it to be reconstructed after closing.

More Than Two Dozen Physician Practices

Domescik has represented more than two dozen physician practices in sales of practice assets to private-equity-backed management services organizations, across ophthalmology and optometry, ear, nose and throat and allergy care, emergency medicine, orthopedic surgery, plastic surgery, dermatology, neurology, and pain management.

Those transactions separate clinical authority from the business infrastructure surrounding it, often across different legal entities. State rules commonly grouped as the Corporate Practice of Medicine doctrine reserve professional ownership and clinical control to licensed professionals. The management organization may acquire or manage equipment, leases, nonclinical employees, billing systems, technology, marketing, purchasing, and administrative operations, while the professional entity remains responsible for diagnosis and treatment.

The separation must work in the documents and in daily operations alike. Where state law preserves clinical control for licensed professionals, a management agreement cannot transfer that authority through an economic back door. The same structures can implicate the Stark Law and the federal Anti-Kickback Statute when compensation, referrals, or ancillary services intersect; a compensation formula cannot quietly erase the promised division between clinical judgment and business control. Data access must support billing and operations without treating patient information as an ordinary commercial asset. Restrictive covenants, physician departures, recruitment, payer contracts, malpractice coverage, and ownership succession all become part of the transaction's operating life.

Provider enrollment adds a clock. Medicare provider organizations generally report a change in ownership within thirty days through the applicable enrollment process, and state licenses, controlled-substance registrations, laboratory authority, accreditation, payer credentialing, and professional-entity rules create parallel deadlines and filings. Closing must leave the practice able to bill, prescribe, employ staff, and use the equipment that produced its value.

The operating assets shift with the specialty. An ophthalmology platform may depend on surgery centers, diagnostic devices, optical services, and expensive equipment; emergency medicine on hospital contracts, staffing, and continuous coverage; dermatology and plastic surgery on a mix of medical and elective services with distinct billing and advertising concerns; orthopedics on imaging, therapy, surgery, and durable medical equipment. Domescik's transactions therefore require specialty-specific diligence grounded in how each practice actually delivers care.

He has also represented a Colorado nonprofit health system in acquiring a multispecialty group of more than twenty-five physicians — a substantial professional organization entering a larger nonprofit system. The integration required precise answers for the first day after closing: which entity employed each person, who billed for services, who governed the practice, who owned the records, and who retained authority over care.

Emergency, Long-Term-Care, and Imaging Facilities

One set of Domescik's matters extended across two Chicago hospital campuses, twenty-two freestanding emergency departments in Dallas, and a healthcare portfolio requiring restructuring and refinancing in three major United States markets. The work coordinated purchase and ownership documents, licenses, leases, financing, equipment, laboratories, pharmacies, professional staffing, billing systems, transfer relationships, management arrangements, and operating transition.

A freestanding emergency department is a compressed version of the whole problem: real estate, regulated clinical operations, imaging and laboratory equipment, pharmacy functions, physician and nursing coverage, billing systems, transfer relationships, and the obligation to respond when a patient arrives without warning. Acquiring twenty-two of them through a joint venture means the ownership agreement, purchase documents, licenses, leases, financing, management arrangements, and operating transition must all move together. Each facility must be both owned and lawfully ready to perform the service for which it was acquired.

The same coordination governs long-term care. Domescik represented the owner and operator of three skilled-nursing facilities in a joint venture and sale with New Jersey's largest hospital system, and has advised investment groups acquiring assisted-living and skilled-nursing facilities across jurisdictions. Residents remain in their rooms while control changes hands above them; medication administration, staffing plans, resident funds, care records, pharmacy and therapy contracts, surveys, licenses, and Medicare or Medicaid participation must continue without a seam through the corporate transition.

He has also represented a hospital-system owner acquiring a Dallas medical campus with an operating hospital and a four-story medical-office building, and a national diagnostic-imaging developer in hospital joint ventures and independent-facility acquisitions. Each matter joins a physical site to a regulatory identity. The deed, lease, or equity interest gives the buyer an asset; licensure, enrollment, professional staffing, and governance determine how the asset functions as healthcare.

The corporate documents allocate property, capital, risk, and control. Healthcare law directs how those allocations reach patients, professionals, reimbursement, and licensed services. Domescik's practice brings both systems into the same closing structure.

The Company at the Signature Table

Outside healthcare, Domescik has represented roofing, garage-door, automotive-warranty, facilities-services, managed-cloud-networking, international-security, and juvenile-services businesses in private-equity and strategic transactions.

