Stephanie Wilhelm Email and Phone Number

• Advise the company’s and its subsidiaries’ and affiliates’ officers, directors, and executives on transactions, corporate governance, regulatory, and other legal matters • Serve as lead transactional/deal counsel for and advise the Corporate Development team and senior executives on acquisitions, divestures, joint ventures, mergers, and other transactions • Draft and negotiate transaction documents for joint ventures, asset/stock acquisitions and divestures, minority investments, mergers, and other transactions, including operating agreements, contribution agreements, purchase agreements, transition services agreements, merger agreements, and other transaction agreements • Coordinate and collaborate with internal and external experts on transaction documents and due diligence• Draft and prepare security filings for transactions, including Form Ds • Serve as lead counsel to the company’s Accountable Care Organizations and Clinically Integrated Networks • Serve on the company’s Research Approval Committee, which includes providing legal oversight for clinical research at all facilities and reviewing and negotiating clinical trial agreements • Oversee and manage outside counsel, including retaining outside counsel and reviewing invoices• Supervise junior attorneys, paralegals, and interns

• Serve as Interim Brigade Judge Advocate to the 261st Signal Brigade and advise the command on military justice, administrative, operational, contract, and fiscal law issues• Previously served as Defense Counsel for Soldiers, including by representing Soldiers before administrative separation boards and counseling Soldiers regarding other adverse administrative actions taken pursuant to Army regulations

• Advised healthcare providers, including healthcare systems, hospitals, long-term care facilities, physician practices, and home health companies, on federal, state, and local laws and regulations related to fraud and abuse, tax, nonprofit, licensure, reimbursement, clinical research, data privacy, and other issues • Served as lead associate on various transactions with certain deal values exceeding $400 million, including joint ventures, asset acquisitions, restructurings, and nonprofit affiliations• Negotiated and drafted asset purchase agreements, merger agreements, joint venture agreements, nonprofit affiliation agreements, professional services agreements, physician employment agreements, clinical research agreements, clinical education affiliation agreements, vendor agreements, and other agreements• Advised boards of directors on corporate governance and compliance issues• Negotiated and drafted physician agreements and commercial agreements, including professional services agreements, physician employment agreements, clinical research agreements, clinical education affiliation agreements, vendor agreements, and other agreements• Served as Interim Chief Compliance Officer of Bayhealth Medical Center during a secondment

• Represented clients in various transactions with certain deal values exceeding $100 million, including cross-border transactions for multinational companies• Drafted transaction documents, including asset purchase agreements, merger agreements, transition services agreements, intellectual property licensing agreements, ancillary agreements, and SEC filings• Provided general corporate law advice, including advice on corporate governance and fiduciary duties

• Researched and drafted legal memos on a various topics, including a memo regarding the unitary executive theory as applied to the areas of discovery, evidence, and privilege• Drafted summary of objections to Touhy subpoenas

• Reviewed contracts including modifications to leases with private organizations, proposed qualifications and job requirements in service contracts, and liability waivers for sponsored events• Drafted a legal opinion on authorized uses of money donated to NAF foundations through testamentary trusts• Recommended whether a business could operate on the military installation after researching Army Regulations

• Researched and drafted memorandums on the following topics: special committees, subject matter jurisdiction in the Court of Chancery, use of expert valuations in appraisal actions, & bifurcation and motions to stay in patent infringement cases

• Edited Professor Samuel Thompson’s books Mergers, Acquisitions and Tender Offers: Law and Strategies and The Obama-Romney Economic Debate: A Citizen’s Guide to the Issues for stylistic changes and provided suggestions for substantive changes• Researched recent cases on fiduciary duties to include in Professor Samuel Thompson’s book Business Planning for Mergers and Acquisitions and rearranged information on fiduciary duties into one chapter

• Compared professional liability and management liability insurance policies to each other analyzing the wording and coverage differences between carriers for client reports• Researched and examined information including competitor, specialty and revenue on over 1,500 clients and prospects creating a more efficient system for organizing data in a central location for the sales team• Drafted information for an internal website and updated marketing materials including ARSXpress

• Negotiated a pooled risk group policy for clients with under 15k premium for the National Special Risk Department by analyzing data in Excel as smaller premium bands and researching previously held policies• Benchmarked data comparing companies' health insurance plans to the markets, trended costs of future health policies, and created PowerPoint presentations for clients• Handled over 100 Early Retiree Reinsurance Program application requests from consultants across the U.S.

• Created an extensive database on the 26 counties in Ireland including economic situation and political leaders for Ambassador Dan Rooney's and other embassy officers' travels under a highly time-sensitive deadline• Delivered presentations and wrote daily reports on changes in investment and the economy by collecting, synthesizing and turning data into a user-friendly format • Coordinated events with Irish government leaders and provided support for high-level visitors

• Communicated with and resolved inquiries about annual SEC filings from executives at large corporations including McDonalds and outlined action steps for compliance with the 20 Accountability Standards• Researched and reviewed companies' fundraising activities and materials; Decreased the backlog of files