SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 September 7, 2021

By E-Mail

Andrew M. Freedman , Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, NY 10019

Re: NextGen Healthcare, Inc.
Revised Preliminary Proxy Statement filed by Sheldon Razin, Lance E.
 Rosenzweig, Kenneth H. Fearn, Jr., and Ruby Sharma
Filed on September 2, 2021
File No. 001 -12537

Dear Mr . Freedman :

We have limited our review of the filing to those issues we have addressed in our
comments.  In some of our comments, we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to this letter by amending your filing s, by providing the requested
information, or by advising us when you will provide th e requested response. If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.

After reviewing any amendment to your filing s and the information you provid e in
response to th is comment , we may have additional comments.

Revised Preliminary Proxy Statement
1. Please fill in the blanks in your document .

Cover Letter
2. You must avoid issuing statements that directly or indirectly impugn the character,
integrity or personal reputation or make charges of illegal, improper or immoral conduct
without factual foundation.  Please provide a factual foundation for your disclosur e in the
last sentence of the fifth paragraph of this cover letter .  In this regard, note that the factual
foundation for such assertion must be reasonable.  Refer to Rule 14a -9.

Andrew M. Freedman , Esq.
Olshan Frome Wolosky LLP
September 7, 2021
Page 2

 3. Refer to your disclosure that the election of Mr. Raz in and Mr. Rosenzweig would not  be
counted towards a change of control. Please tell us, with a view toward revised disclosure,
the basis for this statement.
4. Please revise the second page of this letter to provide a reference to the quoted language
attributed to the c ompany.
5. We note your disclosure in the last paragraph on page ii that the board will fill nine
vacancies at the annual meeting rather than “hold a true election of directors.” Please
provide us with your legal analysis for the statement. It appears, in f act, that the board will
be composed of the nine nominees that receive the highest number of votes at the annual
meeting.

Cover Page
6. Refer to the paragraph following the list of proposals. With a view toward revised
disclosure, please tell us what U.S. federal securities laws you believe the company is
violating in conducting the annual meeting and the reincorporation proposal.

Background of the Solicitation, page 2
7. Revise this section to describe the contents of the company’s letters to you such that
security holders are able to assess the company’s response to your well -described letters
to the company.

Reasons for the Solicitation, page 3
8. Each statement or assertion of opinion or belief must be clearly characterized as such,
and a reasonable factual basis must exist for each such opinion or belief. Support for
opinions or beliefs should be self -evident, disclosed in the proxy statement or provided to
the staff on a supplemental basis. Provide support for the statement s that Mr. Margolis is
an “imperial” chairman, that he has “established an anti -shareholder culture that is
exacerbating corporate dysfunction…and stifling organic growth.”
9. Revise the first paragraph on page 4 to clarify that Mr. Rosenzweig has less than a third
of the number of shares held by Mr. Margolis.
10. Revise the last paragraph of page 4 to clarify whether the compensation paid to Mr.
Frantz in connection with his separation was part of his then -existing compensation
agreements and whether it had been approved by the board or its compensation
committee.
11. Revise the first paragraph on page 5 to clarify that the company currently has no debt on
its balance sheet as filed in its most recent quarterly report on Form 10 -Q and revise the
related disclosure as necessary.

Andrew M. Freedman , Esq.
Olshan Frome Wolosky LLP
September 7, 2021
Page 3

Form o f Proxy Card
12. Please include information about the conditioning of proposals on each other.
13. We note that proposals 6A and 6B are mutually exclusive and that if security holders vote
on proposal  6A they will be able to only check a box. On the other hand, if security
holders vote on proposal 6B, they will have the ability to cumulate votes. Please revise
the form of proxy card to present proposals 6A and 6B separately and provide
instructions, in  connection with proposal 6B, to allow security holders to indicate if they
will cumulate their votes and how to document such cumulating in the card.
14. Please tell us what consideration you have given to distributing two separate proxy cards,
one for the California company and one for the Delaware company.
15. Please revise the proxy card to pro vide security holders the opportunity  to withhold
authority with respect to any other registrant nominee by writing the name of that
nominee on the form of proxy . See  Rule 14a -4(d)(4)(iii).

We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff .

Please direct any questions to me at (202 ) 551 -3619.

        Sincerely,

        /s/ Daniel F. Duchovny
        Daniel F. Duchovny
        Special Counsel
        Office of Mergers and Acquisitions