Little Health Law is a Georgia-based, highly specialized boutique firm devoted exclusively to helping healthcare providers. In our health law practice, we assist healthcare providers with many types of contracts and transactions, some examples noted below, to facilitate their ability to deliver exceptional healthcare. As a mission for our firm, we strive to have a Big Impact on healthcare providers to enable their delivery of exceptional healthcare services. Our firm is AV-Rated by Martindale Hubbell. We have offices in Atlanta and Augusta, Georgia, with a multi-jurisdictional practice that services our customers in many matters throughout the United States. Little Health Law aspires to provide world class customer service to health care providers. We are available to discuss with you your business or professional needs in contracts and transactions.
Medical Practice Lawyers Based in Georgia
In the ever-evolving world of healthcare, more than ever there are many opportunities for physicians and healthcare business owners to create effective and rewarding ways to deliver healthcare. But unlike non-healthcare industries, healthcare providers face daunting regulatory hurdles in many transactions and contracts. Our firm has broad bandwidth in handling contracts and transactional matters for medical practices and physicians, both as to medical practice specialties in which we have lent a hand and the types of contracts and transactions we have facilitated. There is little we have not seen. We assist many medical practices and physicians with healthcare contracts and transactions, including the following:
– Individual Physicians and Surgeons
– Physician Groups
– Physician Associations
– Pain Medicine and Intervention
– Nephrologists
– Ophthalmologists
– Dentists
– Radiologists
– Obstetricians and Gynecologists
– Oncologists
– Cardiologists
– Gastroenterologists
– Endocrinologists
– Podiatrists
– Rheumatologists
– Dermatologists
– Internists
– Neurologists
– Urologists
– Pathologists
– Pediatricians
– Chiropractors
– Nurse Practitioners
– Therapists
– Mental Health Professionals
Little Health Law often assists medical practices and physicians with both complex and simple transactions and contract matters, including the following examples: medical practice formation/ownership and agreements, including operating agreements, shareholder agreements, bylaws, buy/sell agreements; purchase and sale agreements; acquisitions and healthcare joint ventures; contracts for dissolving co-ownership medical practice; direct contracts with patients of concierge medical practices; non-physician ownership of a healthcare business; contracts to resolve disputes among medical practice owners; physician employment contracts; medical director agreements; MSO formation agreements; administrative services agreements; membership interest purchase agreements; medical director agreements; collaborating physician agreements, nurse protocol agreements; and a variety of similar or ancillary agreements to facilitate many of the foregoing examples.
Georgia Physician Contract Law Firm
A reality for virtually every physician career is signing a lot of written contracts. Of course, the same is true for medical practices and other healthcare businesses. By way of example, physicians will sign employment agreements, medical practice ownership buy-in documents, third party payor agreements, and joint venture agreements. Medical practices will sign many contracts with employees, vendors, third party payors, landlords, EMR services companies, consultants, and the like. A good best-practices approach to the contracting process will help mitigate the risks inherent in signing any contract. That approach should include, among other risk mitigation steps:
- Know who you are marrying.
The most important ingredient to a successful contractual relationship is that you enter it with a good party. A good contract with a bad party is always a bad deal. Know who you are doing business with, as much as possible. If you do not like the party you are contracting with, be cautious in proceeding. - Read the contract. Carefully.
In our Georgia health law firm, we see that not everyone has the stomach to carefully winnow through legal contracts. It is important to do so, however. That is true even if you are relying on a lawyer to assist you. Whatever contract is signed, it should be read and understood before signing it. Even if as a nonlawyer you cannot fully anticipate all ramifications of the legalese, you should have a basic grasp of the contract before signing. - Get a lawyer.
It is essential to have a healthcare lawyer assist with any contract. Going to the trouble to find and pay a lawyer may not feel super exciting, but a good lawyer will reduce your risks in signing most any contract. The lawyer cannot make the contract perfect, but the lawyer will mitigate risks and create protections that may not otherwise exist. That is what you pay the lawyer to do. - Be a good partner in the contract.
Many contract disputes develop because parties simply rub each other the wrong way. The relationship sours, mistrust sets in. Problems ensue. More often than not, the friction in the relationship can (like a domestic marriage) be avoided or at least contained just by honoring the deal. - Pay attention to the venue provision.
Most properly done contracts of any sort will contain a provision that states where venue will lie in the event of a formal legal dispute. If you had your druthers, the venue would always be in your hometown. While that may not always be something attainable, beware of contracts that require venue in a foreign state. Litigation (or arbitration) that will require travel and a resolution in a court in another state will always involve more cost and headache than a dispute resolved in your own city.
The Process of Buying or Selling a Medical Practice
Whether you are seller or buyer, it will be useful to think about the process involved in a medical practice sale as a series of carefully organized steps.
