If you are searching for experienced, proven attorneys for the acquisition of a medical practice in California we invite you to consider the medical and healthcare business attorneys at the Watkins Firm.  The Watkins Firm has more then 40 years of experience in Mergers and Acquisitions (M&A) in the healthcare sector and provide extensive legal advice, counsel and services from the outset of the project through the date of the completed transaction and beyond.

Important Takeaways When Searching for Attorneys for the Acquisition of a Medical Practice in California:

• Experience is the key ingredient in a California medical practice or healthcare business acquisition.  California is one of the most complex legal environments for healthcare in the Country, and the most difficult state in which to be an employer.  You’ll need experienced, proven medical business and healthcare attorneys to protect your interests and guide the process to ensure success.
• Mergers and acquisitions is a complex process.  Watkins Firm has 40+ years of experience and a proprietary, proven library of acquisition documents and contracts, due diligence checklists, and the experience to ensure your interests are protected at every step.
• One must also protect existing interests, address rollover equity, lock in key medical professionals and employees as well as existing clients, customers, patients, facilities, and intellectual property.  Compliance in California requires extensive skill and legal expertise.  This is especially valuable in a healthcare-related acquisition.

Acquiring a Physicians Practice is More Complex than Most Other Types of Businesses

The process of acquiring a physicians practice or preparing one for sale is more complex than most other types of business acquisitions, mergers or sales.  From the outset, the schedules of the primary stakeholders and their responsibilities to patient care and associated chart and records management can extend the normal timeframe of an acquisition.  From a buyer’s perspective, one must give consideration to the perspective of the potential for varying classes of ownership in the target practice and their collective and individual interests.  The process of due diligence is always detailed and complex, and this is substantially more complex when dealing with a medical practice or healthcare entity.  One must consider not only the practical business issues such as the structure of the entity, the books and associated goodwill, but the contingent liabilities associated with the complex laws and regulatory compliance associated with a medical practice.

Is there a Management Services Organization in place, or a plan to add it as part of the acquisition?  Multiple MSOs?  You’ll need experienced healthcare and medical business attorneys to dot every “i” and cross every “t.”

A Complex Mergers and Acquisitions Process

The steps associated with the acquisition of a medical practice in California essentially come down to the provision of a Letter of Intent (LOI), Due Diligence, Additional Negotiations, Preparation and Execution of Associated Documents and the Management of the Obligations of Each Party during the process, and after the transaction is consummated.

The healthcare and medical business attorneys at the Watkins Firm have more than four decades of experience managing and advising each step of the process, as well as the seemingly endless checklists associated with each sub-task.  Generally speaking, the Letter of Intent in the acquisition of a medical practice should be designed to get the seller under exclusivity for the buyer and to open discussions regarding details concerning every aspect of the transaction from valuation, preservation of existing employment agreements (if applicable), preservation of Goodwill during, through and after the transaction as well as specific terms of the acquisition agreement.

Due diligence comprises not only inspection of all existing books, billing, coding and tax records, Electronic Records Management (ERM) as well as assets and obligations, but extends to investigation of potential regulatory compliance issues, the option of Representation and Warranty insurance, and an analysis of risks associated with regulatory violations, abuse and/or fraud.  Due diligence extends to employee contracts and benefits, existing corporate contracts, real estate, inventory and intellectual property.

One of the most common issues during the preparation and execution of associated documents is “rollover equity” to ensure stakeholders remain engaged in the practice during and after the transaction to ensure transfer of associated goodwill.  The transaction documents must be carefully structured based upon the specifics of the deal itself, tax implications, warranty and indemnification, restrictive covenants, insurance and financing.

Once the transaction is completed notice must be provided to various governing agencies, licensing authorities and payors alike.

