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CORRESP
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CORRESP

 [WLRK Letterhead]

September 8, 2021

 Office of Mergers &
Acquisitions

 Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549-7010

 Attention: Mr. Dan Duchovny

Re:
 NextGen Healthcare, Inc.

Revised Preliminary Proxy Statement (Amendment No. 1)

Filed August 31, 2021

 File No. 001-12537

 Dear Mr. Duchovny:

On behalf of our client, NextGen Healthcare, Inc. (the “Company”), we are responding to the comments of the staff of the
Securities and Exchange Commission (the “Staff”) set forth in the Staff’s letter, dated September 7, 2021 (the “Comment Letter”), with respect to Amendment No. 1 (“Amendment
No. 1”) to the Company’s Preliminary Proxy Statement on Schedule 14A (the “Preliminary Proxy Statement”). For the convenience of the Staff, each of the Staff’s comments is included in bold and
is followed by the corresponding response of the Company. Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company.

After the delivery of this response letter, we intend to reach out to the Staff before the Company files its Definitive Proxy Statement on
Schedule 14A (the “Definitive Proxy Statement”). The revisions that the Company intends to make in the Definitive Proxy Statement in response to the comments of the Staff in the Comment Letter are excerpted and enclosed with this
letter. Capitalized terms used but not otherwise defined shall have the meanings assigned to such terms in Amendment No. 1.

 Amendment
No. 1 to Preliminary Proxy Statement on Schedule 14A

1.
 Please fill in the blanks in your document.

Response: The Company respectfully advises the Staff that it will revise the disclosure throughout the Definitive Proxy Statement in
response to the Staff’s comment.

2.
 We note in the Notice page that cumulative voting will apply to proposal 6B “[i]f timely and properly
invoked in accordance with California law and the Company’s bylaws…” With a view toward added disclosure, please explain to us what this language means, including who would invoke cumulative voting and the means by which
they would do so “timely and properly.”

 Securities and Exchange Commission

September 8, 2021

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 2

 Response: The Company respectfully advises the Staff that pursuant to Section 708
of the California Corporations Code and the Company’s Second Amended and Restated Bylaws, in order for cumulative voting to be timely and properly invoked by a shareholder at the Annual Meeting, the following must occur: (i) the
candidates’ names for which votes are to be cumulated for must be placed in nomination prior to the voting, and (ii) the shareholder must give notice at the Annual Meeting prior to the voting of the shareholder’s intention to cumulate
its votes. In addition, if any one shareholder has given such notice, all of the Company’s shareholders may cumulate their votes for candidates in nomination. A holder of record who wishes to invoke cumulative voting must submit a proxy card by
mail, check the box indicating the exercise of cumulative voting and hand mark the number of votes such holder wishes to allocate to each particular nominee next to the name of such nominee on the proxy card.

The Company intends to revise the disclosure in the Definitive Proxy Statement to explain how cumulative voting will be “timely and
properly” invoked in accordance with California law and the Company’s bylaws. Please see Exhibit A to this letter for the Company’s proposed revisions to such disclosure.

3.
 Please describe in an appropriate place in your proxy statement the mechanics of the reincorporation, which
appears may take place while the meeting is proceeding, the mechanics of providing notice of the meeting under Delaware law and the mechanics of tabulating votes under two different scenarios. Also, please describe your plans in the event the
necessary steps to reincorporate the company in Delaware are delayed or otherwise prevented from happening.”

Response: The Company respectfully advises the Staff that it intends to revise the disclosure in the Definitive Proxy Statement in
response to the Staff’s comment. Please see Exhibit A to this letter for the Company’s proposed revisions to such disclosure.

4.
 Please tell us supplementally, with a view toward possible disclosure, whether the nomination notice
submitted by the dissident slate will be deemed to have been properly made in accordance with Delaware law and the Delaware company’s organizational documents.

