December 19, 2025 • 50 mins
Jason Krisza, Shareholder, Wilentz Goldman & Spitzer PA, and Michael Schaff, Shareholder, Wilentz Goldman & Spitzer PA, speak with Sidney Welch, Partner, Bradley Arant Boult Cummings LLP, Lymari Cromwell, Partner, Bass Berry & Sims PLC, and Ashley Creech, Associate, Epstein Becker & Green PC, about three cutting-edge topics that are of increasing importance when representing physicians: private equity transactions, non-compete agreements, and medical spas. They discuss how private equity transactions are structured, the attendant regulatory concerns, and the challenges physician practices encounter when engaging in these transactions; what physician non-competes generally look like, the legal and regulatory environment at the state level, and alternatives to non-competes; and the kinds of services offered at medical spas, how they are regulated, and considerations when structuring them. Jason and Michael are editors, and Sidney, Lymari, and Ashley are authors, of AHLA’s Representing Physicians Handbook, Fifth Edition.
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Learn more about AHLA’s Representing Physicians Handbook, Fifth Edition: https://store.lexisnexis.com/ahla/products/ahla-representing-physicians-handbook-ahla-members-grpussku59002.html
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Episode Transcript
Available transcripts are automatically generated. Complete accuracy is not guaranteed.
SPEAKER_00 (00:04):
This episode of AHLA Speaking of Health Law is
brought to you by AHLA membersand donors like you.
For more information, visitamericanhealthlaw.org.
SPEAKER_02 (00:17):
Well, hello everyone.
Uh my name is Jason Krizza.
I'm a partner at theWalenz-Goldman and Spitzer firm
in our corporate and health lawdepartments.
And I have the privilege of uhkicking off this AHLA podcast
where we're going to be talkingabout some topics that are very
important when you'rerepresenting physicians.
(00:37):
I have my co-moderator here,Michael Schaff, my partner, also
at Will Lentz-Goldman andSpitzer.
We've had the privilege andhonor of working with our former
colleague John Barry as theeditors of a brand new
publication that's coming out,the fifth edition of the AHLA
Representing PhysiciansHandbook.
(00:57):
And this book is really a greatresource for attorneys that are
representing physicians andtalking about some of these
issues that are often overlookedby some legal professionals who
aren't familiar with these typesof matters.
And Michael, why don't you tellus a little bit about this
handbook and a little bit aboutthe history of it?
SPEAKER_01 (01:17):
Sure.
Thank you, Jason.
Just so everyone knows this, I'mgoing back.
I'm probably a little bit olderthan a lot of you, so I have a
bit of a history understandingof how A.H.
Late started doing things.
But um for many years, mosthealthcare lawyers were hospital
lawyers.
They weren't physician lawyers.
(01:38):
And physician lawyers uhsprouted up over time.
Uh, but before that, it wasnormally the doctor's uh sister,
sister-in-law, brother-in-lawwho was a lawyer, may have just
been a real estate lawyer, theymay have done their house
closing, they may have uh doneother types of things, maybe
helped them get out of aspeeding ticket, et cetera.
(01:59):
And healthcare lawyers reallyfocused uh more so on on the
hospital uh uh situations.
Um and then with the uh additionof uh the um the Stark law and
the anti-kickback law, umphysicians need to have their
own little view of things.
And um AHLA decided to set up arepresenting physician uh
(02:25):
practice group, it used to becalled a Syslet.
And as part of that, um I wasone of the leaders of that
group.
And for a number of years, um alot of people within our
organization uh thought it wasreally important to write some
type of uh either a handbook orsome documentation or
(02:46):
publication that dealt withrepresenting physicians because
there wasn't any except achapter in the fundamentals book
that I had written on how torepresent physicians, the
buyout, et cetera, like that.
So around 2000, in the year2000, when we started talking
and trying to get things going,and uh like many things, things
(03:06):
took a little bit of time.
And it turned out that um at auh AHLA seminar in um in New
Orleans, uh a few of us gottogether uh and we had a liquid
lunch uh, so to speak.
And when you do that, yourjuices start to flow.
(03:28):
And uh we set up a task force uhthat myself and Cindy Reese from
Bassbury uh put together.
And at lunch we put out puttogether an outline of uh uh
representing physician handbook,the different types of topics,
et cetera.
And as part of that, uh thefirst edition was published in
(03:49):
2004.
Uh-huh.
And then what we did uh actuallyit was published in 2006.
Uh uh.
But we uh subsequently had uh asecond, third, and fourth
editions that were publishedbetween 2009 and 2016.
And now after nine years, uh theillustrious fifth edition is is
(04:10):
out there.
Um Jason?
SPEAKER_02 (04:13):
Yeah, so I think what's great about this is this
is a a living, breathingdocument.
And what we've done was we'vetried to add new chapters to
talk about new things and newtopics that are just increasing
or ever um you know new topicsin the law that people need to
be uh aware of.
(04:34):
So what we've done, we've gotthree speakers today who have
all authored chapters in thebook.
We're gonna talk about threetopics that we believe are sort
of cutting-edge topics in therepresenting physician space.
We've got private equitytransactions, uh, medi spas, as
well as non-compete agreements.
So the primary point of today'spodcast is to really delve into
(04:58):
some of these three topics andhear what our authors and
speakers have to say about them.
So, Michael, why don't you uhtake it away and introduce our
three illustrious speakers andauthors today?
SPEAKER_01 (05:09):
Certainly.
Um first of all, we're gonnahave Cindy Welsh.
Uh she wrote the chapter or wasa co-author of the private
equity and transactions.
She's a partner at Bradley, andshe primarily provides
regulatory advice to clientsengaging in merger and
acquisition and private equitytransactions.
(05:30):
Uh second, we're gonna have LeeMarie Cromwell.
Uh she wrote the chapter or wasa co-author with respect to
non-competes.
Uh she's a partner at Bass Berryand Sims.
Uh, she focuses on labor andemployment issues arising in
merger and acquisitiontransactions.
And uh our last speaker is uh isAshley Creech.
(05:54):
She wrote the chapter or or wasa co-author on Medispa's.
She's an associate at EpsteinBecker and Green.
She's a litigator and sheprovides regulatory advice and
works on uh transactions.
SPEAKER_02 (06:07):
Yeah, so Sydney, why don't we we start with you and
talk a little bit about privateequity transactions?
So, I mean, we're hearingprivate equity, private equity,
private equity every day.
Uh what is a private equitytransaction as it pertains to
healthcare?
What do the transactions looklike?
SPEAKER_05 (06:24):
Yeah, absolutely.
You know, and it's part of thereason that we have a new
chapter in this representingphysicians handbook on private
equity because it has becomesuch a popular vehicle for
physicians to participate insome sort of exit strategy, if
you will, or practice strategy.
Um, and what private equity isin the healthcare vehicle,
(06:47):
particularly for physiciantransactions, is it's a way for
private parties to engage insome sort of ownership interest
for for-profit in a healthcareentity.
And we've seen a rise inpopularity in part to give
alternatives to some of the moretraditional vehicles, such as
(07:10):
hospital purchases of physicianspractices that are, as we know,
much more limited in terms ofconstraints, particularly from a
regulatory perspective.
So, what the sources ofinvestment are doing on the
private equity front is movingfrom the physicians or the small
(07:30):
groups of investors to largerfirms that are managing the
funds for big groups ofindividuals or institutions,
many of which don't have any orhave very little healthcare
knowledge or experience.
