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NHS Mergers & Acquisitions 2gether NHS Foundation Trust

Learn about the unique merger process via acquisition in the NHS, including legal frameworks, governance roles, timeline, and costs involved. Understand the roles of Trust Board Directors and Governors in approving mergers.

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NHS Mergers & Acquisitions 2gether NHS Foundation Trust

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  1. NHS Mergers & Acquisitions2gether NHS Foundation Trust Vincent Buscemi, Partner 12 July 2018

  2. Legal Route to Completion

  3. Merger by way of acquisition • The parties agree to “merge” by way of acquisition • Section 56A and 56AA of the NHS Act 2006 • One organisation technically acquires the assets and liabilities of another but the behaviours of the parties are more akin to a merger: • agreed in common arrangements in relation to Board appointments • new branding/name so that from an external perspective a ‘merged’ entity has been formed. FT 1 Trust 2

  4. Board and Governor Roles

  5. Board of Directors (1)

  6. Board of Directors (2)

  7. Board of Directors (3)

  8. Council of Governors (1) The NHS Act 2006 requires that 'more than half the members of the full council of governors' must approve any application by an FT to merge with another Trust/FT or be acquired by another FT.

  9. Council of Governors (2) The Governor's role is twofold: • To hold the Non-Executive Directors, individually and collectively to account for the performance of the Trust's Board of Directors by: • ensuring that the Board of Directors have been thorough and comprehensive in reaching its proposals (that it has undertaken proper due diligence); and • that the Directors have obtained and considered the interests of Trust Members and the public as part of its decision - making process. • Provided these assurances are obtained, the Governors should approve the joint application which must be submitted to Monitor/NHS Improvement.

  10. Composition of the Board and Council up to completion

  11. Merger by way of Acquisition

  12. Merger by way of Acquisition: impact on the Target NEDs and Governors

  13. Merger by way of Acquisition: NEDs

  14. Merger by way of Acquisition: Governors

  15. Merger by way of Acquisition: Governors (3) • Interim measures: • Committees in Common • Constitutional review group/other working groups • Post-completion observers

  16. Timeline and costs

  17. Timeline and costs (1) • Timeline: • Typically 12-16 months (any route) • Influenced by: • CMA clearance (may not be relevant here) • Ability to agree the route to completion • Interaction between the parties and NHSI • Obtaining approvals from NHSI to proceed

  18. Timeline and costs (3)

  19. Thank you! This presentation contain information of general interest about current legal issues and is not intended to apply to specific circumstances. It should not, therefore, be regarded as constituting legal advice.

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