Health Law (Medical and Dental)

NEGOTIATION AND DRAFTING OF EMPLOYMENT AND ENGAGEMENT AGREEMENTS

Recent medical and dental school graduates, as well as experienced physicians, may not always be able to rely on patients knocking on their doors to generate income. Given this reality, they may, instead, seek employment with physicians in established practices, with medical groups, clinics, hospitals or other organizations. Relationships between physicians hired to perform services and companies engaging those physicians’ are governed by employment or engagement contracts. Once signed by both parties, these contracts constitute binding agreements for the duration of their terms, and often, in some respects, beyond the expiration or termination of those agreements. Given the ever-increasing complexity and ramifications of such arrangements, advice and experience of legal counsel to help medical and dental professionals navigate this terrain is of paramount importance. Our Firm provides highly specialized in-depth and insightful review of employment contracts and extensive consultation on all relevant aspects of health care employment for both recent graduates and experienced physicians in the following critical areas:

• Duties and Performance
• Qualifications and Licenses
• Compliance with Laws, Rules, Regulations, and Policies
• Salary and Benefits
• Expense Reimbursement
• Malpractice Insurance
• Salary and Benefits, as well as fee determination and accounting
• Termination of agreements and obligation of employees’ and health care employers on termination
• Employee’s representations
• Non-competition provisions and clauses


FORMATION AND LEGAL SUPPORT FOR MEDICAL AND DENTAL PRACTICES

Most physicians, at some point in their medical careers, contemplate and pursue starting their own professional practices. They do so in order to either supplement or enhance their employment and income from medical groups or clinics, or to initiate private practice, either on their own or in partnerships with their colleagues. With more than a decade of experience in assisting medical and dental practitioners with the formation of their practices, our Firm provides a wide range of services to physicians with the following:

• Setting up medical and practices, including incorporation of professional corporations and professional limited liability companies fit to fulfill requirements of our clients
• Negotiation and drafting of “separation” agreements with previous employers, such as medical groups, clinics or other organizations that employ physicians
• Preparation of all necessary corporate documents, allowing our clients to comply with all legal requirements of professional practices, apply for medical liability insurance, and make financing arrangements with banking institutions
• Negotiation and drafting of shareholder or partnership agreements for our clients’ joining either already existing practices or starting new practices with their colleagues
• Preparation of commercial agreements with vendors, contractors and third parties
• Drafting of employment agreements and related documents for purposes of employment of other physicians and medical personnel
• Review and negotiation of equipment purchase agreements


SALE, PURCHASE AND MERGERS OF MEDICAL AND DENTAL PRACTICES

For some of our dental and medical clients there comes a time when they either desire to retire or move on with their personal and professional lives, which requires the sale of their professional practices. This process requires expert advice and counsel of attorneys who can properly guide physicians on the intricate details involved in the sale of professional practices, including appraisal of the assets and patient base, potential liability issues that may arise following the actual sale of practices, structured payouts, warranties, and representations that are likely to be required from the selling party.

Similarly, some of our clients desire to augment their patient base by either acquiring other practices or merging with them. For these clients we offer the following:

• Drafting of buy/sell or merger agreements
• Facilitation and review of proper appraisals
• Careful and diligent analysis of financial representations, representations and warranties offered by all parties involved in these transactions
• Advice on steps required to protect and/or limit the liability exposure of our clients.

Additionally, we actively advise clinical laboratories with respect to the sale of their businesses to either larger laboratory establishments, or venture capital funded enterprises.


INVESTMENT IN AMBULATORY SURGICAL CENTERS (ASCS)

Over the years, we have actively advised numerous individual physicians, as well as groups of physicians of various sizes, with respect to their investment and participation in ambulatory surgical centers (ASCs). We handle all aspects of the transactions associated with such investments by our clients, including the following:

• Review of financial and other relevant data pertinent to the proposed investment
• Formation of entities that will manage ASCs
• Regulatory compliance pertinent to these highly regulated entities
• Negotiation with management organizations, hospitals, and clinics who participate in the investment and management of ASCs
• Drafting and review of investment agreements, offering memoranda, management and agreements related to the operations of the ASCs
• Review and negotiation of lease agreements with landlords, related to the premises to be occupied by ASCs
• Drafting and review of corporate materials necessary for the operation of ASCs


NOT-FOR-PROFIT INITIATIVES FOR MEDICAL AND DENTAL PRACTITIONERS

Some of our clients desire to either share their professional experience with professionals in other countries or contribute to society via active participation in domestic and international charities and initiatives directed at aiding those who otherwise may not be able to procure treatment from highly-educated and meticulously trained dental and medical practitioners. We guide these clients through the issues pertaining to their involvement in such not-for-profit initiatives to ensure that while fulfilling their desire to help the underprivileged and those in need, they do not violate their professional and ethical responsibilities and regulations, and comply with the requirements established by the American Medical Association and the IRS.

George A. GellisHealth Law (Medical and Dental)