And so that really the goal ofthe private equity transactions
is to deliver returns on theinvestments for these investors.
(07:53):
And they can do that in a numberof different ways.
Some of them involve taking outloans and then using the
facilities or the things thatare being acquired as collateral
to pay back the investors at ahigh rate of return, while the
organization itself is the onethat's carrying the debt.
They also engage in selling thefacilities and assets to other
(08:16):
investors or flipping the assetto another buyer for a large
multiplier, bringing a greatrate of return to the investors.
Others have viewed theinvestment as a way to give
capital to allow for expansionof the physician practice
platform and allow developmentof related services, or
(08:37):
leveraging experience for thingslike achieving efficiencies or
bringing value-based careservices to the table and
decreasing cost for you knowthrough vehicles such as group
purchasing of the things that wewould typically consider to be
back office support, butsignificant cost to physician
(08:59):
practices that overhead oftenrunning at a rate of about 60%.
So what the private equity firmsare doing are pulling this
capital from private investorsthat are willing to take on the
rest to acquire the platform.
And then, you know, whatphysicians and others have to
realize is that ultimately theintent is for there to be a
(09:24):
transaction strategy or an exitstrategy where the platform gets
sold to other private equityfirms or other strategic
corporate buyers on a long-termbasis.
So ultimately, in other words,that private equity investment
is different from a typical saleto a strategic buyer, such as a
(09:46):
health system or insurer, whichtheir goal is to buy it to keep
it and to generate more profitsthere on the private equity.
Generally speaking, the goal isfor that exit strategy or
transaction to take place,bringing a return on investment
to those group of investors.
SPEAKER_02 (10:06):
So, Sydney, you've mentioned that these could kind
of take the play the form ofmany forms.
You've got loans, you've saidthat there are platform
acquisitions.
And how does what's the commonstructure for these types of
things, these types oftransactions look like?
I assume there's a lot ofregulatory concerns when you're
structuring this with someonelike a private equity group that
(10:29):
may not be owned by physiciansor other clinicians.
SPEAKER_05 (10:34):
Yeah, that's absolutely right.
And that is really what drivesthe structure of these, you
know, transactions and thetransactions models to the point
where they're almostcookie-cutter innate at this
point in terms of what youexpect to see in the transaction
structure.
Um, you know, typically you'dhave an asset acquisition with
(10:57):
a, you know, um with a friendlyPC, what we would term a
friendly PC or managementservices organization structure
model.
In some states where you don'thave regulatory limitations in
the form of corporate practiceof medicine doctrine, you would
have the ability to have anequity investment in the
(11:18):
acquired entity, but most dohave those corporate practice of
medicine restrictions.
And so you see the friendly PCor MSO model.
And in that model, what we'reallowing to have happen by you
know by the structure is to havethe non-physician investors in
(11:40):
the practice through setting upof a management services
organization.
And so you have a conveyance ofnon-clinical assets typically to
the management servicesorganization.
And then the there remainseither a one or two, a small
number of friendly physicianowners or licensed professional
(12:03):
owners of the practice entity.
Um, and then a managementservices arrangement between the
management services entity andthe practice entity, where that
management services entityoftentimes is leasing back the
uh the assets to the physicianpractice, and then they're
(12:24):
providing all of the managementservices function, again, that
back office support in returnfor a fair market value fee that
it's providing to the practice,and the practice is paying back
to the management servicesorganization.
And so that's typically what wewould see on the management
(12:47):
services front.
And as I mentioned, the commonregulatory consideration for
that structure, that model, isthe corporate practice of
medicine doctrine, which iscommon in many states, which
simply says that you can't haveownership of a professional
services organization by anon-licensed individual.
(13:08):
And that leads to thatstructure.
There are other regulatoryconsiderations that go into the
structure, such as ourever-present anti-kickback
statute, STARK Law, False ClaimsAct, and then related state mini
start, mini-kickback type ofstatutes.
And then most recently we'veseen an uptick or resurgence in
(13:32):
the antitrust laws, as thoselaws have come back into play as
these platforms and add-ons, aswe call them, the initial
physician practice acquisitionand all those that follow, where
you've got the FTC and the othergovernment regulations,
regulators looking at who'sreally owning these entities and
(13:57):
making sure that they're notfollowing in a muck of the
antitrust laws.
And in essence, what that's ledto is a fair bit of scrutiny at
the federal level, and then inturn at the state level, calling
for transparency of theownership of the MSO entity or
(14:17):
directly the physician practiceentity if it's allowed in that
state, resulting in state lawsand statutes, regulations that
really is requiring disclosureoftentimes of the private equity
ownership and payment in thoseservice models.
SPEAKER_02 (14:35):
Yeah, it's interesting you say that because
I mean there's I know in NewYork there there have been some
laws about this type ofarrangement and disclosure.
Really haven't seen muchenforcement come from that yet,
but it seems like it's comingdown the pike.
And I know also in New York uhthey have their own, while the
Corporate Transparency Act seemsto be uh somewhat dead, they
(15:00):
have their own beneficialownership structure that they're
mandating, not just forhealthcare entities, but for all
and nearly all entities.
Um it's interesting that you saythat.
And I have a feeling we're gonnasee a lot more of this coming
down the pike.
SPEAKER_05 (15:13):
It keeps coming in fits and starts, right?
Um at the federal level andcertainly at the state level.
And as we all know inhealthcare, there are certain
states that tend to be morerobust about their regulation,
your jurisdiction of New Yorkbeing one, California, Texas,
and that's where we see a lot ofthe movement on some of these
(15:34):
regulatory efforts.
SPEAKER_01 (15:35):
Right.
Cindy, when you started talkingabout uh what private equity
transaction is in healthcare,you indicated that it's appears
to be very popular these days.
Can you explain why?
SPEAKER_05 (15:49):
So I think a large part of the popularity, and we
uh were drowning in privateequity transactions, as you
know, Michael, in 2021, um itwas just the pace was absolutely
bananas and it has remained youknow consistent, although not at
that level.
I think a large part, a lot ofthat has to do with the fact
(16:10):
that the physician practicespace, it provides the practices
and an alternative to a hospitalacquisition.
As physician practices have beenfor the past 10 plus years
struggling with um I've createdmy practice entity, um, I've
(16:30):
grown my practice entity, I wantto continue to do that, or I
want to leave the nextgeneration with the ability to
continue the practice function.
How do I access capital in a waythat allows me to survive when
I've got an overhead of 60%,where I've got hospitals
purchasing or employing otherphysicians coming out of the
(16:53):
marketplace, and we want to stayindependent, if you will.
And private equity transactionshave allowed physician practices
to do a couple of things.
Number one, gain access to thatcapital.
Um, they've also allowed them torealize a higher rate of return
because of the lesser regulatoryrestrictions on what can be paid
(17:19):
for and how monies can flow inthe structure and transaction
system that's created for thesetransactions.
And thirdly, um, they allow fora lot more flexibility on
physician autonomy and decisionmaking.
Now, don't get me wrong, therecertainly are restrictions and
(17:40):
things that get put in place,like the non-computes we're
gonna talk about later.
Um, but I think if you had toldmany of us as this wave of
private equity transactionsstarted, it kind of hearkened
back to the management companiesof the 1990s, and we would have
thought maybe this is not gonnabe a successful venture.
But many have said, we recognizethat we don't engage in the
(18:04):
running of the physicianpractices.