Response: The Company respectfully advises the staff that the provisions of the certificate of incorporation of NextGen Delaware (the
“NextGen Delaware Charter”) and the bylaws of NextGen Delaware (the “NextGen Delaware Bylaws”) governing nominations by stockholders of one or more persons for election as directors will not apply to the
constitution of the board of directors of NextGen Delaware (the “NextGen Delaware Board”) in connection with the Reincorporation. Instead, promptly after the Reincorporation, the sole director of NextGen Delaware will
(i) increase the size of the NextGen Delaware Board to nine

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September 8, 2021

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directors pursuant to Section 141(b) of the General Corporation Law of the State of Delaware (the “DGCL”) and the corresponding provisions of the NextGen Delaware Charter,
resign as a director (effective upon the appointment of his successor). and (ii) appoint to the vacancies those nine nominees who will have received the most votes represented by the proxies and ballots received at the Annual Meeting, pursuant
to the provisions of Section 223 of the DGCL and the corresponding provisions of the NextGen Delaware Charter providing that vacancies and newly created directorships may be filled by a majority of the directors then in office, or a sole
remaining director (including the provisions specifying that when one or more directors shall resign from the board effective at a future date, as will be the case with the sole director of NextGen Delaware effecting the appointments, a majority of
the directors then in office, including those who have so resigned, will have the power to fill the vacancy or vacancies, the vote thereon to take effect when such resignations or resignations shall become effective).

As the appointments of directors of NextGen Delaware in connection with the Reincorporation will be effected through the filling of vacancies
by a director (with the director filling the vacancies committing to appoint only those persons who have received a plurality of the votes), as opposed to the election of directors at a meeting of NextGen Delaware stockholders, the nomination notice
submitted by the dissident slate is not required to have been properly made in accordance with Delaware law and NextGen Delaware’s organizational
documents.

 Outstanding Shares and Voting Rights,
page 2

5.
 We note that the bullet points in the middle of this page describe a number of events that would take place
upon the approval of proposals 1 and 2C. With a view toward revised disclosure, please describe the effect of proposals 2A-B and 2D-G being approved or disapproved. We
note some disclosure that appears to be related to this issue under the caption “Vote Required” at the bottom of page 14.

Response: The Company respectfully advises the Staff that if any of proposals 2A-B and 2D-G are not approved by the Company’s shareholders at the Annual Meeting, such provisions will not be included in the amended and restated organizational documents of NextGen Delaware in connection with the
Reincorporation. However, the failure of any of proposals 2A-B or 2D-G to be approved by the Company’s shareholders at the Annual Meeting will not prevent the
implementation of the Reincorporation and the elimination of cumulative voting if proposals 1 and 2C are approved by the Company’s shareholders at the Annual Meeting.

The Company respectfully advises the Staff that it intends to revise the disclosure in the Definitive Proxy Statement in response to the
Staff’s comment. Please see Exhibit A to this letter for the Company’s proposed revisions to such disclosure.

 Securities and Exchange Commission

September 8, 2021

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 Reincorporation of the Company, page 6

6.
 We note that in the eighth bullet point under the caption “Summary” you refer to the bylaws being
“consistent with Delaware law” in setting the vote required for the election of directors. Please tell us, with a view toward revised disclosure, whether this reference is to a section of the DGCL or is solely accepted practice for
Delaware corporations.

 Response: The Company respectfully advises the Staff that it intends to revise the
disclosure in the Definitive Proxy Statement in response to the Staff’s comment, to clarify that the election of directors in uncontested director elections by a majority of votes cast, and in contested director elections by a plurality of the
votes cast, is consistent with the empowering provisions of Section 216 of the DGCL, which permits a voting standard other than a plurality of the votes cast in the election of directors as specified in the company’s certificate of
incorporation or bylaws. Please see Exhibit A to this letter for the Company’s proposed revisions to such disclosure.

 Election of
Directors, page 78

7.
 Please describe the business experience of each of your nominees for the past five years. We note, for
example, that the disclosure for Dr. Puryear does not specify when she served in the various roles listed.

Response: The Company respectfully advises the Staff that it intends to revise the disclosure in the Definitive Proxy Statement in
response to the Staff’s comment. Please see Exhibit A to this letter for the Company’s proposed revisions to such disclosure.

Background of the Solicitation, page 81

8.
 We note that the dissidents have reduced the size of their slate of nominees. We also note your reference in
this section to the dissidents’ attempt to “seek control.” Please update your disclosure here and, as necessary, throughout the proxy statement.

