Thursday, October 11, 2012

Digging into the UAMS/St. Vincent merger

Posted By on Thu, Oct 11, 2012 at 6:32 AM

WHO WILL LEAD? Will public interest or church interest be the dominant voice in a UAMS/St. Vincent merger?
  • WHO WILL LEAD? Will public interest or church interest be the dominant voice in a UAMS/St. Vincent merger?

Joann Coleman of Little Rock, a volunteer lawyer on a mission, continues to dig into the documents she's obtained under the FOI pertaining to the long incubating work by St. Vincent Infirmary and UAMS to effectively merge operation.

For example: Here's a letter from a mergers/acquisitions lawyer in Washington hired by UAMS to guide its work. Sounds like somebody trying to make the medicine go down more easily with terminology that would lead to a seamless combination without precisely callling it that.

Writes Clifford Stromberg:

Per my voicemail to you, we are all in favor of high-minded vision! the problem for us is the concreteness of the reference to the end point definitely being 'a jointly owned network entity' that is a 'clinically integrated health network.' ... For that reason, we had suggested just a bit more fluid term ('joint vehicle to arrange for or provide superlative care') — which is not really all that different from 'network entity', but buys us some flexibility.

Note later Stromberg's additions of language "to help explain in a positive light, if this document is public..." Also to his reference that "We deleted most of the references to specific functions and services that might be candidates for collaboration or consolidation. It seems unnecessary to specify them in this document and might needlessly/prematurely create anxieties."

Yes, there are anxieties. First is the baseline concern of turning over a vast, publicly financed institution under the control of the legislature (and thus voters) and the Freedom of Information Act to at least partial control of a private institution that resists openness (and indeed isn't bound by the law). Second, and by no means minor, is sharing operational control with an organization that gets its guidance on acceptable medical services and research and personnel policy from church authority.

Anxiety? Yes.

Credit Stromberg for noting in another memo something Coleman pointed out yesterday — the appearance of conflict in UAMS hiring, without competitive proposals, Deloitte Consulting to evaluate its end of the deal. Deloitte was hired by St. Vincent in the first place to find a partner and came up with UAMS, now about to pay Deloitte $750,000 to, most likely, pronounce the combine a great idea.

Your real concern is that this is not reallly a 'neutral' engagement; they say explicitly that only SV is the client. But that is inherent in the arrangement you agreed to. My guess is that IF you detect anything not objective in the report, you can always hire your own consultant to press test it at the time—but the virtue is that you will only need to pay your consultant to give a 'second opinion' on selected items. If money were no object, I agree it clearly would be better to hire your own consultant.....

Note that they are very squishy about how the fee is really not limited to $1MM if we all do not provide full support and instant cooperation. We should make it clear to SV that UAMS is in for no more than $500K — regardless. (It is pretty amusing how Deloitte says it is making a HUGE financial sacrifice receiving only $1MM for 10 weeks work.)

Anxiety? Yes. (Note UAMS officials express some concerns about providing internal marketing and other data that could benefit a competitor.)

Here's a working document on the letter of intent on what UAMS and St. Vincent would be pursuing if necessary OKs come from the legislature and elsewhere. (Reminder: UAMS never got UA Board approval to hire the outside lawyer.) It outlines integration of clinics and such things as possible joint work in a St. Vincent facility in West Little Rock through various contractual arrangements.

Again: Will St. Vincent agree to partner with a full provider of medical services and employee health coverage related to family planning, pregnancy and treatment of problem pregnancies? The answer — over and over around the country — is no. That scuttled a similar deal in Kentucky. Tricks of language are being employed in the drafting here to avoid the obvious conflict. Lipstick on a pig doesn't change its DNA.

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