There's certain things we canoffer to them, but we will allow
a certain degree of autonomy.
And for the most part, um, atleast on my experience, the
physician practices have beenrelatively unencumbered and
relatively happy with the waythat they've been allowed to
(18:24):
continue the practice ofmedicine.
SPEAKER_01 (18:27):
Yeah.
Um, another question I have foryou is uh if you're an attorney
and you have a doctor who'sthinking about doing a PE deal,
or you're even a physicianthinking about it, uh what would
you suggest they look into as tothe potential challenges, the
downsides, like surprises thatare in store for either the uh
(18:51):
physician and the practice orthe lawyer representing them?
SPEAKER_05 (18:56):
So a couple of things, Michael.
I think um that it's reallyimportant for the practices to
understand that you don't getsomething for nothing.
Um and so this will be a changein how they are used to doing
business, at least in terms ofcontrol.
Um and there also has to be thereasonable expectation is always
(19:18):
set in terms of what money andwhat the monetary value is,
meaning that in the privateequity transaction, they may
realize a cash influx with theinitial acquisition, but they
shouldn't expect in turn thattheir employment compensation is
going to shoot dramatically upas well.
(19:38):
You know, in other words, youyou can't have both if there's
give and take in terms of theeconomics of the structure.
I think it's really importantfor physician practices
considering a private equitytransaction to make sure that
they have their house in order,right?
And so for them, that means acouple of things.
(20:00):
They need to be really wellinformed as to what the
economics of their practice isand what the value of their
practice is.
And they can do that in a coupleof different ways if they don't
already have a good businessunderstanding of their practice
and what the transaction means.
Some of that may come in theform of an engaging an
(20:21):
investment banker to work withthem and choosing that person or
firm carefully is veryimportant.
An initial step is probablygoing to be working very closely
with their accountant andappraiser to make sure that they
understand again what the valueand the economics are.
I think the other piece thatgoes hand in hand with that is
(20:42):
making sure that they alsounderstand where their warts
are.
If you could put your house onthe market, you need to make
sure that you understand wherethe flaws are that a potential
buyer is going to see andperhaps develop a remedial list
(21:06):
to fix some of those challengesand issues before you take your
practice to market in order thatyour practice doesn't get
devalued in the process.
Because once that taint is outthere, it's driving down the
value of the transaction or yourpotential transaction, the
(21:26):
marketplace.
And then lastly, and althoughthey're certainly more than the
ones that I'm going to mentionhere, I think it's also very
important for practices to thinkabout their group dynamics.
You know, oftentimes you mayhave a group of senior
physicians and a group ofyounger physicians.
(21:46):
And so the transaction where thesenior physicians are going to
recognize cash, and that is infact their exit strategy to the
practice of medicine, at leaston a shorter term basis than
those who have the runway infront of them.
They need to make sure thatthey've had conversations and
reconciled some of that tensionor potential contradiction on
(22:11):
the front side throughconversation and strategic
planning so that they can be allon the same sheet of music when
they go to market with theirtransaction and make sure that
they've looked at what all theoptions are.
Do they get greater value andgreater long-term success by
perhaps alternatively expandingtheir footprint and then looking
(22:33):
at going to a private equitytransaction down the road?
So all those are valuable thingsto be thinking about.
SPEAKER_02 (22:53):
And you know, we're looking forward to keeping up uh
up to date with this emergingarea of law.
Why don't we, you know, talk touh Lee Marie a little bit about
non-competes and have Lee Marietalk to us a little bit about
non-competes?
SPEAKER_01 (23:07):
Right.
So uh so Lee Marie, um, youknow, we always hear about
non-competes, what's going on.
Uh can you just explain to uswhat a physician non-compete
generally looks like and youknow, how are they drafted?
What do they generally restrict?
SPEAKER_04 (23:25):
Sure.
Um, so uh a physiciannon-compete at its core is just
a contractual obligation thatrestricts a physician, whether
it's an employee or anindependent contractor, a
shareholder, right?
Um, from either becoming acompetitor after that
relationship ends, or fromworking for a competitor after
(23:47):
the relationship ends.
Um, these restrictions are oftenfound in employment agreements.
They can be in independentcontractor agreements, um,
shareholder equity agreements,uh, an LLC agreement.
So there are, you know, variousplaces where you can find them,
also obviously in purchaseagreements.
But that's essentially whatthey're trying to stop, right?
(24:07):
Is that that competition afterthe relationship ends.
SPEAKER_01 (24:13):
Okay, so you know, I I also hear there's a common
law, significant common law withrespect to restrictive
covenants.
Can you, you know, tell us howthat works and is there what
kind of standard is it?
Is it a reasonableness standard?
How is that affected?
SPEAKER_04 (24:30):
Sure.
Yeah, so um there is no sort ofoverarching federal law
governing non-competes.
Uh we'll and we'll talk a littlebit more about that in a few
minutes.
But this body of law really isstate specific and it's
historically has been stronglycase law specific, right?
(24:53):
So the courts being uh broughtin to decide is this non-compete
reasonable or not.
Over time, you've seen a lotmore statutes pop up on a state
level regarding um non-competesand physician non-competes, and
we can talk about that in aminute.
But from a common lawperspective, every state has
(25:15):
some body of case law governingnon-competes.
They're all very similar from acase law perspective.
Um, so the the courts arelooking at um, is there
consideration?
That's sort of the the one ofthe fundamental questions, you
know, enough consideration tosupport the non-compete.
(25:36):
Number two, does the enforcingparty have a legitimate business
interest in what they're tryingto prevent, right?
The the competition that they'retrying to restrict.
And then third is um, is theagreement reasonable, right?
So is it drafted in a way that'snarrow, that you know, restricts
(25:59):
the worker while also protectingthese legitimate business
interests of the enforcingparty.
And so when considering whetherit's sufficiently narrow, the
courts will look at how long therestriction lasts, um, the the
geographic territory of therestriction, the scope, just the
overall breadth of therestriction, what is the
(26:20):
restriction stopping thephysician from doing?
Uh, and the court will sort ofweigh that, right?
What is this interest that theenforcing party has in stopping
unfair competition versus whatthe restrictions are and how uh
burdensome is it on thephysician in terms of their
(26:41):
ability to work?
SPEAKER_02 (26:43):
Lemerie, you mentioned that the courts look
at consideration, um, one of thekey components of enforcing
non-competes.
How does that really play intothe enforcement of these
covenants?
Can you delve a little bit moreinto that?
SPEAKER_04 (26:57):
Yes.
Um it varies by state, um, butwhat the courts look at is it's
things like did someone sign uma non-compete at the beginning
of the employment uhrelationship, such that the
consideration there is theopportunity to be employed, the
(27:19):
access to the employer'sgoodwill, access to their
patients, access to theirconfidential information and
their trade trade secrets, um,all of that, right?
So that goes into sort ofsupport the need for the
non-compete.
There are some states that haverules that say if you try to get
someone uh covered bynon-compete after they've
(27:41):
already started employment, whatare you giving them extra to
support that, right?
So are you giving them a raise?
Are you giving them a promotion?
Are you giving them a formalemployment agreement, maybe that
has, you know, some severance umrights in it?
Uh so those are the types ofthings the courts look at.
But I would say the primarything that we see in the case
(28:04):
law is that access toconfidential information uh and
trade secrets of the employer.
Um that, you know, that it sortof serves two purposes.
