PART 4 OF 4: Choosing and Maintaining the Right Structure A practical framework for selecting a structure and keeping it sound. Now that we've gone over the available structures, let's choose among them for a particular practice, aiming to maintain the structure properly over time. The right ch...
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California Healthcare Business Structures: Part 3
PART 3 OF 4: Multi-Owner and Management Structures Group practices, partnerships, and bringing in outside capital. Structuring a practice becomes more complex when more than one provider shares ownership, or when outside capital or management is involved. California's rules shape not only who c...
California Healthcare Business Structures: Part 2
PART 2 OF 4: The Professional Corporation in Depth The default entity for California healthcare practices, and how it works. For most California healthcare practices, the professional corporation is the central structure. It is the vehicle the law provides for licensed professionals to practice...
California Healthcare Business Structures: Part 1
A Legal Guide to Choosing the Right Entity for Your Practice! California law does not let healthcare providers choose their business structure as freely as other business owners can. This guide explains the entity landscape and what the law rules out, the professional corporation in depth, the structures used for group practices and outside capital, and how to choose and maintain the right structure for a practice.
Transition Planning After the Sale of a Medical Practice: Part 4
PART 4 OF 4: Financial, Tax, and Legal Loose Ends Closing out the details that determine whether the deal truly ends well. A transition is not complete when the practice changes hands. A set of financial, tax, and legal matters continues after closing, and how they are handled determines whethe...
Transition Planning After the Sale of a Medical Practice: Part 3
PART 3 OF 4: Retaining Patients, Staff, and Referral Sources Protecting the goodwill that both parties depend on. The success of a transition is ultimately measured by retention. A practice is worth what it is because patients return, staff stay, and referral sources keep sending business. Both...
Transition Planning After the Sale of a Medical Practice: Part 2
PART 2 OF 4: The Buyer's First Months in Charge Taking over operations without losing what was purchased. For a buyer, closing is the beginning of the real work. The value of the practice can erode quickly in the first months if the transition is mishandled, as patients, staff, and referral sou...
Transition Planning After the Sale of a Medical Practice: Part 1
A Legal Guide for Selling and Buying Physicians The sale of a medical practice does not end at closing — it begins a transition that determines whether the deal succeeds for both sides. This guide covers the transition from both perspectives: the seller's continuing obligations, the buyer's first months in charge, the shared work of retaining patients, staff, and referral sources, and the financial, tax, and legal loose ends that must be resolved to finish well.
Common Deal Breakers in Healthcare Transactions: Part 4
PART 4 OF 4: The Human Dynamics That Break Deals The emotional and interpersonal forces behind many failed transactions. Behind many failed healthcare deals lies not a legal defect or a bad number, but a human one. A practice is a life's work, and the people on both sides bring emotion, ego, an...
Common Deal Breakers in Healthcare Transactions: Part 3
PART 3 OF 4: Deal Breakers That Arise After Signing The problems that emerge between signing and closing, and after. Many discussions of deal breakers focus on diligence, as though a deal that survives to signing is safe.It is not. A significant share of transactions break down after the defi...
Common Deal Breakers in Healthcare Transactions: Part 2
PART 2 OF 4: Deal Breakers in Private Equity and MSO Transactions Where investor capital meets the rules that govern medical practice. Investor-backed transactions — private equity acquisitions, management services organization arrangements, and platform roll-ups — have reshaped healthcare, and...
Common Deal Breakers in Healthcare Transactions: Part 1
A Legal Guide for Practice Buyers and Sellers Healthcare transactions fail for reasons that go well beyond a bad diligence finding. This guide looks past the standard checklist to the deal breakers that get less attention: the conflicts unique to partner and group deals, the pitfalls of investor-backed and MSO transactions, the problems that surface after signing, and the human dynamics that quietly derail deals that made sense on paper.
Negotiating a Letter of Intent for a Practice Acquisition: Part 3
PART 3 OF 3: Strategy and Common Pitfalls How to use the LOI to your advantage and avoid its traps. Beyond the specific terms, how a party approaches the LOI shapes the negotiation that follows. The letter of intent is a strategic instrument, and the parties who use it well tend to fare better ...
