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Thomas H. Van Dis

Of Counsel

Office

T:
+1.269.383.5816
O:
+1.269.381.7030
F:
+1.269.382.0244
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Education

University of Michigan Law School, J.D. with honors, 1979

Michigan State University, B.A. with high honors, 1969

Bar Admissions

For 35 years, Mr. Van Dis has represented a diverse client base in a wide range of corporate matters and business transactions. His depth of experience in three related areas – corporate and commercial transaction, health care and financial institutions – has served his clients well and given him a broader perspective from which to advise. 

For companies and their owners, Tom advises and counsels on such matters as entity planning, taxes, contracts, compensation planning for key individuals, buy-sell arrangements, equity and debt financing, mergers and acquisitions, and exit strategies.

Physicians and other health care providers typically face substantially greater compliance and regulatory risks than do other businesses when entering into contractual arrangements, joint ventures and other business transactions. Tom brings something extra to the table in representing his many physician groups and other health care clients that other health law attorneys often do not – a strong background in corporate law and commercial transactions. For many years he has represented physician groups and other providers in contractual arrangements, joint ventures, sales and other transactions, all of which require a strong grounding in both regulatory compliance (Stark, anti-kickback, intermediate sanctions, payor reimbursement, etc.) and in corporate law and commercial transactions. 

Tom also brings a strong background to his representation of financial institutions, having served as a commercial credit analyst and commercial loan officer at American National Bank and Trust Company prior to pursuing his legal career. In addition to strong technical expertise in commercial lending and work on regulatory matters, Tom understands the customer relationship and internal issues faced by his banking and financial institution clients and knows how to address such issues in the context of legal and compliance representation. 

Representative Matters

Physician Group Sale
Tom guided a large physician group through its sale to a hospital and the process of becoming part of the hospital's integrated delivery system in a way that enabled the physicians to preserve a degree of autonomy and, consequently, a significant degree of bargaining power and influence in hospital system decisions after the acquisition.

Professional Services Agreements
Tom has represented several physician groups in negotiating and closing comprehensive professional services agreements with hospital systems.

Physician Group Business Acquisition
Tom represented a multi-specialty physician group in its creative acquisition of an ancillary service business from another group of physicians in default with its bank,whereby the bank repossessed the desired assets and resold them to our client – at a reduced price, and free of all liens. 

Long-Term Growth Projects
Tom was intimately involved in helping one of his second generation, family-owned business clients in the construction industry grow through numerous acquisitions over many years to become the largest business of its type in Michigan. This involved not only merger and acquisition work, which sometimes entailed complex tax, labor law and other issues, but also adjusting the company's structure, employee incentives and owner buy-sell arrangements to accommodate its larger size and scope.

Corporate Divorce
One of Tom's sub-specialties is working through shareholder disputes and handling "corporate divorces." He recently represented one of two partners in a rapidly growing business where the two owners had reached an impasse. A split-up was discussed, but eventually a negotiated resolution was worked out that pleased both owners. As a result, Tom was asked to represent the company with respect to certain employee benefit and acquisition matters. Meanwhile, the company continued its rapid growth. 

Corporate and Commercial Transactions
Tom has served as general counsel to numerous business and nonprofit corporations. He has represented for-profit and nonprofit corporations and their shareholders, directors, and members in a broad range of activities, including mergers and acquisitions, corporate formations and reorganizations, shareholder disputes, negotiation and drafting of corporate governing documents and shareholder agreements, partnership, limited partnership and limited liability company matters, licensing agreements, manufacturers representative and employment agreements, a broad range of other commercial contracts and transactions, real estate transactions, including conveyances, leases, easements, options, construction contracts and construction lien matters.

Health Law 
Tom has represented many physician practices as well as home health agencies, hospitals, ambulatory surgery centers, outpatient imaging centers, sleep centers and physical therapy providers in a broad range of health-related matters, including joint ventures. He has provided extensive advice and transactional planning regarding federal and state self-referral and anti-kickback restrictions and other fraud and abuse issues, corporate restructuring, Medicare compliance, certificate of need, sales and mergers of medical practices, formation of provider networks and various other integrated delivery system issues. Other areas of expertise include medical records issues, peer review and credentialing, national practitioner date bank, informed consent, advance directives, selective anti-trust matters, managed care contracts, employment contracts, hospital/physician contracts and a broad range of other contracts among health care providers.

Financial Institutions and Transactions 
Tom has represented banks and other lenders in hundreds of commercial and real estate loan documentation, negotiation, and workout transactions. Experience includes structuring transactions, drafting loan documents, complete sets of commercial lending forms, repossession and resale of collateral, ship mortgages, and other specialized statutes affecting various types of commercial loans, lender liability, letters of credit, perfection and priority of security interests in all types of real and personal property, participation agreements, and loan portfolio sales.

Honors

University of Michigan Law School, J.D., 1979, cum laude

Michigan State University, B.A., 1969, magna cum laude

Best Lawyers in America, Health Care Law 2010-present; Corporate Law 2013-present

Professional Activities

American Bar Association, Health Law Section; Corporation and Business Law Section

State Bar of Michigan since 1979, Corporation and Business Law Section; Health Law Section

Kalamazoo County Bar Association

American Health Lawyers Association

Civic, Cultural & Social Activities

Senior Services, Director

Publications

"Health Reform Amendment Raises Ambiguities for Stark Law Compliance," (Co-author Billee Lightvoet Ward), MD News West Michigan, May/June 2010

"A Hospital Wants to Buy Your Practice - What do you do?," MD News West Michigan, January/February 2010