It can serve as consideration,but it also helps the enforcing
party prove I really do have alegitimate business interest in
(28:26):
stopping this competitionbecause I'm not just trying to
stop competition, I'm trying tostop someone from using right,
our trade secrets, ourconfidential information um
against us in an unfair way.
SPEAKER_02 (28:42):
I would assume that the non-compete in you mentioned
in the acquisition uh context,those, I mean they the the
consideration there is prettyclear.
It's the purchase price, it'sit's there's the clear quid pro
quo, and courts, I would assume,are generally going to enforce
those.
SPEAKER_04 (29:02):
There's certainly more deferential, uh, a hundred
percent, um, if it's in apurchase agreement.
Uh and then you also havenon-competes, as I mentioned,
that can be in an equityagreement, right?
The consideration there is youget to be an owner.
Uh, so that's obvious, thatthat's also obvious.
Um, but yes, there's certainlymore deference shown to um
(29:23):
non-competes in a purchaseagreement.
It doesn't mean they'reironclad.
I mean, we've seen the FTC takeissues with non-competes and
purchase agreements, we've seencourts, um, you know, even
Delaware courts um take issuewith it, but certainly more
deference there.
SPEAKER_01 (29:41):
So, what happens in a situation where you know
you're in court and a judgedetermines uh that the
restrictive covenant or aportion of it really should be
unenforceable.
It's uh it's overly broad broad.
So, for example, it's uh in acity environment, they're asking
for a 50-mile restrictivecovenant.
(30:02):
The judge says, wait a second,that's uh not good.
Do they just throw out theentire restrictive covenant or
or what do they do?
SPEAKER_04 (30:11):
Uh it depends on the state.
Uh that's always my answer fornon-competes.
Depends on the state.
Um, so every state has some lineof case law governing this.
And so you have some states inthe U.S.
that do not allow reformation orblue penciling at all.
The non-competes is eitherenforceable as it's drafted or
(30:34):
it's not.
Um, and so if the court findsthat it's not enforceable, then
the whole thing is just void,right?
There's just not going to be uha provision to enforce.
There are blue pencil states inwhich the courts are empowered
to strike several portions ofthe non-compete, and then they
(30:55):
can enforce the remaininglanguage.
And then there are reformationstates where the courts are
empowered to actually reform,redraft, you know, they they can
do more than just strike, theycan add some words, they can
take out words, they can do abit of rewriting to make it
(31:15):
enforceable under the law whilealso trying to keep, you know,
the the main purpose or goal ofthe restriction that the parties
agreed to.
Uh, so you know, just depends onwhere you are.
SPEAKER_02 (31:28):
Lee Marie, you and both you and Sydney had had
mentioned this earlier, the FTC.
So April 2024, the FTC adopted,you know, they implemented this
final rule that wouldeffectively ban most
non-competes, not just in thehealthcare field, but uh in like
across the country.
And then that was challengedpretty much right right away.
(31:50):
Uh and then there was the uhjudge in the Ryan case that
issued this nationwideinjunction.
The FTC initially appealed andthen kind of withdrew their
appeal.
It seems to me that the FTC banis pretty much dead at this
point.
Is that your understanding?
SPEAKER_04 (32:08):
Yes, that's right.
Uh it was really a Bidenadministration initiative under
the FTC commissioner at thattime.
Um the Trump administrationcertainly is not turning its
face, you know, with respect tonon-competes, but not focused on
a nationwide ban.
Uh the ban was blocked by thecourts.
(32:30):
The FTC isn't fighting it.
So as far as we know, it's sortof off the table.
Unless, of course, you know, ifthere's a switch in
administration again, we couldwe could go down that path once
again.
But for now, it is dead.
Um and there is not currentlyany sort of nationwide proposed
(32:51):
ban on non-competes.
SPEAKER_01 (32:53):
So following up on that, uh Lee Lee Marie, is you
know, my understanding is thatthere are some states that uh,
you know, after the FTC banbecame uh questionable, uh
started uh uh approving uh andpassing state-specific
opposition non-compete statutes.
Can you uh give some examples ofit and and and tell us about our
(33:16):
thoughts on that?
SPEAKER_04 (33:18):
Sure.
We have seen an explosion ofnon-compete statutes over the
last three to five years.
Um and again, they vary bystate, but in a nutshell, to
give you an idea, these statuteswill do things like set comp uh
thresholds, right?
You can't give someone anon-compete who's a physician
(33:39):
unless they make a certainamount.
Or um it'll restrict theterritory.
You you can only restrict themwithin five miles of their
primary practice site.
Um some states uh are banningnon-competes for physicians or
other healthcare workerscompletely.
Um some states have uh the Texasrecently did one where uh, and
(34:05):
they've had this for a while,there's a physician buyout
requirement.
So if you give a physician anon-compete, you have to give
them the right to buy out of it,to pay an amount to get out of
it.
Uh, but the recent change in thelaw in Texas also um capped the
non-compete tail at a year andcapped the territory at a
five-mile radius from theirprimary practice site.
(34:27):
Um, so you know, Texas,California, Indiana, Maryland,
DC, Montana, just throwing outsome names of states um that
have recently uh either enactedphysician non-compete statutes
or amended them to make them abit more restrictive.
So um anytime you're enteringinto a physician non-compete,
(34:50):
you have to check that statelaw.
Because the way that a lot ofthese are drafted, if you don't
comply with the statute, uh theentire non-compete is likely
void.
SPEAKER_02 (35:03):
So are there other alternatives, Lemarie, to like
your general five-mile radius oryou know, from this office or
these facilities?
Are there other ways thatphysicians or I should say
physician employers can protecttheir interests?
SPEAKER_04 (35:20):
Yes.
Um, and we've seen more of areliance on these as employers,
I think, just become morerealistic in their chances of
being able to enforce anon-compete, even if they can
get a physician to sign one.
So you can have non-solicitationprovisions, which keeps folks
from soliciting your personnel,right?
(35:40):
Your employees, yourcontractors, or from soliciting
your patients for a certainperiod of time after the
employment ends.
Um, you can have non-disclosure,right?
Protection of trade secrets,confidential information.
And those restrictions cangenerally run much longer than a
non-compete and a non-solicit.
(36:02):
Um, there we're seeing a lot offorfeiture provisions and
liquidated damages provisions,which essentially say you can
compete if you want to, right,for a year after you leave.
But if you do that, you're gonnaforfeit your equity that you
have in the in the practice, oryou're gonna pay a certain
amount in liquidated damages.
Um, we're also seeing a bit ofan increase in employment
(36:26):
agreements with longer liketerms that are set, right?
So you're gonna work here forfive years and you can't leave
unless you have good reason.
And if you do leave, then you'regonna be in breach, and so there
will be damages.
Um, so you know, those are sortof ways kind of around some of
(36:47):
them aren't perfect, right?
Um, some courts might look at anemployment agreement with a
five-year term and say, yeah,that's not reasonable.
Or they might consider aforfeiture provisions too
similar to a non-compete.
Uh, but they are at least, youknow, alternatives that we
definitely see employers trying.
SPEAKER_01 (37:06):
Thank you, Lulie Marie.
Uh, let's switch over to Ashleyabout medical spas, what I would
call now more of the wild, wildwest.
So uh Ashley, uh can you tell uswhat a medical spa is?
SPEAKER_03 (37:23):
Thanks, Michael.
