Aaron J. Besen

Partner, Health Care Group Chair

1000 SW Broadway, Suite 1400
Portland, Oregon 97205

503.227.1111 Main
503.972.4253 Direct

Assistant: Lindsey A. Marquez: 503.243.1661 x 279

Practice Areas
Overview
Aaron Besen has extensive experience representing long-term care providers (skilled nursing, assisted living, independent living facilities), landlords, and management companies to these providers and related businesses. For eight years he served as Vice President and General Counsel of Evergreen Healthcare Management, L.L.C. (now a subsidiary of EmpRes Healthcare Group, Inc.) and its affiliated companies which managed or operated over 60 skilled nursing and assisted living facilities in eight western states, including Washington, Oregon, California, Nevada and Montana. He has handled the acquisition and sale of operations or real estate of over 200 long-term care facilities. He has been borrower's counsel with regard to accounts receivable, real estate, HUD, and Fannie Mae loans.  He has represented purchasers in long term care acquisitions out of bankruptcies and receiverships and has represented management companies and operators in the negotiation of management agreements.

Aaron has also been involved in numerous health care regulatory, licensure and certification issues, including the Stark Law, the Anti-Kickback Law and the False Claims Act.

During his tenure at Evergreen, Aaron managed the company's general, professional and employment litigation and he counsels companies on risk management strategies and on insurance issues, including captive programs.

Aaron has represented CEOs and other senior executives in the long-term care industry in negotiating employment agreements. He is also familiar with issues unique to business owners sued under alter ego theories and has successfully defended such cases in the long-term care industry.

Prior to becoming General Counsel for Evergreen, Aaron had a general business practice where he represented corporations, limited liability companies, and partnerships in entity formation and maintenance matters, the purchase and sale of businesses, finance transactions and real property matters.

Aaron also represents tax-exempt entities with regard to taxation, governance and general business issues.

Education
Duke University School of Law - J.D., 1985
Columbia University - M.A., 1981
Colgate University - B.A., magna cum laude, 1980
Admitted to Practice
Oregon State Bar
Washington State Bar
U.S. Tax Court
Representative Cases
ESOP Transaction
We represented EmpRes Healthcare Group, Inc., and its affiliates, with the sale by the shareholder of 100% of the stock in the company to an Employee Group Stock Ownership Trust. This transaction involved one of the first 100% ESOPs in the long-term care field.
$65 Million Sale of Four Senior Housing Campuses
We represented the owners of four Oregon assisted and independent living campuses managed by Grayco, LLC in the sale of those campuses to Spring Living, a McMinnville-based senior housing operator.  The facilities are located in Lake Oswego, Sherwood, Wilsonville, and the Dalles. 
Health Share of Oregon Coordinated Care Organization (CCO)
We represented Multnomah County with respect to the formation of the Tri-County Coordinated Care Organization. 
Lead Counsel on Complex $315M Senior Housing and 1031 Tax-Deferred Exchange Transaction
We served as lead counsel on sale and acquisition transactions totaling $315 million for a client operating assisted living, memory care and independent care campuses in Washington, Oregon and California.  These complex transactions involved sales to a publicly-traded REIT and acquisition of 11 single-tenant, triple net lease properties, and required expertise concerning licensed senior housing facilities and 1031 tax-deferred exchanges.  The triple net lease replacement properties were medical, industrial and retail properties located in Texas, South Carolina, Virginia, Colorado, Illinois and Arizona.  This was a high-level, complex transaction because of the relationship between the health care sales and the tax-deferred exchange acquisitions. 
Sussman Shank Prevails in Lease Guaranty Arbitration
Our attorneys David VanSpeybroeck and Chris Burdett successfully defended a lease guaranty claim brought against Terri Waldroff by the landlords including Security and Investment Company of Lake Oswego, LLC.  Waldroff was a minority member of the tenant of an assisted living facility in LaConner, Washington, and was sued by the landlords for amounts allegedly owed under the lease.  Sussman Shank successfully argued that the landlords modified the risk under the guaranty which extinguished the guaranty.  The arbitrator also awarded Waldroff her attorney fees.  The arbitration award may not be appealed.  Sussman Shank Partner Aaron Besen also assisted with his knowledge of the long term care industry and review of the commercial documentation. 
Multi-facility Sublease Transaction
Represented the sublessor in the sublease and transfer of operations of five skilled nursing facilities and one assisted living facility in Arizona.
Multi-facility Sale and Leaseback Transaction
Represented the seller/lessee in a sale leaseback transaction of 10 skilled nursing facilities in Washington, Oregon, California, and Nevada.
Line of Credit Facility
We represented an affiliated group of borrowers in a $25 million line of credit facility primarily secured by accounts receivable.
Multi-facility Sale Transaction
Represented the seller/lessor in transfer of operations and lease of a campus with a skilled nursing facility and seven residential care facilities in California. 
Purchase Transaction
Represented the buyer in the acquisition of a management company that had management agreements with four skilled nursing facilities in California.
Honors
2015, 2016 Best Lawyers® in America - Health Care
2013, 2015 Oregon Super Lawyers®
Preeminent AV® rated by Martindale Hubbell

