Management Services Organizations, Physician Practice Management and Private Equity

Physician practices are consolidating faster than at any point in memory. Independent groups are merging, joining management platforms, exploring ancillary revenue opportunities, or partnering with investors to gain scale, share back-office costs and compete for contracts.

Get the structure right  so that  physicians keep clinical control and maintain regulatory compliance. Get it wrong, and physicians can run headlong into corporate-practice-of-medicine restrictions, fee-splitting prohibitions, the Anti-Kickback Statute and Stark Law, and a growing list of state laws aimed squarely at private investment in medicine. We help you build it right the first time—and fix it if the ground has shifted since your deal closed.

How We Help

Structuring the MSO-PC Relationship
The management services organization (MSO) sits at the center of most arrangements that create a management platform, implement ancillary revenue opportunities, seek strategic partners, streamline operational costs, or create contracting advantages. And it is also where the legal complexity and the regulatory attention are concentrated.

The friendly-PC (professional corporation) or MSO model only works if the lines between the clinical entity and the management company are drawn carefully and respected in practice. We design and document MSO–PC structures—management services agreements, equity and ownership arrangements, succession and stock-transfer mechanics—that give the management partner real operational scope without crossing into control over clinical decisions. We also test the day-to-day implementation, because regulators increasingly look at how the parties actually behave, not just what the contract says.

Navigating Corporate Practice of Medicine
Corporate-practice rules vary widely from state to state, and several states have recently tightened them, restricting what management companies can control, limiting noncompete and nondisparagement terms, and in some cases, targeting private-equity and hedge-fund involvement directly. For groups operating in more than one state, that patchwork is a genuine compliance challenge. We map the rules in each state where you operate and structure arrangements that hold up across your footprint.

Transactions and Investment
Whether you are a physician group evaluating a partner, a management platform pursuing tuck-in acquisitions, or an investor building a platform from the ground up, we handle the deal from start to finish: structuring, diligence, purchase and contribution agreements, equity rollover, financing and post-closing integration. We flag the regulatory issues early before they become repricing events or closing conditions.

Transaction Notice and Regulatory Review
A growing number of states now require advance notice—and in some cases review—of health care transactions, and several have extended those requirements to reach MSOs, private equity groups and hedge funds. These filings can add substantial time to a deal and, if missed, create real exposure. We assess whether your transaction triggers a state filing, manage the notice and review process, and build realistic timing into the deal from the start.

Who We Help

Our practice management and MSO work spans the full range of participants in the consolidation market:

• Physician-owned practices and specialty groups
• Ambulatory surgery centers and outpatient platforms
• Management services organizations and practice management companies
• Dental and other professional service organizations
• Private equity sponsors and their portfolio companies
• Independent physicians evaluating ancillary revenue opportunities, partnership or sale
• Hospitals and health systems pursuing physician alignment
• Lenders and investors financing practice platforms

What Sets Us Apart

We represent every seat at the table. We counsel physician owners, independent groups, management companies and investors—so wherever you sit, you get advice from a team that understands what the other side wants and where the deal usually breaks.

We protect physician autonomy and business goals at the same time. The best structures let physicians keep control of medicine. We know how to draw that line so it satisfies regulators without hollowing out the commercial deal.

We watch the laws that are changing this space. State legislatures and attorneys general are actively reshaping the rules on practice ownership, management control and transaction review. We track those changes closely so your structure is built for where the law is heading, not just where it was when you signed.