Um, so for me, when I thinkabout a medical spa, I think
about an entity that providescosmetic medical services in a
spa-like setting.
Um, and we'll talk about just alittle bit what cosmetic medical
services or another name that'scommonly used, is aesthetic
medical services.
Um, as you mentioned, uh, youknow, it can be a little bit of
(37:46):
the Wild West.
Um, not every state has laws orregulations around uh medical
spas.
Um, but I will say as medicalspas continue to increase uh
their presence, more and morestates are looking at providing
sort of more regulations aroundwhat is considered a medical
(38:09):
spa, and even certain stateagencies, Board of Medicines and
other states are putting outguidance on how to be compliant
and provide a level of carewithin a medical spa.
So for a medical spa, I sort ofstarted with what I consider to
(38:30):
be a medical spa, but you know,we do have to look at the state
or the jurisdiction of where themedical spa is located.
As I mentioned, certain statesdo specifically define what a
medical spa is and what theyconsider to be those cosmetic
services.
And within those definitions ofa medical spa, there are certain
(38:55):
exemptions.
Um, you know, a provider maysay, well, wait a second, I
provide, you know, what can beconsidered aesthetic medical
services.
Am I subject to medical sparegulations?
Um, and there are exceptions.
Certain states will put forthexceptions that if it's a
physician office or adermatology practice, um, that
(39:16):
they're not necessarily requiredor considered to be a medical
spa.
Um, but then there's alsocertain caveats of well, if you
hold yourself out to be as amedical spa, or if over 50% of
the services that are providedto patients are these aesthetic
services that it may beconsidered a medical spa.
So you really do have to look atuh the type of services that are
(39:39):
being provided.
SPEAKER_01 (39:40):
Right.
So I asked what kind of serviceswould fall within the range as
an example of a medical sparather than a regular spa?
SPEAKER_03 (39:49):
Yeah, so a traditional spa would be, you
know, if you go somewhere to geta facial, um, certain body
treatments or non medicalskincare services.
And those services can still beincorporated into a medical spa.
But cosmetic medical services isreally what is the defining
(40:11):
point of the medical spacomponent.
And that can be defined reallybroadly as any service that
improves a person's appearancewithout promoting or preventing
an illness or a disease.
Some states actually providespecific examples that are very
(40:34):
helpful as far as what'sconsidered to be aesthetic
services, thinking aboutinjection of dermal fillers,
neurotoxins, for example, acommon one that people are
familiar with is Botox,microderm abrasion services,
laser skin treatments, and othermedical devices that are used in
(40:56):
skin care treatments.
SPEAKER_01 (40:57):
So you talk about these services.
So what kind of cliniciansprovide these services at a
medical spa?
SPEAKER_03 (41:06):
Yeah, there is a variety of different clinicians
that typically work in a medicalspa setting.
Um thinking, you know,traditionally physicians, uh,
physician assistants, nursepractitioners, nurses, medical
assistants, and with theincorporation of some of the
spa-like services, thenon-medical services that are
(41:28):
sometimes included, it can bealso include estheticians who
provide those services.
SPEAKER_01 (41:35):
So uh in states that do regulate it, okay, how are
they regulated?
What kind of examples can yougive us?
SPEAKER_03 (41:45):
It mostly depends on the type of services that are
provided.
Um, some states, if they, youknow, they may have laser
registration, um, if the use ofmedical lasers is involved in
the practice.
Um, sometimes they involve lasersafety officers, um, as I
(42:07):
mentioned, with the addition ofthe spa light component, a
medical spa may even be requiredto have a cosmetology license in
addition to any other type oflicensure that may be required
by the state.
SPEAKER_02 (42:23):
Right.
Yeah, so Ashley, we we get callsall the time.
I feel like not only is this thewild west, but it's the most
popular thing that our officereceives phone calls from.
We get calls from physicians, weget our existing physician
clients, we get calls fromnon-physician clients all the
time.
Uh, hey, we want to set up amedi spa, we we want to do this,
(42:45):
we want to do botox, we want todo fillers, we want to do
lasers.
Um, right.
Hopefully they do call us beforethey actually do that.
But go ahead.
That's right.
But how how does the corporatepractice of medicine doctrine
fall into this?
I mean, you you said that somemedium some states regulate
medispas, some don't.
What is what is the corporatehow does the corporate practice
of medicine doctrine weave itsway into the world of medispas?
SPEAKER_03 (43:09):
Yeah, that's a great question, Jason.
And you know, to sort of um goback to what Sydney was talking
about earlier, you know, thecorporate practice of medicine
um, you know, prohibits um laypersons or corporations from the
practice of medicine, right?
So, you know, I think about thisin two different ways.
If it's a physician who'swanting to say, hey, I want to
(43:32):
set up a med spa practice, thenwe can do that.
Um, and that's you know a verysimple structure and making sure
that we're compliant with thestate regulations, you know, if
there's any registration of themedical spa, um, if there's any
licensure requirements, youknow, if there are certain
policies and procedures thatneed to be done.
Um, but if we're talking about anon-physician or, you know,
(43:57):
non-professional investor, thenwe really do have to look at
that corporate practice ofmedicine.
And that is going to be on astate-by-state basis and setting
up that MSO model that we weretalking about earlier in the
podcast.
SPEAKER_02 (44:10):
And would you say that it's also influenced by the
types of services and theclinicians that are providing
those services as well?
Because I would think thatdepending upon what range of
services you're providing, theremight be some states that even
if they do regulate them, theymight not require physician
ownership, depending upon theservices that are being
provided.
SPEAKER_03 (44:31):
Yeah, no, it definitely depends on the
services.
Um, when I think about you know,the type of services are being
provided, and you know, again,it varies by state, but the
scope of practice of theindividual.
So we have to look at is theprovider able to practice
independently?
What is within their scope?
(44:53):
Um, what training aroundaesthetic medicine have they
been provided?
Um, so we do have to considerwhat services are being
provided, what supervision, ifany, is needed, and the
delegation of services as well.
Um so the person providing thatas well as those who are, you
know, the supervis the personproviding supervision um needs
(45:16):
to be aware aware of that aswell as the um professional who
is rendering the care should beum familiar with both of those.
SPEAKER_01 (45:27):
Right.
So Ashley, what other kind ofregulatory considerations uh
when you deal with MediSPASshould be considered?
Like are medical directorsrequired?
SPEAKER_03 (45:39):
A lot of the states that have laws around medical
spas do require a medicaldirector.
Sometimes they require aclinical director, and sometimes
a person can fill in both thoseroles.
Um, but they are typicallyrequired to have specific
training around aestheticservices.
(46:00):
Um they're supposed to helpimplement policies and
procedures and provide theoversight of cosmetic procedures
performed.
Um and usually there is you knowthat supervision requirement
that I was talking aboutearlier, and it's really
careful.
Um, really important to becareful to pay attention to that
because um certain states mayrequire the medical director to
(46:24):
be on site 50% of the timewithin any given week, um, and
then available by other meansthe the rest of the time.
So it's important to take a lookat what those specific
requirements are.
SPEAKER_01 (46:36):
Right.
So it appears that it'severything with respect to
medispas are really statespecific.
You know, um are there somestates, do they have licensing
requirements for these?
SPEAKER_03 (46:50):
They do.
Um in the state of Rhode Island,um, the determination um for
medical spa looks at, you know,the ownership structure, um, the
services, and the professionallicensure of the owners, and
that can actually make themedical spa fall under the
requirements of a health carefacility and have a license in
(47:13):
the state of Rhode Island.