Best Lawyers Award Badge
Professional Organizations
American Health Lawyers Association
Oregon Healthcare Association
Washington Healthcare Association
Civic Organizations
Director, Oregon Health Care Foundation
Congregation Havurah Shalom (Finance Committee)
Crowne Point Homeowners Association (Director and Secretary)
Publications
Co-Author; Health Law In Oregon, "Long Term Care Facilities", Oregon State Bar Legal Publication (2012)
Articles
Speaking Engagements
  • "How to Get What You Need from Outside Counsel", Association of Corporate Counsel, Oregon Chapter (2012)
  • "Admission Agreements", Washington Health Care Association Annual Convention & Exhibition (2010)
  • In his capacity as General Counsel of Evergreen Healthcare, Aaron Besen frequently addressed nursing home administrators and directors of nursing regarding risk management issues and as both General Counsel and later as outside counsel, Aaron Besen has annually addressed the company's panel defense counsel at meetings held in conjunction with the Defense Resource Institute Nursing Home and Asssisted Living Facility Litigation Seminars.
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      Practice Areas
      Education
      Duke University School of Law - J.D., 1985
      Columbia University - M.A., 1981
      Colgate University - B.A., magna cum laude, 1980
      Admitted to Practice
      Oregon State Bar
      Washington State Bar
      U.S. Tax Court
      Honors
      2015, 2016 Best Lawyers® in America - Health Care
      2013, 2015 Oregon Super Lawyers®
      Preeminent AV® rated by Martindale Hubbell

      Best Lawyers Award Badge

      Aaron J. Besen

      Partner, Health Care Group Chair


      1000 SW Broadway, Suite 1400
      Portland, Oregon 97205

      503.227.1111 Main
      503.972.4253 Direct

      Assistant: Lindsey A. Marquez: 503.243.1661 x 279
      download vCard printer friendly version
      Aaron Besen has extensive experience representing long-term care providers (skilled nursing, assisted living, independent living facilities), landlords, and management companies to these providers and related businesses. For eight years he served as Vice President and General Counsel of Evergreen Healthcare Management, L.L.C. (now a subsidiary of EmpRes Healthcare Group, Inc.) and its affiliated companies which managed or operated over 60 skilled nursing and assisted living facilities in eight western states, including Washington, Oregon, California, Nevada and Montana. He has handled the acquisition and sale of operations or real estate of over 200 long-term care facilities. He has been borrower's counsel with regard to accounts receivable, real estate, HUD, and Fannie Mae loans.  He has represented purchasers in long term care acquisitions out of bankruptcies and receiverships and has represented management companies and operators in the negotiation of management agreements.

      Aaron has also been involved in numerous health care regulatory, licensure and certification issues, including the Stark Law, the Anti-Kickback Law and the False Claims Act.

      During his tenure at Evergreen, Aaron managed the company's general, professional and employment litigation and he counsels companies on risk management strategies and on insurance issues, including captive programs.

      Aaron has represented CEOs and other senior executives in the long-term care industry in negotiating employment agreements. He is also familiar with issues unique to business owners sued under alter ego theories and has successfully defended such cases in the long-term care industry.

