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Sarah Ernst

Adjunct Professor


Sarah Ernst concentrates her practice on public and private company securities offerings, mergers and acquisitions, joint ventures, spinoffs, and corporate governance, with an emphasis in the health care sector.

Ernst represents public and private companies and underwriters in debt and equity offerings, including initial public offerings, resale and follow-on offerings, shelf registrations, 144A debt offerings and private equity offerings. She also represents public and private companies and private equity firms in mergers and asset acquisitions and dispositions. In addition, she regularly advises clients regarding SEC compliance and reporting obligations and corporate governance matters.

Ernst received her JD from the University of Oklahoma College of Law, where she was managing editor of the Oklahoma Law Review and a member of the Order of the Coif. Ernst received her BSFS, cum laude, from the Georgetown University School of Foreign Service. She also attended the US Naval Academy from 1997 until 1999.

Ernst has been named one of Law360’s “Top Attorneys Under 40” and is listed as a Rising Star by Super Lawyers

Representative Experience

  • Counsel to The Schumacher Group, a leading provider of outsourced emergency and hospital medicine clinical staffing and other healthcare advisory services, in a recapitalization with Onex Corporation.
  • Counsel to Halyard Health, Inc., in its $1.7 billion tax-free spinoff from Kimberly-Clark Corporation and high yield debt exchange offer.
  • Counsel to Harden Healthcare Holdings, Inc., a portfolio company of Capstar Partners and KKR, in a tax-free merger with Gentiva Health Services, Inc. (GTIV) valued at $410 million and related spinoff of Harden’s long-term care business to its shareholders.
  • Counsel to PSS World Medical in its $2.1 billion sale to McKesson Corporation and multiple 144A high yield debt and exchange offers.
  • Counsel to Adams Respiratory Therapeutics, the maker of Mucinex, in its IPO and several follow-on offerings, shelf registration and takedown, SEC compliance and reporting, corporate governance matters and eventual sale for $2.3 billion to Reckitt Benckiser.
  • Counsel to private equity firms in numerous complex acquisitions of health care service companies.
  • Counsel to a leading global investment bank in a number of public securities offerings by health care companies.
  • Counsel to specialty pharmacy, home health care, manufacturing and consumer goods companies in public offerings, SEC compliance and disclosure, and corporate governance matters.
  • Counsel to numerous private health care service providers and health care technology, consumer goods, and insurance and staffing companies in complex mergers, acquisitions, tender offers and equity restructurings.
  • Counsel to health care technology, supply and services companies in venture capital financings.


  • “Blaming Big Brother: Holding States Accountable for the Devastation of Terrorism,” 56 Oklahoma Law Review 735, 2003.


  • University of Oklahoma (JD, 2004)
  • Georgetown University (BSFS, 2001)

Admitted to Practice

  • Georgia


  • German