Um, there are some states basedon the corporate structure may
call for a medical spa to notonly be considered a healthcare
facility, but also be subject toa certificate of need
requirement, which isinteresting.
I don't think a lot of peoplethink about that.
(47:33):
Um, but I have seen that in mypractice where they have fallen
under the certificate of needprocess.
SPEAKER_01 (47:41):
Now, you know, why don't you give us some a few
items that if you were gonnaadvise uh lawyers as to how to
approach representing medicalspas, give them a couple points
of advice that you would saythat they should be aware of and
how they should address things.
SPEAKER_03 (48:03):
Yeah, I think some of the things that I think
about, you know, even if a statedoesn't have, you know, a
definition for a medical spa orum aesthetic services, I mean I
would certainly look and see ifif that is there.
But also sort of again lookingat who is providing the services
(48:27):
and what services are provided.
Because I think what isinteresting is that what
services and who's providing theservices and how the medical spa
is structured, it really canfall under these other areas
that we don't traditionallythink about, such as healthcare
(48:48):
facility licenses, um, stateregistration.
Um, for example, the state ofTennessee requires medical spas
to be registered.
Um, and also, you know, justthinking about other components
related to compliance measures.
Um, I think about complying withOSHA standards, um, patient
(49:08):
consents, um, looking atinfection control policies and
procedures and things aroundadverse events, although they're
not common necessarily in themed spa environment, they they
certainly can happen.
Um, so I think it's important tothink about that and then also
advertising requirements and howa med spa is holding itself out
(49:30):
for services.
SPEAKER_02 (49:31):
You know, I want to thank the the three authors and
speakers today for the wonderfulconversation.
I think this, for me at least,it was very insightful to hear
um more about these topics.
These are exciting topics thatare ever evolving in our our
industry.
Um, so thank you all for yourdedication and and work in this
(49:52):
and look forward to continuingthis conversation at AHLA
events.
SPEAKER_01 (49:56):
Thank you, everyone.
SPEAKER_05 (49:58):
Thanks so much.
Thank you.
Bye.
SPEAKER_00 (50:06):
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(50:29):
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SPEAKER_02 (00:17):
Well, hello everyone.
Uh my name is Jason Krizza.
I'm a partner at theWalenz-Goldman and Spitzer firm
in our corporate and health lawdepartments.
And I have the privilege of uhkicking off this AHLA podcast
where we're going to be talkingabout some topics that are very
important when you'rerepresenting physicians.
(00:37):
I have my co-moderator here,Michael Schaff, my partner, also
at Will Lentz-Goldman andSpitzer.
We've had the privilege andhonor of working with our former
colleague John Barry as theeditors of a brand new
publication that's coming out,the fifth edition of the AHLA
Representing PhysiciansHandbook.
(00:57):
And this book is really a greatresource for attorneys that are
representing physicians andtalking about some of these
issues that are often overlookedby some legal professionals who
aren't familiar with these typesof matters.
And Michael, why don't you tellus a little bit about this
handbook and a little bit aboutthe history of it?
SPEAKER_01 (01:17):
Sure.
Thank you, Jason.
Just so everyone knows this, I'mgoing back.
I'm probably a little bit olderthan a lot of you, so I have a
bit of a history understandingof how A.H.
Late started doing things.
But um for many years, mosthealthcare lawyers were hospital
lawyers.
They weren't physician lawyers.
(01:38):
And physician lawyers uhsprouted up over time.
Uh, but before that, it wasnormally the doctor's uh sister,
sister-in-law, brother-in-lawwho was a lawyer, may have just
been a real estate lawyer, theymay have done their house
closing, they may have uh doneother types of things, maybe
helped them get out of aspeeding ticket, et cetera.
(01:59):
And healthcare lawyers reallyfocused uh more so on on the
hospital uh uh situations.
Um and then with the uh additionof uh the um the Stark law and
the anti-kickback law, umphysicians need to have their
own little view of things.
And um AHLA decided to set up arepresenting physician uh
(02:25):
practice group, it used to becalled a Syslet.
And as part of that, um I wasone of the leaders of that
group.
And for a number of years, um alot of people within our
organization uh thought it wasreally important to write some
type of uh either a handbook orsome documentation or
(02:46):
publication that dealt withrepresenting physicians because
there wasn't any except achapter in the fundamentals book
that I had written on how torepresent physicians, the
buyout, et cetera, like that.
So around 2000, in the year2000, when we started talking
and trying to get things going,and uh like many things, things
(03:06):
took a little bit of time.
And it turned out that um at auh AHLA seminar in um in New
Orleans, uh a few of us gottogether uh and we had a liquid
lunch uh, so to speak.
And when you do that, yourjuices start to flow.
(03:28):
And uh we set up a task force uhthat myself and Cindy Reese from
Bassbury uh put together.
And at lunch we put out puttogether an outline of uh uh
representing physician handbook,the different types of topics,
et cetera.
And as part of that, uh thefirst edition was published in
(03:49):
2004.
Uh-huh.
And then what we did uh actuallyit was published in 2006.
Uh uh.
But we uh subsequently had uh asecond, third, and fourth
editions that were publishedbetween 2009 and 2016.
And now after nine years, uh theillustrious fifth edition is is
(04:10):
out there.
Um Jason?
SPEAKER_02 (04:13):
Yeah, so I think what's great about this is this
is a a living, breathingdocument.
And what we've done was we'vetried to add new chapters to
talk about new things and newtopics that are just increasing
or ever um you know new topicsin the law that people need to
be uh aware of.
(04:34):
So what we've done, we've gotthree speakers today who have
all authored chapters in thebook.
We're gonna talk about threetopics that we believe are sort
of cutting-edge topics in therepresenting physician space.
We've got private equitytransactions, uh, medi spas, as
well as non-compete agreements.
So the primary point of today'spodcast is to really delve into
(04:58):
some of these three topics andhear what our authors and
speakers have to say about them.
So, Michael, why don't you uhtake it away and introduce our
three illustrious speakers andauthors today?
SPEAKER_01 (05:09):
Certainly.
Um first of all, we're gonnahave Cindy Welsh.
Uh she wrote the chapter or wasa co-author of the private
equity and transactions.
She's a partner at Bradley, andshe primarily provides
regulatory advice to clientsengaging in merger and
acquisition and private equitytransactions.
(05:30):
Uh second, we're gonna have LeeMarie Cromwell.
Uh she wrote the chapter or wasa co-author with respect to
non-competes.
Uh she's a partner at Bass Berryand Sims.
Uh, she focuses on labor andemployment issues arising in
merger and acquisitiontransactions.
And uh our last speaker is uh isAshley Creech.
(05:54):
She wrote the chapter or or wasa co-author on Medispa's.
She's an associate at EpsteinBecker and Green.
She's a litigator and sheprovides regulatory advice and
works on uh transactions.
SPEAKER_02 (06:07):
Yeah, so Sydney, why don't we we start with you and
talk a little bit about privateequity transactions?
So, I mean, we're hearingprivate equity, private equity,
private equity every day.
Uh what is a private equitytransaction as it pertains to
healthcare?
What do the transactions looklike?
SPEAKER_05 (06:24):
Yeah, absolutely.
You know, and it's part of thereason that we have a new
chapter in this representingphysicians handbook on private
equity because it has becomesuch a popular vehicle for
physicians to participate insome sort of exit strategy, if
you will, or practice strategy.
