Health Law Corporate Structure

Single Specialty and Multi-specialty Physician Organizations

Attorneys in the Practice Area have provided substantial representation to single specialty and multi-specialty physician organizations in all areas of practice business and professional legal need, including contracting, employment agreements, practice structuring, hospital relations, enforcement of restrictive covenants, and managed care. Representative projects include:

• Review and restructuring of governance documents and employment agreements for single specialty practice to accommodate transition of ownership.
• Counseling a large multi-specialty group practice with respect to wide-ranging matters, including hospital medical staff relations, PHO relations, managed care contracting, corporate restructuring, labor matters and enforcement of restrictive covenants (including arbitration proceedings).
• Negotiate Exclusive Services Agreement with Hospital on behalf of hospital-based single specialty physician group.
• Developing several single-specialty and multi-specialty IPAs.
• Audit of multi-specialty physician group compliance program with recommendations for modifications.
• Advising physician groups regarding development of “group practices without walls.”
• Sale of single specialty hospital-based practice to national service provider acceptable to Hospital. 

Corporate Restructuring, Network and Integrated Delivery System Development

Members of the Health Law Practice Area and the firm have extensive experience in structuring and restructuring health care entities, creating new relationships among health care entities, and resolving the numerous legal issues that arise in connection with corporate reorganizations, affiliations and network/integrated delivery systems development. Through representation of health care institutions, physician groups and medical societies, the Practice Area has acquired a unique perspective with respect to integration of hospital and physician interests. This combination of experience has allowed us to provide our clients with highly effective representation in health system restructuring, network formation and the formation and operation of hospital-physician relationships. Our activities include participation in strategy and planning meetings regarding the merits of restructuring and analysis of the relative advantages and disadvantages of various models from both legal and operational perspectives. Familiarity with pertinent legal and practical considerations allows us to propose a range of alternatives for clients, based in part on the experiences of other health care clients, when selecting and effectuating a revised structure.

In addition to our experience in counseling clients as to the advisability of various approaches to restructuring, members of the Practice Area have implemented diverse plans of reorganization. Members of the Practice Area have completed numerous such projects, including the following:

• Creating a regional health care delivery system, which includes two hospitals, a physician/hospital organization and for-profit subsidiaries.
• Restructuring the relationship between a large academic medical center and its medical facility practice plan.
• Advising a large multi-specialty group practice on various issues regarding its affiliation with a multi-hospital system.
• Serving as outside general counsel to a major provider network, through which affiliated subsidiary and joint venture entities have been formed.
• Restructuring a multi-hospital system to support a focus on senior citizen issues and delivery mechanisms. 

Home Health Care Organizations and Other Sub-acute Providers

The increasing reliance on home health care providers is driven by continuing concerns for health care costs and advances in medical technology and training. In addition, sub-acute providers are frequently sought as partners in the vertical integration of health care delivery systems. Our Health Law Practice Area has represented sub-acute providers in connection with general corporate issues, licensing, reimbursement, contracts with other providers, creation of infusion therapy subsidiaries and joint ventures. Frequently, difficult issues under fraud and abuse/antikickback rules must be addressed. Representative projects include:

• Development of a venture capital-based network of elder care providers, including subacute providers.
• Sale of Medicare and private duty home health care agencies to national home health care provider, negotiation of terms and subsequent enforcement of contract.
• Creation of hospital/home health care joint venture for purposes of managed care contracting and improving service to geographic area.

Managed Care

Members of the Practice Area have represented MCOs of every variety and size, including HMOs, insurance companies, preferred provider organizations (“PPOs”), and provider-sponsored or owned network organizations. Our broad experience in representing the diverse segments of the health care delivery field in connection with managed care issues enables the Practice Area to efficiently and creatively assist in the resolution of legal issues, development of appropriate structures, and maintenance of legal compliance.

Practice Area members have had significant extensive experience in structuring MCOs and in resolving the numerous issues surrounding the creation, implementation, and ongoing operation of these entities. Representative projects include:

• Forming licensed HMOs, including provider-sponsored organizations.
• Forming all types and sizes of provider networks, targeted commercial and/or Medicare/Medicaid markets.
• Counseling health care trade associations on managed care issues.
• Reviewing and negotiating managed care contracts on behalf of various clients, including a large multispecialty group practice and an academic medical center.
• Creating regional networks of physician/hospital providers under contract with various MCOs.
• Creating new MCOs as joint ventures between an existing MCO company and a regional provider system.
• Organizing primary care providers into an independent practice association to coordinate managed care contracting and facilitate risk assumption and management.
• Representing specialty providers in the creation of fully integrated entities capable of accepting full capitation and providing a network of service to MCOs. 

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