Response: The Company respectfully advises the Staff that the dissidents initially submitted their notice of nomination on
August 19, 2021 seeking to elect six out of nine directors on the Board, and only revised their disclosure to reduce the size of their slate of nominees to four directors on September 2, 2021. It is the Company’s view that
(i) the Company’s existing disclosure remains accurate since their initial intent was to seek control, and (ii) even if they are now seeking to replace a numerical minority of the

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Board, the dissidents are still seeking de facto control as assuming all their nominees are elected, the Board would consist of the first and fourth longest-tenured incumbent directors
(Messrs. Razin and Rosenzweig), and six completely new directors, two of which would be their nominees.

 Nevertheless, the Company intends
to revise the disclosure in the Definitive Proxy Statement to note that the dissidents have since revised their disclosure to reduce the size of their slate of nominees. Please see Exhibit A to this letter for the Company’s proposed
revisions to such disclosure.

9.
 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 disclosure that Mr. Razin, Mr. Rosenzweig and the dissident nominees
“delinquently” filed a Schedule 13D on August 25, 2021. In this regard, note that the factual foundation for such assertion must be reasonable. Refer to Rule 14a-9.

 Response: The Company intends to revise the disclosure in the Definitive Proxy Statement to provide the factual
foundation for Messrs. Razin’s and Rosenzweig’s untimely filing of their Schedule 13D on August 25, 2021. Please see Exhibit A to this letter for the Company’s proposed revisions to such disclosure.

Form of Proxy Card

10.
 Please include information about the conditioning of proposals on each other.

Response: The Company respectfully advises the Staff that it intends to revise the form of proxy card attached to the Definitive Proxy
Statement in response to the Staff’s comment. Please see Exhibit B to this letter for the proposed revised form of proxy card.

11.
 We note that proposals 6A and 6B are mutually exclusive and that if security holders vote on proposals 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.

Response: The Company respectfully advises the Staff that it intends to revise the form of proxy card attached to the Definitive Proxy
Statement in response to the Staff’s comment. Please see Exhibit B to this letter for the proposed revised form of proxy card.

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September 8, 2021

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12.
 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.

 Response: The Company respectfully advises the Staff
that as stated in its response to Comment #4 above, since the appointments of NextGen Delaware directors will be effected through the filling of vacancies by the sole director of NextGen Delaware in accordance with the outcome on proposal #6A as
determined by the proxies and ballots received at the Annual Meeting, as opposed to the election of directors at a meeting of NextGen Delaware stockholders, no proxies or votes of the stockholders of NextGen Delaware are being solicited by NextGen
Delaware and a separate proxy card with respect to NextGen Delaware is not required.

*        *         *

If you would like to discuss any of the responses to the Staff’s comments or if you would like to discuss any other matters, please
contact David A. Katz or Gordon S. Moodie of Wachtell, Lipton, Rosen & Katz at (212) 403-1000.

 Securities and Exchange Commission

September 8, 2021

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Sincerely,

 /s/ David A. Katz

cc:
 Jeffrey D. Linton, NextGen Healthcare, Inc.

Gordon S. Moodie, Wachtell, Lipton, Rosen & Katz

 Securities and Exchange Commission

September 8, 2021

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 Exhibit A

Comment #2: Proposed Revised Disclosure

“Pursuant to our Bylaws and California law, in order for cumulative voting to be timely and properly invoked by a shareholder at the annual meeting, the
following must occur: (i) the candidates’ names for which votes are to be cumulated for must be placed in nomination prior to the voting, and (ii) the shareholder must give notice at the annual meeting prior to the voting of the
shareholder’s intention to cumulate its votes. A holder of record who wishes to invoke cumulative voting must submit a proxy card by mail, check the box indicating the exercise of cumulative voting and hand mark the number of votes such holder
wishes to allocate to each particular nominee next to the name of such nominee on the enclosed proxy card.”

 Comment #3: Proposed Revised
Disclosure

 “If Proposals 1 and 2C are approved by shareholders at the annual meeting, the Company intends to cause NextGen Delaware to file
the Amended and Restated Certificate of Incorporation of NextGen Delaware and the certificate of merger to effect the Reincorporation with the Secretary of State of the State of Delaware (the “Delaware Secretary”) on a “global
filing” basis. Using this procedure, such instruments will be submitted to the Delaware Secretary twenty-f