AI for M&A and private equity attorneys and deal teams

Who this is for

M&A and healthcare attorneys, private equity deal teams, corporate development staff, and integration leads buying or investing in treatment centers, mental health practices, and recovery businesses.

Your top challenges, and where AI can help

AI due diligence checklist

Use this as a starting request list. Adapt it to the deal, and have healthcare regulatory counsel own the review.

• Inventory. Every AI tool and AI feature in use: EHR, CRM, phone and call center, chat, scribe, billing, marketing. Who approved each and when.
• Data flows. For each tool: what data goes in, where it's stored, how long it's kept, whether it's used to train models, and which subcontractors touch it.
• BAAs. A signed BAA for every vendor that handles PHI, with subcontractor terms and return or destruction of data on termination. Compare against HHS's business associate guidance.
• Part 2 status and consent. Whether the target is a Part 2 program. Current consent forms, use of the single consent for treatment, payment, and health care operations, handling of SUD counseling notes, and redisclosure practices. See the HHS Part 2 fact sheet.
• Risk analysis. A current HIPAA risk analysis that covers the AI tools. See HHS's risk analysis guidance.
• Website tracking. Pixels and trackers on intake, scheduling, and chat pages, and any past remediation. See HHS's online tracking technologies guidance.
• AI calls and texts. Consent records for AI-voiced outbound calls and texts. The FCC confirmed in February 2024 that AI voices are artificial voices under the TCPA.
• Recording consent. Consent practices for ambient scribes and recorded sessions, by state. Illinois's Wellness and Oversight for Psychological Resources Act has specific rules for AI in therapy.
• Marketing and referral deals. Every lead-gen, call-center, and marketing contract, flagged for per-lead, per-call, or per-admission pay under 18 U.S.C. § 220. Ad certification status for Google ads.
• Marketing claims. Website and ad claims about outcomes, accreditation, and matching, given FTC enforcement in cases like the R360 case and the Evoke Wellness case.
• Documentation and coding. A sample audit of AI-assisted notes and claims, and who signs them.
• Patient-facing agents. Crisis routing tests and results. See the crisis phrase test suite.
• Decision support tools. Any AI that informs patient care decisions, reviewed under the Section 1557 rule at 45 CFR 92.210.
• Incidents. Breaches, complaints, or near misses involving AI tools, and how they were handled, including Part 2 breach notification.
• Governance and training. The AI policy, approval path, and staff training records, plus accreditation status and any AI governance shown to surveyors.

Three starter steps

1. Add the AI due diligence checklist to your standard behavioral health request list.
2. Ask for the AI tool inventory and vendor BAA tracker early, before the data room fills up.
3. Plan for day one after closing: which AI tools stop, which continue under your BAAs, and who owns the Part 2 consent process.

Risks and guardrails for this role

• PHI in diligence. Keep PHI out of the data room where possible. Use de-identified samples. See HHS's de-identification guidance.
• Confidential documents in AI tools. Use only review tools your firm has approved for confidential information, and confirm what the vendor retains.
• AI summaries miss things. An AI contract summary is a starting point. Attorneys read the BAAs, consents, and marketing contracts themselves.
• Part 2 after closing. Plan how records and consents carry over and who becomes responsible. See the HHS Part 2 fact sheet.
• EKRA. Referral-based marketing deals can be criminal exposure, not just a contract issue. See 18 U.S.C. § 220.

Every use case below keeps a person in charge of the decision. Agents gather, draft, sort, and remind. People approve.