Negotiating a Letter of Intent for a Practice Acquisition: Part 2
PART 2 OF 3: The Key Terms to Negotiate The provisions that determine the deal you are actually agreeing to. An LOI is only as valuable as the terms it captures. The provisions negotiated at this stage frame everything that follows, and the items left vague tend to become the disputes of the dr...
Negotiating a Letter of Intent for a Practice Acquisition: Part 1
A Legal Guide for Healthcare Practice Buyers and Sellers The letter of intent is the first written agreement in most practice acquisitions, and it sets the course for the entire deal. This guide explains what an LOI is and the crucial line between its binding and non-binding terms, the key provisions to negotiate, and the strategy and pitfalls that separate a well-used LOI from a costly one.
How Healthcare Practice Valuations Work: Part 4
PART 4 OF 4: The Valuation Process and How to Prepare What to expect from a valuation engagement, and how to be ready. Understanding the approaches and value drivers is most useful when paired with a sense of how a valuation actually unfolds and how to prepare for one. This article walks throug...
How Healthcare Practice Valuations Work: Part 3
PART 3 OF 4: The Factors That Drive a Practice's Value What raises or lowers the number, and the role of goodwill. Two practices with similar revenue can be worth very different amounts. The difference lies in the factors that shape the quality and durability of a practice's earnings and the tr...
How Healthcare Practice Valuations Work: Part 2
PART 2 OF 4: The Three Core Valuation Approaches Income, market, and asset methods, and how appraisers use them. Valuation professionals generally analyze a practice through three recognized approaches. Each looks at value from a different angle, and a thorough valuation often considers more th...
How Healthcare Practice Valuations Work: Part 1
A Legal Guide for Practice Owners A healthcare practice is often its owner's most valuable asset, yet how its value is determined is widely misunderstood. This guide explains why and when a valuation is needed, the three core approaches appraisers use, the factors that drive a practice's value up or down, and how the valuation process works and how to prepare for it.
Asset Purchase vs. Stock Purchase in Healthcare Transactions: Part 3
PART 3 OF 3: How to Decide and Structure the Deal A practical framework for choosing and documenting the right structure. Choosing between an asset and an equity purchase is a matter of weighing competing priorities against the realities of the specific practice. This article offers a framework...
Asset Purchase vs. Stock Purchase in Healthcare Transactions: Part 2
PART 2 OF 3: The Healthcare-Specific Factors That Drive the Choice Licensing, enrollment, tax, and the regulatory realities that shape structure. In an ordinary business sale, the asset-versus-equity decision turns mainly on liability and tax. Healthcare adds considerations that can override th...
Asset Purchase vs. Stock Purchase in Healthcare Transactions: Part 1
A Legal Guide to Structuring Medical and Dental Practice Deals The choice between an asset purchase and a stock or equity purchase is the first major decision in a healthcare transaction, and it shapes liability, taxes, and which licenses and contracts survive the deal. This guide explains how the two structures differ, the healthcare-specific factors that drive the choice, and how to decide and document the structure that fits.
Advance Healthcare Directives in California, Explained: Part 4
PART 4 OF 4: What Healthcare Providers Need to Know Provider obligations when a patient has a directive. Advance healthcare directives create obligations for the practices and facilities that receive them. Understanding those duties protects patients and reduces liability exposure for providers...
Advance Healthcare Directives in California, Explained: Part 3
PART 3 OF 4: Executing, Revoking, and Keeping a Directive Current The formalities that make a directive valid and enforceable. A directive that is not properly executed may not be honored when it matters. California law sets specific requirements for signing, witnessing, and revoking these docu...
Advance Healthcare Directives in California, Explained: Part 2
PART 2 OF 4: Choosing an Agent and Giving Clear Instructions The two decisions that determine whether a directive works. A directive is only as effective as the person named to carry it out and the clarity of the instructions given. These two choices deserve genuine thought rather than a quick ...