Pro-Tip: “I’m a lawyer. I do have regulation too, but most are not told where they can get their customers from. And doctors and lawyers are, and doctors and health care care providers are really told. They’re told on a state level, if you want to get these kind of clients, you better do it in certain ways. Otherwise you are going to be in trouble and you’ll be paying penalties and you’ll be subject to licensed hearings and fines and suspension of business and everything you can imagine. And then on the federal side, they have the stark laws, anti-kickback statutes there too. If you want to work with Medicare or any federal budget, you’ve got to comply with those as well, which say you cannot have any referral source unless it meets one of the exemptions under the statute. And when you form your company, you have to have that in mind, and you have your business model and your plan in healthcare, there’s a fourth coach, and there’s your lawyer banker, your accountant, and also a compliance coach or a manager or director that you can go to that is experienced in this as well. This is day-to-day.

M S O is the hot topic every year by the legislature. Our California Legislature would like to stop that relationship, even though it’s what runs a lot of healthcare organizations. Everyone has got a specialty. Consider it this way. You’ve got a specialty. You are great at billing. You are great at admin management. You are great at equipment leases. You are great at dealing with landlords. You’re great at a lot of things. And you can go to a healthcare organization and say, you’re not doing a good job at this stuff. I could do better. The profit I would make you just for my doing my job would pay for the fees. I’m going to charge you and more, and you wouldn’t have the headache and you can expand. Now, that would be a wonderful M S O partner!

Your billing has got to be coded, that’s got to comply. So you have to hire people who do billing and let’s use an outside source. And most providers split between that. They may have an M S O just to do their billing, but that has to meet all the requirements separating the anti-kickback statutes, and that has to be on a state and federal level. That’s one of the issues we thoroughly address when we form and represent and merge and sell and acquire different healthcare entities. We have to keep that in mind for our clients.

So complying with all those things, takes knowledge, takes a team of coaches, your lawyer, your accountant, believe it or not, to budget for that. And whoever you hire as your technology officer or your management consultant or your team, they’re outside sources that we work with all the time to make sure you’re in compliance.” – Dan Watkins, Founding Partner

Experienced, Proven Attorneys for the Acquisition of a Medical Practice

The Watkins firm have an extensive track record of successful medical and healthcare M&A transactions.  You can trust our experienced, proven attorneys for the acquisition of a medical practice or healthcare business in California.

We invite you to review our podcast Episode 37 – Medical Practice and Healthcare Governance and Compliance as well as the strong recommendations of our clients and contact the Watkins Firm or call 858-535-1511 for a complimentary consultation today.

Meet Daniel Watkins:

Daniel W. Watkins is a true people person who sincerely listens. He cares deeply about what others are going through.  Dan enjoys digging into the facts and finding creative solutions to problems.  He contributes his insights candidly and constructively.

Dan’s interest in people make him deeply invested in every relationship and his exuberant personality makes him a true litigator. Dan fights for his clients with a fierce and calculated commitment.

Dan has practiced in the areas of business, medical practices and healthcare business, high tech/science, real estate and employment defense law since 1987. He is a trusted litigation strategist and true trial attorney with over 50 jury and bench trials to his credit. Dan has successfully represented both large companies and individuals and achieved substantial victories in well-publicized trials throughout California and the U.S.

He is experienced in business and corporate formation and administration, as well as all forms of alternative dispute resolution, including binding arbitration and mediation.

THE ROAD TO BECOMING A BUSINESS LAWYER AND LITIGATOR

Dan has almost 40 years of experience working with, for and against some of the largest insurance companies in the country. He has successfully tried and litigated cases in the areas of Healthcare Compliance, Commercial Litigation, Unfair Business Practices, Fraud, Breach of Contract, Battery, Premises Liability, Product Defect, Medical Malpractice, Discrimination, Sexual Harassment, Construction Defect, as well as Unfair Competition, Defamation, and Trade Secrets.

In December 2003, Dan commenced litigation against Health South Surgery Centers-West, Inc and its’ subsidiaries, exposing the company’s extensive mismanagement and misconduct of its’ surgery centers. Dan has also been asked by some of California’s largest municipalities and corporations to conduct legally required investigations into matters involving alleged employment discrimination and harassment.