Um, and what private equity isin the healthcare vehicle,
(06:47):
particularly for physiciantransactions, is it's a way for
private parties to engage insome sort of ownership interest
for for-profit in a healthcareentity.
And we've seen a rise inpopularity in part to give
alternatives to some of the moretraditional vehicles, such as
(07:10):
hospital purchases of physicianspractices that are, as we know,
much more limited in terms ofconstraints, particularly from a
regulatory perspective.
So, what the sources ofinvestment are doing on the
private equity front is movingfrom the physicians or the small
(07:30):
groups of investors to largerfirms that are managing the
funds for big groups ofindividuals or institutions,
many of which don't have any orhave very little healthcare
knowledge or experience.
And so that really the goal ofthe private equity transactions
is to deliver returns on theinvestments for these investors.
(07:53):
And they can do that in a numberof different ways.
Some of them involve taking outloans and then using the
facilities or the things thatare being acquired as collateral
to pay back the investors at ahigh rate of return, while the
organization itself is the onethat's carrying the debt.
They also engage in selling thefacilities and assets to other
(08:16):
investors or flipping the assetto another buyer for a large
multiplier, bringing a greatrate of return to the investors.
Others have viewed theinvestment as a way to give
capital to allow for expansionof the physician practice
platform and allow developmentof related services, or
(08:37):
leveraging experience for thingslike achieving efficiencies or
bringing value-based careservices to the table and
decreasing cost for you knowthrough vehicles such as group
purchasing of the things that wewould typically consider to be
back office support, butsignificant cost to physician
(08:59):
practices that overhead oftenrunning at a rate of about 60%.
So what the private equity firmsare doing are pulling this
capital from private investorsthat are willing to take on the
rest to acquire the platform.
And then, you know, whatphysicians and others have to
realize is that ultimately theintent is for there to be a
(09:24):
transaction strategy or an exitstrategy where the platform gets
sold to other private equityfirms or other strategic
corporate buyers on a long-termbasis.
So ultimately, in other words,that private equity investment
is different from a typical saleto a strategic buyer, such as a
(09:46):
health system or insurer, whichtheir goal is to buy it to keep
it and to generate more profitsthere on the private equity.
Generally speaking, the goal isfor that exit strategy or
transaction to take place,bringing a return on investment
to those group of investors.
SPEAKER_02 (10:06):
So, Sydney, you've mentioned that these could kind
of take the play the form ofmany forms.
You've got loans, you've saidthat there are platform
acquisitions.
And how does what's the commonstructure for these types of
things, these types oftransactions look like?
I assume there's a lot ofregulatory concerns when you're
structuring this with someonelike a private equity group that
(10:29):
may not be owned by physiciansor other clinicians.
SPEAKER_05 (10:34):
Yeah, that's absolutely right.
And that is really what drivesthe structure of these, you
know, transactions and thetransactions models to the point
where they're almostcookie-cutter innate at this
point in terms of what youexpect to see in the transaction
structure.
Um, you know, typically you'dhave an asset acquisition with
(10:57):
a, you know, um with a friendlyPC, what we would term a
friendly PC or managementservices organization structure
model.
In some states where you don'thave regulatory limitations in
the form of corporate practiceof medicine doctrine, you would
have the ability to have anequity investment in the
(11:18):
acquired entity, but most dohave those corporate practice of
medicine restrictions.
And so you see the friendly PCor MSO model.
And in that model, what we'reallowing to have happen by you
know by the structure is to havethe non-physician investors in
(11:40):
the practice through setting upof a management services
organization.
And so you have a conveyance ofnon-clinical assets typically to
the management servicesorganization.
And then the there remainseither a one or two, a small
number of friendly physicianowners or licensed professional
(12:03):
owners of the practice entity.
Um, and then a managementservices arrangement between the
management services entity andthe practice entity, where that
management services entityoftentimes is leasing back the
uh the assets to the physicianpractice, and then they're
(12:24):
providing all of the managementservices function, again, that
back office support in returnfor a fair market value fee that
it's providing to the practice,and the practice is paying back
to the management servicesorganization.
And so that's typically what wewould see on the management
(12:47):
services front.
And as I mentioned, the commonregulatory consideration for
that structure, that model, isthe corporate practice of
medicine doctrine, which iscommon in many states, which
simply says that you can't haveownership of a professional
services organization by anon-licensed individual.
(13:08):
And that leads to thatstructure.
There are other regulatoryconsiderations that go into the
structure, such as ourever-present anti-kickback
statute, STARK Law, False ClaimsAct, and then related state mini
start, mini-kickback type ofstatutes.
And then most recently we'veseen an uptick or resurgence in
(13:32):
the antitrust laws, as thoselaws have come back into play as
these platforms and add-ons, aswe call them, the initial
physician practice acquisitionand all those that follow, where
you've got the FTC and the othergovernment regulations,
regulators looking at who'sreally owning these entities and
(13:57):
making sure that they're notfollowing in a muck of the
antitrust laws.
And in essence, what that's ledto is a fair bit of scrutiny at
the federal level, and then inturn at the state level, calling
for transparency of theownership of the MSO entity or
(14:17):
directly the physician practiceentity if it's allowed in that
state, resulting in state lawsand statutes, regulations that
really is requiring disclosureoftentimes of the private equity
ownership and payment in thoseservice models.
SPEAKER_02 (14:35):
Yeah, it's interesting you say that because
I mean there's I know in NewYork there there have been some
laws about this type ofarrangement and disclosure.
Really haven't seen muchenforcement come from that yet,
but it seems like it's comingdown the pike.
And I know also in New York uhthey have their own, while the
Corporate Transparency Act seemsto be uh somewhat dead, they
(15:00):
have their own beneficialownership structure that they're
mandating, not just forhealthcare entities, but for all
and nearly all entities.
Um it's interesting that you saythat.
And I have a feeling we're gonnasee a lot more of this coming
down the pike.
SPEAKER_05 (15:13):
It keeps coming in fits and starts, right?
Um at the federal level andcertainly at the state level.
And as we all know inhealthcare, there are certain
states that tend to be morerobust about their regulation,
your jurisdiction of New Yorkbeing one, California, Texas,
and that's where we see a lot ofthe movement on some of these
(15:34):
regulatory efforts.
SPEAKER_01 (15:35):
Right.
Cindy, when you started talkingabout uh what private equity
transaction is in healthcare,you indicated that it's appears
to be very popular these days.
Can you explain why?
SPEAKER_05 (15:49):
So I think a large part of the popularity, and we
uh were drowning in privateequity transactions, as you
know, Michael, in 2021, um itwas just the pace was absolutely
bananas and it has remained youknow consistent, although not at
that level.
I think a large part, a lot ofthat has to do with the fact
(16:10):
that the physician practicespace, it provides the practices
and an alternative to a hospitalacquisition.
As physician practices have beenfor the past 10 plus years
struggling with um I've createdmy practice entity, um, I've
(16:30):
grown my practice entity, I wantto continue to do that, or I
want to leave the nextgeneration with the ability to
continue the practice function.
How do I access capital in a waythat allows me to survive when
I've got an overhead of 60%,where I've got hospitals
purchasing or employing otherphysicians coming out of the
(16:53):
marketplace, and we want to stayindependent, if you will.
And private equity transactionshave allowed physician practices
to do a couple of things.
