Medical Practice Mergers & Super Groups
In order for small, private medical practices to survive and thrive in the current healthcare environment, with the increased emphasis on cost, quality and compliance, most physicians will likely need to become part of larger networks of physicians able to engage in alternative payment relationships with commercial insurers or self-insured employer plans as a group. These groups must be sufficiently integrated to avoid a Federal anti-trust violation, and to be able to monitor and enforce compliance among its physician participants in order to enter into meaningful fee arrangements with payors. Super Groups in which physicians from multiple practices consolidate under a single Taxpayer Identification Number have proliferated over the past several years because, if formed properly, they provide many advantages over traditional practice structures.
Frier Levitt has been on the forefront of forming and representing single and multi-specialty Super Groups throughout the country for over 20 years. We are aware of the budgetary constraints that newly-formed groups face, and we are able to provide substantially all of the pre-“go live” legal services on a flat fee basis. The following is an outline of the Super Group formation services Frier Levitt typically provides:
- Initial meetings to discuss short-term, medium-term and long-term goals and compile list of potential members
- Draft a letter of intent and confidentiality agreement by and among prospective members
- Form Limited Liability Company, obtain federal tax identification number and state employer identification number
- Assist in the formation of an Implementation Committee
- Establish a meeting schedule for the Implementation Committee and other members
- Assist in implementing a due diligence process through the collection and analysis of critical financial and legal information from prospective owners
- Prepare Operating Agreement and other organizational documents, which detail, among other issues, management structure, compensation formulas, committee structures, officer responsibilities, etc.
- Evaluate legal issues including Federal stark, anti-kickback, antitrust issues and state law issues
- Work with practice sites to draft “care center” agreements
- Help established board of directors based upon mechanism described in Operating Agreement
- Help with the selection of officers and committee formation (e.g., credentialing, Benefits, Information Technology)
- Create policies and procedures to ensure legal compliance (e.g., billing compliance, HIPAA compliance)
- Review and negotiate vendor contracts (e.g., practice management systems, EHR contracts)
- Review and negotiate banking agreements (e.g., line of credit, term loan)
- Legal review of managed care contracts
VIDEO: Why Physicians with Small Medical Practices in Competitive Environments Should Consider Forming a Super Group
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