Jerry is a member of the Firm’s Health Industry Advisory Practice Group. While in law school, he was the executive editor of the American Journal of Law & Medicine.

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• Representation of a non-profit Catholic health care system with respect to its entrance into a three-way hospital system joint venture
• Representation of a for profit hospital system’s acquisition of the assets of multiple hospitals
• In multiple transactions for multiple clients, representation of multi-hospital non-profit health care systems in their respective affiliations with other non-profit health care systems under common parents
• Representation of a multi-state diagnostic imaging company’s acquisition of the assets of five diagnostic imaging centers in Massachusetts
• Representation of a hospital system with respect to a successful settlement under CMS’ Voluntary Self-Referral Disclosure Protocol
• Representation of a Texas-based hospital system with respect to its establishment of multiple tax-exempt research foundations

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Amy serves as a strategic advisor to companies developing, deploying, and scaling technology-driven products and services. She counsels clients on artificial intelligence (AI) governance, data strategy, privacy compliance, cybersecurity, and digital product development, helping them harness emerging technologies responsibly and effectively. Working across industries — including health care and life sciences, technology, financial services, media/social media, and consumer products — Amy partners with legal, product, engineering, and executive teams to embed privacy, security, and responsible AI principles throughout the product lifecycle. Her practical, business-focused approach helps clients bring innovative products to market while navigating an increasingly complex regulatory environment.

In addition to regulatory and product counseling, Amy advises on technology, data, and cybersecurity issues in commercial transactions, outsourcing arrangements, strategic partnerships, and corporate transactions. She drafts and negotiates complex technology and data agreements, conducts privacy and cyber due diligence, and counsels clients on third-party risk management, data commercialization, security incidents, and regulatory investigations. By combining deep regulatory knowledge with a strong understanding of emerging technologies, Amy helps clients address today’s challenges while preparing for the risks and opportunities of tomorrow.

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• Advised on privacy and data security considerations in a multi-jurisdictional pharmaceutical clinical trial, including negotiations with clinical research organizations, sharing of data with research institutions and preparing contracts and informed consent documents
• Advised healthcare client on applicability of general privacy and data security laws (including the CCPA, GDPR, COPPA and state data security laws) to collection of data through non-traditional means, including how such laws impact requirements under HIPAA and state health information privacy laws
• Advised insurance and financial service clients on applicability of GLBA, FCRA and state privacy laws to the digital transformation of their traditional businesses and growth of new lines of business involving the collection and use of consumer data, modeling and algorithm development
• Vetted privacy and security risks in a private equity fund’s multimillion-dollar acquisition of four national data brokers, and advised on post-closing implementation of privacy and security controls
• Handled responses to numerous incidents involving the compromise of personal data, including overseeing the forensic investigation into the incidents, advising on legal obligations, preparing a notification and communication program and recommending appropriate mitigation measures
• Acted as an interim privacy officer for a large regional hospital system

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• Euromoney LMG, Rising Star Americas: Privacy and Data Protection, 2020-2022
• Best Lawyers: Ones to Watch, Healthcare Law, 2021
• Massachusetts Lawyers Weekly, Up & Coming Lawyer, 2021

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• Filipino American Lawyers Association of Massachusetts, Founding Member and Incoming President

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Matt serves as a strategic advisor to ACOs, independent physician associates (IPAs), managed care networks, integrated delivery networks and other healthcare providers, including hospitals and health systems, specialty providers, physician practices and innovative primary care organizations, on acquisitions, affiliations, reorganizations and other transactions. He also provides guidance on regulatory and fraud and abuse matters related to these transactions and contractual arrangements, including the physician self-referral law (Stark Law), the Anti-Kickback Statute, and general healthcare law and compliance matters.

Prior to joining McDermott Will & Schulte, Matt was deputy general counsel of a large national private health system, where he served as the lead lawyer for its managed care network, multi-specialty physician practice and hospital physician contracting throughout the system.