      Prior to becoming General Counsel for Evergreen, Aaron had a general business practice where he represented corporations, limited liability companies, and partnerships in entity formation and maintenance matters, the purchase and sale of businesses, finance transactions and real property matters.

      Aaron also represents tax-exempt entities with regard to taxation, governance and general business issues.

      Publications
      Co-Author; Health Law In Oregon, "Long Term Care Facilities", Oregon State Bar Legal Publication (2012)
      Articles
      Representative Cases
      ESOP Transaction
      We represented EmpRes Healthcare Group, Inc., and its affiliates, with the sale by the shareholder of 100% of the stock in the company to an Employee Group Stock Ownership Trust. This transaction involved one of the first 100% ESOPs in the long-term care field.
      $65 Million Sale of Four Senior Housing Campuses
      We represented the owners of four Oregon assisted and independent living campuses managed by Grayco, LLC in the sale of those campuses to Spring Living, a McMinnville-based senior housing operator.  The facilities are located in Lake Oswego, Sherwood, Wilsonville, and the Dalles. 
      Health Share of Oregon Coordinated Care Organization (CCO)
      We represented Multnomah County with respect to the formation of the Tri-County Coordinated Care Organization. 
      Lead Counsel on Complex $315M Senior Housing and 1031 Tax-Deferred Exchange Transaction
      We served as lead counsel on sale and acquisition transactions totaling $315 million for a client operating assisted living, memory care and independent care campuses in Washington, Oregon and California.  These complex transactions involved sales to a publicly-traded REIT and acquisition of 11 single-tenant, triple net lease properties, and required expertise concerning licensed senior housing facilities and 1031 tax-deferred exchanges.  The triple net lease replacement properties were medical, industrial and retail properties located in Texas, South Carolina, Virginia, Colorado, Illinois and Arizona.  This was a high-level, complex transaction because of the relationship between the health care sales and the tax-deferred exchange acquisitions. 
      Sussman Shank Prevails in Lease Guaranty Arbitration
      Our attorneys David VanSpeybroeck and Chris Burdett successfully defended a lease guaranty claim brought against Terri Waldroff by the landlords including Security and Investment Company of Lake Oswego, LLC.  Waldroff was a minority member of the tenant of an assisted living facility in LaConner, Washington, and was sued by the landlords for amounts allegedly owed under the lease.  Sussman Shank successfully argued that the landlords modified the risk under the guaranty which extinguished the guaranty.  The arbitrator also awarded Waldroff her attorney fees.  The arbitration award may not be appealed.  Sussman Shank Partner Aaron Besen also assisted with his knowledge of the long term care industry and review of the commercial documentation. 
      Multi-facility Sublease Transaction
      Represented the sublessor in the sublease and transfer of operations of five skilled nursing facilities and one assisted living facility in Arizona.
      Multi-facility Sale and Leaseback Transaction
      Represented the seller/lessee in a sale leaseback transaction of 10 skilled nursing facilities in Washington, Oregon, California, and Nevada.
      Line of Credit Facility
      We represented an affiliated group of borrowers in a $25 million line of credit facility primarily secured by accounts receivable.
      Multi-facility Sale Transaction
      Represented the seller/lessor in transfer of operations and lease of a campus with a skilled nursing facility and seven residential care facilities in California. 
      Purchase Transaction
      Represented the buyer in the acquisition of a management company that had management agreements with four skilled nursing facilities in California.
      Speaking Engagements
    • "How to Get What You Need from Outside Counsel", Association of Corporate Counsel, Oregon Chapter (2012)
    • "Admission Agreements", Washington Health Care Association Annual Convention & Exhibition (2010)
    • In his capacity as General Counsel of Evergreen Healthcare, Aaron Besen frequently addressed nursing home administrators and directors of nursing regarding risk management issues and as both General Counsel and later as outside counsel, Aaron Besen has annually addressed the company's panel defense counsel at meetings held in conjunction with the Defense Resource Institute Nursing Home and Asssisted Living Facility Litigation Seminars.
      • Professional Organizations
        American Health Lawyers Association
        Oregon Healthcare Association
        Washington Healthcare Association
        Civic Organizations
        Director, Oregon Health Care Foundation
        Congregation Havurah Shalom (Finance Committee)
        Crowne Point Homeowners Association (Director and Secretary)