A middle-market price can compress decades of work into one number, and the purchase agreement has to unpack it. In an asset sale, the parties must define which contracts, equipment, intellectual property, receivables, liabilities, and employees move to the buyer. In an equity sale, the company remains in place while control of the entity changes, carrying its contracts and liabilities with it. Working capital, debt, indemnification, escrow, transition services, restrictive covenants, and any continuing ownership determine what changes at closing and what obligations remain afterward. His transaction documents have addressed purchase-price mechanics, customer and supplier contracts, employees, intellectual property, regulatory obligations, client approvals, diligence schedules, representations, closing conditions, counterparty coordination, indemnification, and post-closing control — allocated among buyers, sellers, managers, lenders, continuing owners, and operating companies according to the business and risks being transferred.

A seller may also remain inside the business. A rollover investment, employment agreement, consulting role, or minority position changes the relationship from owner to participant in another organization's platform. The documents must state who controls strategy, when the seller can leave, what happens to the retained interest, and which claims survive. The closing may be the first day the company answers to someone else.

In facilities services, managed-cloud networking, international security operations, and juvenile services, the industries alter the assets and regulatory questions. Domescik's transactional task remains exact: identify what the buyer is acquiring, establish the authority to transfer it, allocate the liabilities that follow, and create a company that can operate after the seller's old decision structure changes.

Governance before the Dispute

Domescik regularly prepares operating agreements and shareholder agreements for privately held companies — documents written before the conflict they must govern. They assign voting power while relationships are cooperative, define transfer rights before anyone wants to leave, and state what happens after death, disability, deadlock, a capital demand, or an offer to sell the company.

These agreements cannot prevent owners from disagreeing; they can prevent the disagreement from becoming a contest over whether anyone has authority to act. A reserved-power provision tells managers when they need owner approval. A buy-sell mechanism supplies a path after separation. Information rights determine what a minority owner can inspect. Transfer restrictions keep an unwanted party from entering by accident. Valuation terms decide whether a departure produces an orderly purchase or a second dispute about price.

Transactional practice supplies the evidence for that drafting. Every acquisition tests whether governing provisions still fit the business, required consents are in place, ownership records reflect the parties' agreement, and contracts assign rights consistently with operations. Domescik's continuing corporate counsel carries those lessons back into the documents written before a company reaches its next sale or change in ownership.

He applies the same experience as an advisory-committee member and volunteer attorney for Pro Bono Partnership of Atlanta. Nonprofits need valid board action, clear officer authority, enforceable contracts, conflict rules, and a lawful method for accepting obligations no less than commercial enterprises do. His work helps those organizations establish that governance before a board vote or a contract requires it.

The Office That Executes the Deal

Domescik has managed Duane Morris's Atlanta office since 2013 while maintaining an active transaction practice. He joined the firm as an associate in 2003 and became a partner in 2005, after earlier work at Sumner & Anderson and the Atlanta predecessor of Epstein Becker & Green. He graduated from Duke University in 1990 and earned his law degree, cum laude, from the University of Georgia in 1994.

As managing partner, Domescik coordinates local authority, specialist knowledge, conflicts review, staffing, and client accountability across offices. A single hospital transaction can require corporate, tax, finance, antitrust, real-estate, labor, benefits, regulatory, and litigation judgment at the same time. Each specialist retains a distinct role, and the managing partner organizes them around one closing.

Domescik works on both sides of the middle market: nonprofit health systems acquiring hospitals, physicians selling practice assets, facility operators entering joint ventures, investment groups acquiring regulated care businesses, and owners selling privately held companies. After signature and closing, authority over employment, billing, records, contracts, capital, governance, regulatory compliance, and daily operations shifts according to the transaction documents. His work specifies who holds each power on the first day of the combined, sold, or newly governed enterprise.

The Day after Closing

On December 31, 2022, Tower Health owned Chestnut Hill Hospital. On January 1, 2023, a new nonprofit alliance did. The emergency department did not close for the transition. The hospital did not surrender its license and apply to become a hospital again. Its physicians did not stop treating patients while three organizational owners decided how to act.

The acquisition documents transferred the hospital; Domescik's affiliation agreement and bylaws gave the new owner a way to govern it. Two years later, one member left and the ownership percentages changed again. The hospital remained open.

A transaction announces a new owner on closing day. The legal structure must answer for every day that follows — when a board votes, a regulator asks who controls the facility, a physician needs authority, an employee needs a paycheck, and an ambulance arrives before anyone has time to revisit the agreement. At Chestnut Hill, the ownership changed twice, and the hospital, management authority, minority participation, licensing structure, and operating decisions continued through both changes — carried by the entity and bylaws designed for the original acquisition.