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• Represented provider organizations in disputes regarding financial reconciliations under sophisticated value-based case agreements
• Advised a large national private health system in connection with the sale of its Medicare Advantage risk business, REACH ACO and MSSP ACOs
• Represented many provider organizations and intermediary entities in negotiating fee-for-service, quality incentive, shared savings and risk agreements with commercial, Medicare Advantage and Medicaid managed care payors
• Represented a value-based care organization that owns and operates multiple ACOs in its acquisition of one of the United States’ largest IPAs
• Advised many provider organizations and intermediary entities on all aspects of participation in the Direct Contracting Model, the ACO REACH Model and the MSSP, including formation, governance and operation of direct contracting entities and ACOs; development of downstream participating provider and preferred provider agreements; and various regulatory compliance matters
• Drafted multi-state participating provider and shared savings agreements for a leading ACO
• Counseled a national nonprofit healthcare system regarding Stark Law and Anti-Kickback Statute compliant value-based care arrangements
• Advised a large national private health system on its physician practice acquisitions, employment agreements, and other clinical and administrative affiliations in connection with strategic market expansions
• Developed a physician employment agreement template for the affiliated physician practices of a prominent specialty hospital system
• Assisted clients in responding to government investigations and conducting internal investigations into regulatory compliance matters

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Mark has substantial experience in the investigation and trial of complex white-collar criminal cases and other government enforcement matters, including healthcare, securities and tax fraud, and matters arising out of government procurement programs. He represents clients before courts and government agencies throughout the United States. In late 2018, Mark successfully defended a pharmacist charged with RICO, Mail Fraud and Food, Drug and Cosmetics Act charges. Following a two-month trial, Mark’s client was acquitted of all charges.

In April 2020, Mark was appointed by Massachusetts Governor Charlie Baker to conduct an independent investigation of the COVID-19 outbreak at the Holyoke Soldiers’ Home. The report by Mark and his team has resulted in a number of policy and personnel changes at both the Home and in Massachusetts state government. The “Pearlstein Report” formed the basis for legislation introduced by Governor Baker To reform the Home and its oversight.

Mark also has substantial experience in complex commercial litigation and arbitration. He has tried a number of civil cases, including the Massachusetts Port Authority’s successful challenge to an injunction prohibiting the construction of a new runway at Boston’s Logan Airport.

Previously, Mark was a federal prosecutor in Boston’s US Attorney’s Office. He served as chief of the Office’s Economic Crimes Unit from 1994 to 1996, and was the first assistant US attorney from late 1996 until 2000. In that role, he supervised the Civil and Criminal Divisions of the US Attorney’s Office.

Mark served as acting US attorney responsible for negotiating what was then the largest resolution of a healthcare fraud case. He was a member of the Department of Justice working group responsible for promulgating Federal Prosecution of Corporations, the set of guidelines that governs prosecutorial decisions regarding corporations, and received numerous awards for his work.

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• Successfully advocated on behalf of numerous clients in persuading prosecutors and enforcement agencies to decline the bring charges
• Represented a Ponzi scheme victim in connection with the recovery of more than $15 million
• Successfully defended a pharmacist charged with RICO, Mail Fraud and Food, Drug and Cosmetics Act Charges; following a two-month trial, the client was acquitted of all charges

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• Benchmark Litigation, Local Litigation Star, 2021
• The Best Lawyers in America, 2006-2022
• US Department of Justice, Attorney General’s Award for Exceptional Service

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Drew regularly leverages this deep regulatory knowledge in government audits, civil investigative demands, and internal investigations, helping clients assess exposure, craft defensible responses, and navigate complex interactions with enforcement agencies. Her work also extends to the transactional arena, where she identifies regulatory risks, structures compliant arrangements, and supports diligence and post-closing integration for strategic transactions.

In addition, Drew provides strategic, day-to-day counseling to healthcare providers, payors, and emerging companies, guiding them through operational questions, policy changes, and compliance program design to support both business objectives and regulatory integrity.

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Andrew advises boards and senior executives on significant, multidisciplinary compensation and benefits matters, particularly plan design, regulatory practice, litigation, and governance.

Andrew has held several leadership roles within the American Bar Association, including serving as the chair of the Section of Taxation’s Employee Benefits Committee. Additionally, he is a frequent speaker and author on executive compensation and employee benefits issues.

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ERISA litigation

• Successfully defended a health system and plan fiduciaries against alleged breaches of Employee Retirement Income Security Act of 1974 (ERISA) fiduciary duties regarding investment options and plan expense in a class action complaint through a bench trial and an appeal to the US Court of Appeals for the Tenth Circuit
• Represented Schneider Electric in a class action 401(k) lawsuit alleging that investment options were improper and that plan fees were unreasonable. The US District Court for the District of Massachusetts dismissed with prejudice a duty of loyalty and prohibited transaction claims
• Represented Genentech, Inc. and other alleged fiduciaries in a class action 401(k) lawsuit alleging that investment options were improper and plan fees were unreasonable. The US District Court for the Northern District of California dismissed with prejudice all claims for breach of fiduciary duty because of the plan’s investment options
• Secured dismissal of breach of fiduciary duty claims in the US District Court, alleged by minority shareholders of Demoulas Super Markets, Inc. and related to losses associated with $50 million Fannie Mae and Freddie Mac investments
• Representing Liberty Mutual in a class action retiree medical benefits lawsuit alleging that the company reneged on its promise to count employees’ years of service with an acquired company in calculating retirement benefits
• Successfully represented State Street in dismissing a class action lawsuit filed by hundreds of former Chrysler executives asserting claims to tens of millions of supplemental retirement benefits lost during Chrysler’s bankruptcy
• Successfully represented a large group of executives in the Polaroid Corporation and LSC Communications, Inc. bankruptcies, allowing them to either retain or receive a large portion of their nonqualified deferred compensation benefits

