Medicine is a business as well as a vocation. If you are thinking of starting your own practice, merging with another entity or engaging in a joint venture, the work you do upfront is the most important. Practice mergers and formations are subject to laws unique to this industry: STARK, fraud and abuse regulations, the Anti-Kickback Statute, the Prohibition Against the Corporate Practice of Medicine, and the Texas Patient Solicitation Act all regulate the way you build your medical business.
Having an experience attorney handle your formation or merger will make sure that the transaction and agreements are fully compliant with all relevant regulations. We advise healthcare providers on how to structure their transactions in order to do two things: accomplish their goals and remain fully compliant with state and federal laws.
Hendershot, Cannon, Martin & Hisey is well-versed in the complex laws, regulations, and practical needs that medical professionals and entities of all sizes face when they start or make structural changes to their businesses. You must deal with corporate structure, licensing requirements, employment contracts, liability protection, insurance coverage, exit strategies, and preparations for unexpected events. This work is just as much a part of running a profitable, successful medical practice as the treatment and care of patients.
Over the course of 25+ years, we have helped hundreds of doctors, dentists, diagnostic facility owners, and other healthcare professionals meet their goals. We can help you with all the legal needs associated with your healthcare business transaction, including establishing practices, setting up joint ventures, and pursuing mergers and acquisitions.
The right preparation can set your business up for success. To get started, schedule an initial consultation with our firm. Call (713) 909-7323 or contact us online. We serve health-care providers throughout Texas.
The legal issues behind a healthcare practice are complex. Healthcare businesses contain typical issues-choice of entity, real estate transactions, employment contracts, shareholder and partnership agreements-as well as the vast array of healthcare regulatory matters and risk management.
While avoiding liability is a factor when any business chooses a structure, healthcare businesses have additional concerns. Healthcare entities must also be structured to protect doctors and other medical professionals from medical malpractice claims filed against one person in the entity, for example.
Additional liability issues may arise during a merger or acquisition. Liability issues can arise regarding potential recoupment with billing. Should your merger be a stock purchase or an asset purchase? A stock purchase may transfer liability. An asset purchase often provides more protection but does not always carry the same benefits. We can advise which is best for you.
Because of these additional complexities, new or changing health ventures require experienced, knowledgeable attorneys. In these situations, you can count on Hendershot, Cannon, Martin & Hisey. Combined, our team offers over 200 years of experience-which means we have the effective and proven solutions you need.
In many ways, setting up a medical practice with a partner is like entering a marriage. As the years go by, the perfect spouses who entered the marriage usually turn out to have a few flaws. Similarly, partners who establish a medical practice often find down the road that the professionals they work with have less-than-desirable traits. In addition, unexpected events happen-even perfect partners run into unexpected events such as death or disability as well as retirement.
It is far easier to prepare for unexpected events at the start of a venture. Our job is to make sure your practice and your livelihood are set up to handle issues down the road. We focus on establishing the rights and duties of stakeholders, how the company will be controlled, and exit strategies. What happens when an older partner is ready to retire while younger partners are ready to continue on? What if the business needs to force a partner out of the business? How should non-compete agreements be structured? We answer those questions for you.
We have earned an excellent reputation as one of Texas' preeminent law firms handling setups, mergers, and acquisitions of medical practices for healthcare professionals. Because of our knowledge and experience, other attorneys routinely refer their most complex healthcare matters to our firm.
Texas law prohibits the corporate practice of medicine. In practical terms, this doctrine states that physicians generally may not be employed by individuals without medical licenses or by business entities governed by laypeople.
While there are certain exceptions to this prohibition, such as being employed by a nonprofit corporation, this doctrine has far-reaching implications for how medical entities must be structured and governed. Failure to comply with this doctrine, especially in the context of starting a business, going through a merger or establishing a joint venture, can expose medical providers and entities to significant penalties, including fines and adverse actions against their medical licenses.
In addition to affecting healthcare compliance with Texas' prohibition on the corporate practice of medicine, the choice of entity sets the stage for how taxation and liability will be addressed throughout the life of the business.
Each type of business entity comes with its own advantages and drawbacks that must be carefully assessed based on the specific circumstances of each business's needs and goals.
The most common entities used in Texas include:
Selecting the proper entity is only the first step. You will need proper documents to ensure that you and your business are fully protected. A PLLC or PA needs a company agreement or regulations and member agreement that detail how the entity will deal with purchase and sales of interest, expelling members, tagalong and drag-along rights, and buyouts.
When we represent you in entity selection, we focus on the entity that is best for your current situation, but we also focus on the future. Creating effective agreements and documentation now gives you a clear road map for the future. By entrusting your needs to our firm, you gain the peace of mind that comes from knowing that you are using the right entity and that you are prepared to deal with future events.
Once a business entity is established or an acquisition is complete, there are many other solutions that must be put in place before a successful practice or medical business can begin to grow and thrive. As a comprehensive healthcare and business law firm, we have the resources and skilled personnel necessary to address all of these issues for our clients.
This includes matters involving:
An effective compliance program is not one-size-fits-all. To protect against regulatory violations, it must be specifically tailored to your practice to make sure it addresses your specific risk areas. It must be properly implemented, staff must be trained, and liabilities must be monitored. If your compliance program for your hospital or another entity detects a problem, you must take appropriate action to fix the issue, whether that's a refund, a voluntary disclosure or another action.
Physicians who own clinics, diagnostic labs, imaging centers, emergency medical centers and other types of medical practices can find themselves burdened by a wide range of economic factors. In many cases, financial pressures can lead to exploration of options such as bringing in outside investors who can infuse capital into the enterprise. Such joint ventures are subject to extensive state and federal regulations and may be affected by the terms of the business's operating agreement, partnership agreement or other applicable contracts.
Before you take the first step in forming a joint venture or expanding your investor base, let us answer your questions regarding:
Whether you worked with us during the setup of your venture or are coming to our firm for the first time, you will benefit from our understanding of all aspects of healthcare law and the comprehensive services that we provide.
Freestanding emergency centers (FECs) are popping up on many corners in communities throughout Texas. They can be separate and distinct from hospitals, and are generally equipped to diagnose and provide emergency treatment like hospital emergency departments. We advise and represent investors in all aspects of establishing FECs, from choice of entity and joint ventures to fraud and abuse regulations and the Stark Law.
Freestanding emergency centers may be able to take advantage of a new entity in Texas, the Series LLC. It allows investors to incorporate one entity, spin off other businesses from it, and retain limited liability in each of the businesses. We can advise whether a Series LLC or another entity is the most advantageous for you.
Ambulatory surgical centers (ASCs) focus on providing same-day services such as diagnostics, preventative care and surgical procedures. A growing number of physicians are investing in these centers, and they are being acquired by or merged with hospitals. We have represented numerous ambulatory service centers in establishment, mergers, acquisitions and other business transactions. In addition, we have represented hospitals in the sales and acquisition of ASCs, and have advised on regulatory compliance through these matters.
We have extensive experience in all areas of health law relating to collections problems and insurance reimbursement encountered by FECs and ASCs, including:
Call Hendershot, Cannon, Martin & Hisey today to arrange a consultation with a Houston medical law attorney. We serve medical providers and healthcare entities throughout Texas.