Step #1. Confidentiality. The first step is ensuring confidentiality. As with most transactions, typically a medical practice sale begins with a discussion. Understandably, the owner(s) of a medical practice should have a keen interest in protecting confidential information about the practice. Confidential information will include patient-related information (e.g., names, contact information and other identifying information, identification of referring provider); business plans, referral sources and relationship information; tax and financial records; business plans; and many similar other proprietary documents. The buyer may need access to some or much of such information. The parties will need a robust confidentiality agreement. Although simple in concept, the confidentiality agreement is a crucial legal document that merits the utmost care.
Step #2. The Letter of Intent. Following initial discussions, if the parties continue with their efforts to form a transaction the next step is the letter of intent (“LOI,” which may also be referred to as a term sheet). Most often, the LOI is, by its express terms, non-binding (other than perhaps confidentiality). Essentially, the LOI allows the parties to see if they are serious enough and sufficiently aligned to proceed to subsequent, more involved and expensive steps. Of course, should they be unable to agree to an LOI, proceeding further makes no sense. The LOI should resolve the biggest and most basic transaction issues, such as, by way of a few examples, identification of parties, intended due diligence period and targeted closing date, purchase price, basic payment terms, whether the transaction is a stock versus an asset purchase, whether the selling doctor will be employed by the practice for a period of time and on what terms, and restrictive covenants.
Step #3. Due Diligence. Just like buying a car, most buyers will want to look under the hood and kick the tires. To what degree varies widely, however. For example, a buyer who is a physician who has been employed in the practice for the last five years with active involvement in management, may be sufficiently well versed in the business details to not require extensive due diligence. A private equity group, on the other hand, will likely want robust due diligence. What due diligence is advisable is also a function of the size and complexity of the practice’s operations. The buyer should at this point have assembled any advisors needed to aid in the due diligence process, such as a CPA, an attorney, and any consultants. The selling doctor(s) may also conduct some form of due diligence to assess the buyer’s ability to complete the transaction.
Step #4. Purchase Agreement. The purchase agreement may be finalized and signed before, during or after the due diligence phase, depending upon various circumstances. The purchase agreement is the legally binding agreement to govern the parties’ transaction. It should be a comprehensive, highly detailed document and will be supported by various ancillary transactional documents to properly effectuate the transaction. The purchase agreement will cover, for example, the following topics: identification of parties, intended due diligence period and targeted closing date, purchase price, basic payment terms, whether the transaction is a stock versus an asset purchase, whether the selling doctor will be employed by the practice for a period of time and on what terms, restrictive covenants, patient lists and records, contracts, licenses and permits, phone numbers and website domains, inventory and supplies, manuals, prepaid expenses and deposits, books and records, environmental issues, accounts receivables, disclosures, closing terms and conditions, and many related other items. A critical provision of the purchase agreement will be the representations and warranties of buyer and seller, which can affect, among other things, the closing process and conditions under which an obligation to indemnify is triggered.
The purchase price of the practice can be paid in full at closing or installments. Most of the time, the seller would prefer to have cash at closing. Where less than the full price is paid at closing, the fact of an installment arrangement generates additional work for the parties to determine the terms and conditions pursuant to which installments are made and what protections are afforded to the seller in accepting the inherent risk of non-payment. A complicating feature of an installment arrangement can be that the seller’s need to obtain a security interest in the practice assets can impair the buyer’s ability to obtain financing needed to aid in conducting operations.
Step #5. Closing. The closing should occur pursuant to a closing road map provided in the purchase agreement. A proper purchase agreement will cover all closing conditions. Typical provisions include continuing accuracy and compliance with representations made in the purchase agreement, completion of due diligence, obtaining financing (if applicable), obtaining medical licensure and/or hospital privileges (if applicable), obtaining credentialing with key payors, and assignment of key contracts or the office lease.
The foregoing steps are stated intentionally in a broad and flexible way. Each medical practice transaction is unique and will require to some degree a customized approach tailored to the particular needs of the parties to the transaction. The period of time that it will take to complete a medical practice acquisition can vary. If the stars line up, a closing can be obtained in a relatively short period of time. If the parties struggle in negotiations, the due diligence process reveals complicating details, or problems during the due diligence process with the practice arise (e.g., the medical practice get sued) or with the buyer (the physician buyer has a medical board investigation), the process will likely be slowed. Experienced healthcare lawyers will be able to help the parties minimize the risks that any such hurdles will impair the parties’ progress toward a successful closing.
In every contract or transaction engagement, we strive as legal counsel to promptly and efficiently deliver high quality legal work to effectuate signatures on excellent contracts and to do so with world class customer service. We know that every contract or transaction handled by our law firm will ultimately facilitate healthcare services for the benefit of patients. We intend to have a Big Impact upon healthcare delivery by providing exceptional legal services to providers.
Contact Us To Learn More
Our health law firm aspires to provide world-class service to providers who need legal assistance with contracts and transactions. Our staff is happy to plan for you a free consultation with one of our experienced healthcare lawyers. To schedule a confidential consultation, email us at info@littlehealthlaw.com. Or call us at our Atlanta office (404.685.1662) or our Augusta office (706.722.7886).