ERISA preemption

• Successfully represented Liberty Mutual in its groundbreaking challenge to overturn Vermont’s All-Payor Claims Database reporting requirements in the Supreme Court of the United States and the Court of Appeals for the Second Circuit
• Successfully represented The ERISA Industry Committee (ERIC) in obtaining an exemption from reporting requirements in Oregon and Illinois after filing a preemption challenge to reporting requirements
• Retained by ERIC to file an en banc petition requesting rehearing of a Court of Appeals for the Ninth Circuit ruling that a Seattle ordinance requiring hotels to either amend their ERISA plans to provide mandated health benefits or pay cash to purchase their own insurance was not preempted by ERISA

Regulatory matters

• Successfully defended a Fortune 200 company against more than $50 million in proposed Internal Revenue Service (IRS) compensation deduction disallowances under golden parachute rules
• Obtained a private letter ruling from the IRS allowing a public company to retain deductibility of more than $45 million in compensation despite failure to timely secure shareholder reapproval
• Negotiated a favorable Pension Benefit Guaranty Corporation settlement that allowed a non-US entity to avoid more than $30 million of liability upon termination of a US subsidiary’s pension plan
• Secured a first-of-its-kind individual prohibited transaction class exemption from the DOL allowing an insurance company to serve as an in-house asset manager on terms similar to a registered investment advisor
• Successfully defended a large privately held business against an IRS assessment challenging more than $10 million in compensation paid annually as being non-deductible unreasonable compensation
• Represented a trade association in successfully creating the direct service payment exemption from the Affordable Care Act’s $500,000 per employee tax deduction requirements under Section 162(m) final regulations
• Retained by a Big 4 accounting firm to resolve a compensation-related tax position dispute in its acquisition of a professional services business

Compensation and benefits advisory matters

• Advised a Fortune 200 company in redesigning its executive compensation program and proxy disclosure practices to secure a favorable say-on-pay vote following less than 50% support in the prior year and obtain approval of a share reserve increase
• Advised a Fortune 100 company to structure and implement its equity-based long-term incentive programs in more than 30 countries and multinational European companies on implementing stock rights programs in the United States
• Structured global employment companies and advised on the tax treatment of cross-border transferring employees regarding outstanding equity rewards
• Successfully assisted clients with de-risking transactions by designing lump sum payment programs for former employees, group annuity contract purchases to shift risk to insurers, and freezes of future benefit accruals for new hires
• Structured various equity plans to avoid adverse accounting treatment, including allowing for the diversification of investment gains under restricted stock units and broader adjustment provisions for equity awards in light of COVID-19
• Successfully negotiated a settlement with an insurer that resulted in a multimillion-dollar return of insurance premiums upon an employer’s termination of a group long-term disability policy

Transactional matters

• Advised Liberty Mutual on employee benefits and executive compensation matters with respect to its $6.2 billion acquisition of Safeco Insurance and $2.7 billion acquisition of Ohio Casualty Insurance Company
• Advised CVS Health Corporation on compensation matters in connection with its approximately $70 billion cash and stock purchase of Aetna Inc.
• Advised Michelin SCA on benefits and compensation matters regarding the sale of a controlling interest in Solesis LLC to Altaris Capital Partners
• Retained as special counsel in structured executive compensation arrangements in an Up-C structure going public for entities structured as partnerships, including Premier, Inc. and ZAIS Group
• Retained as special counsel by Mercury Payment Systems in connection with its S-1 filing and its subsequent $1.65 billion acquisition by Vantiv
• Advised Neurovance, Inc. on its acquisition by Otsuka Pharmaceutical, a major Japanese pharmaceutical company

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• Super Lawyers, 2004-2021
• Acritas Stars, listed among independently rated lawyers, 2019-2021
• BTI Consulting Group, Law Firm Client Service All-Star

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