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W. Kenneth "Ken" Marlow

Partner, Board of Directors, Healthcare Department Chair
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Healthcare companies growing strategically through acquisitions and joint ventures place their trust in Ken Marlow because he gets deals done. Ken has guided clients through more than 50 acute care hospital transactions with an aggregate value of more than $8 billion.  Healthcare providers across the country have engaged Ken to form numerous joint ventures among hospitals, physicians and other healthcare providers.  Ken also provides counsel to a publicly traded Fortune 500 healthcare company in strategic acquisitions across the post-acute care spectrum including skilled nursing facilities, rehabilitation hospitals, home health agencies and hospice care providers. Two recent transactions of note include the representation of a tax-exempt health system in its 2017 merger with another 501(c)(3) healthcare organization in a transaction that created one of the country’s largest not-for-profit health systems, and the representation of a financially troubled county-owned hospital in Pennsylvania in its acquisition by a privately held hospital management company based in Florida.

Additionally, Ken advises boards of directors and boards of trustees on corporate governance matters, including their fiduciary obligations and roles as trustees of charitable assets. He has also represented accountable care organizations approved by the Centers of Medicare and Medicaid Services under its Medicare shared savings program. In addition, he has served as counsel in more than 100 syndications of ambulatory surgery centers, dialysis centers and other outpatient facilities. Ken regularly speaks on a range of healthcare topics at national conferences, including The Governance Institute, Home Care 100 and the National Association for Home Care and Hospice.

Honors and Leadership

Ken is the Chair of Waller’s Healthcare Department which comprises more than 180 attorneys who focus their practices on various aspects of healthcare law and has been recognized nationally by Chambers USA. Ken is also recognized for his individual healthcare experience by Chambers USA, and his reputation within the healthcare industry led to his appointment to the Board of Directors of Leadership Health Care. Additionally, Ken was named a Health Care Hero by the Nashville Business Journal, and he has been quoted in the Wall Street Journal regarding hospital transactions. He is known for his ability to bring people and businesses together to structure, document and execute deals, and clients value his cooperative nature and team approach to overcoming complex issues. Ken currently serves on Waller's Board of Directors.

Experience

  • Lead counsel to a tax-exempt health system in its 2017 merger with another 501(c)(3) healthcare organization in a transaction that created one of the country’s largest not-for-profit health systems
  • Lead counsel to a financially troubled county-owned hospital in Pennsylvania in its 2017 acquisition by a privately held hospital management company based in Florida
  • Lead counsel for a joint venture between a publicly traded hospital company and a university health system for acquisitions in excess of approximately $2 billion, including the following recent transactions:
    • The $500 million acquisition of west central Pennsylvania’s largest health system which included three hospitals, outpatient facilities and physician group practices; the transaction required review and approval by the Attorney General of Pennsylvania 
    • The acquisition of a three-facility health system in western North Carolina 
    • The acquisition of a three-facility health system from a publicly traded healthcare company; the transaction also included the acquisition of 19 physician practices  
    • The acquisition of a 170-bed acute care hospital
  • Lead counsel to an investor-owned health system in a wide range of transactions, including:
    • The acquisition of a not-for-profit health system comprising two hospitals, thirteen physician practices, a network of rehabilitation centers, two sleep centers, a school of cardiac diagnostics and an accredited chest pain center
    • The formation  of a joint venture to share in the ownership and operation of not-for-profit health system in Virginia which includes a 97-bed hospital, a 115-bed long-term care and rehabilitation facility, an assisted living facility, a wound care center and a medically supervised wellness center.
    • The formation of a joint venture to share in the ownership and operation of a 36-bed acute-care hospital, a 60-bed skilled nursing unit and related healthcare services in Michigan.
  • Lead counsel to a publicly traded Fortune 500 healthcare services company in a number of strategic transactions, including:
    • The $195 million acquisition of an operator of 11 inpatient rehabilitation hospitals
    • The $95 million acquisition of a post-acute care provider operating more than 40 home healthcare locations in Florida and Louisiana
    • The $71 million acquistion of a provider of home health and hospice services operating nearly 50 locations in Texas
    • The acquisition of an home health provider serving patients in Arizona
  • Representation of a $40 billion private equity firm in acquisitions of portfolio companies in the healthcare industry
  • Representation of several publicly traded long-term care companies with respect to acquisitions, divestitures and joint ventures with hospitals and other providers
  • Advises companies and their boards of directors with respect to sensitive corporate disclosure, governance and policy issues, including compliance with the Dodd-Frank Act

Professional

  • Member, Board of Directors, Waller Lansden Dortch & Davis, LLP
  • Former Member, Board of Directors, Leadership Health Care
  • Member, Nashville, Tennessee and American Bar Associations
  • Member, Business Law and Health Law Sections of the American Bar Association
  • Member, American Health Lawyers Association

Prior Affiliations

  • Judicial Clerk to the Honorable Bailey Brown, Senior Judge United States Court of Appeals for the Sixth Circuit, 1996-1997

Education

  • J.D., University of Tennessee College of Law, 1996
    • Recipient of the American Jurisprudence Award of Excellence in the studies of Appellate Advocacy and Contract Drafting
    • Research Editor - Tennessee Law Review; American Judicature Society
  • B.A., cum laude, Vanderbilt University, 1992

Legal Services

Industries Served

Bar Admissions

  • Tennessee

Up Close

When he is not practicing law, Ken enjoys travel.