Number one, gain access to thatcapital.
Um, they've also allowed them torealize a higher rate of return
because of the lesser regulatoryrestrictions on what can be paid
(17:19):
for and how monies can flow inthe structure and transaction
system that's created for thesetransactions.
And thirdly, um, they allow fora lot more flexibility on
physician autonomy and decisionmaking.
Now, don't get me wrong, therecertainly are restrictions and
(17:40):
things that get put in place,like the non-computes we're
gonna talk about later.
Um, but I think if you had toldmany of us as this wave of
private equity transactionsstarted, it kind of hearkened
back to the management companiesof the 1990s, and we would have
thought maybe this is not gonnabe a successful venture.
But many have said, we recognizethat we don't engage in the
(18:04):
running of the physicianpractices.
There's certain things we canoffer to them, but we will allow
a certain degree of autonomy.
And for the most part, um, atleast on my experience, the
physician practices have beenrelatively unencumbered and
relatively happy with the waythat they've been allowed to
(18:24):
continue the practice ofmedicine.
SPEAKER_01 (18:27):
Yeah.
Um, another question I have foryou is uh if you're an attorney
and you have a doctor who'sthinking about doing a PE deal,
or you're even a physicianthinking about it, uh what would
you suggest they look into as tothe potential challenges, the
downsides, like surprises thatare in store for either the uh
(18:51):
physician and the practice orthe lawyer representing them?
SPEAKER_05 (18:56):
So a couple of things, Michael.
I think um that it's reallyimportant for the practices to
understand that you don't getsomething for nothing.
Um and so this will be a changein how they are used to doing
business, at least in terms ofcontrol.
Um and there also has to be thereasonable expectation is always
(19:18):
set in terms of what money andwhat the monetary value is,
meaning that in the privateequity transaction, they may
realize a cash influx with theinitial acquisition, but they
shouldn't expect in turn thattheir employment compensation is
going to shoot dramatically upas well.
(19:38):
You know, in other words, youyou can't have both if there's
give and take in terms of theeconomics of the structure.
I think it's really importantfor physician practices
considering a private equitytransaction to make sure that
they have their house in order,right?
And so for them, that means acouple of things.
(20:00):
They need to be really wellinformed as to what the
economics of their practice isand what the value of their
practice is.
And they can do that in a coupleof different ways if they don't
already have a good businessunderstanding of their practice
and what the transaction means.
Some of that may come in theform of an engaging an
(20:21):
investment banker to work withthem and choosing that person or
firm carefully is veryimportant.
An initial step is probablygoing to be working very closely
with their accountant andappraiser to make sure that they
understand again what the valueand the economics are.
I think the other piece thatgoes hand in hand with that is
(20:42):
making sure that they alsounderstand where their warts
are.
If you could put your house onthe market, you need to make
sure that you understand wherethe flaws are that a potential
buyer is going to see andperhaps develop a remedial list
(21:06):
to fix some of those challengesand issues before you take your
practice to market in order thatyour practice doesn't get
devalued in the process.
Because once that taint is outthere, it's driving down the
value of the transaction or yourpotential transaction, the
(21:26):
marketplace.
And then lastly, and althoughthey're certainly more than the
ones that I'm going to mentionhere, I think it's also very
important for practices to thinkabout their group dynamics.
You know, oftentimes you mayhave a group of senior
physicians and a group ofyounger physicians.
(21:46):
And so the transaction where thesenior physicians are going to
recognize cash, and that is infact their exit strategy to the
practice of medicine, at leaston a shorter term basis than
those who have the runway infront of them.
They need to make sure thatthey've had conversations and
reconciled some of that tensionor potential contradiction on
(22:11):
the front side throughconversation and strategic
planning so that they can be allon the same sheet of music when
they go to market with theirtransaction and make sure that
they've looked at what all theoptions are.
Do they get greater value andgreater long-term success by
perhaps alternatively expandingtheir footprint and then looking
(22:33):
at going to a private equitytransaction down the road?
So all those are valuable thingsto be thinking about.
SPEAKER_02 (22:53):
And you know, we're looking forward to keeping up uh
up to date with this emergingarea of law.
Why don't we, you know, talk touh Lee Marie a little bit about
non-competes and have Lee Marietalk to us a little bit about
non-competes?
SPEAKER_01 (23:07):
Right.
So uh so Lee Marie, um, youknow, we always hear about
non-competes, what's going on.
Uh can you just explain to uswhat a physician non-compete
generally looks like and youknow, how are they drafted?
What do they generally restrict?
SPEAKER_04 (23:25):
Sure.
Um, so uh a physiciannon-compete at its core is just
a contractual obligation thatrestricts a physician, whether
it's an employee or anindependent contractor, a
shareholder, right?
Um, from either becoming acompetitor after that
relationship ends, or fromworking for a competitor after
(23:47):
the relationship ends.
Um, these restrictions are oftenfound in employment agreements.
They can be in independentcontractor agreements, um,
shareholder equity agreements,uh, an LLC agreement.
So there are, you know, variousplaces where you can find them,
also obviously in purchaseagreements.
But that's essentially whatthey're trying to stop, right?
(24:07):
Is that that competition afterthe relationship ends.
SPEAKER_01 (24:13):
Okay, so you know, I I also hear there's a common
law, significant common law withrespect to restrictive
covenants.
Can you, you know, tell us howthat works and is there what
kind of standard is it?
Is it a reasonableness standard?
How is that affected?
SPEAKER_04 (24:30):
Sure.
Yeah, so um there is no sort ofoverarching federal law
governing non-competes.
Uh we'll and we'll talk a littlebit more about that in a few
minutes.
But this body of law really isstate specific and it's
historically has been stronglycase law specific, right?
(24:53):
So the courts being uh broughtin to decide is this non-compete
reasonable or not.
Over time, you've seen a lotmore statutes pop up on a state
level regarding um non-competesand physician non-competes, and
we can talk about that in aminute.
But from a common lawperspective, every state has
(25:15):
some body of case law governingnon-competes.
They're all very similar from acase law perspective.
Um, so the the courts arelooking at um, is there
consideration?
That's sort of the the one ofthe fundamental questions, you
know, enough consideration tosupport the non-compete.
(25:36):
Number two, does the enforcingparty have a legitimate business
interest in what they're tryingto prevent, right?
The the competition that they'retrying to restrict.
And then third is um, is theagreement reasonable, right?
So is it drafted in a way that'snarrow, that you know, restricts
(25:59):
the worker while also protectingthese legitimate business
interests of the enforcingparty.
And so when considering whetherit's sufficiently narrow, the
courts will look at how long therestriction lasts, um, the the
geographic territory of therestriction, the scope, just the
overall breadth of therestriction, what is the
(26:20):
restriction stopping thephysician from doing?
Uh, and the court will sort ofweigh that, right?
What is this interest that theenforcing party has in stopping
unfair competition versus whatthe restrictions are and how uh
burdensome is it on thephysician in terms of their
(26:41):
ability to work?
SPEAKER_02 (26:43):
Lemerie, you mentioned that the courts look
at consideration, um, one of thekey components of enforcing
non-competes.
How does that really play intothe enforcement of these
covenants?
Can you delve a little bit moreinto that?
SPEAKER_04 (26:57):
Yes.
Um it varies by state, um, butwhat the courts look at is it's
things like did someone sign uma non-compete at the beginning
of the employment uhrelationship, such that the
consideration there is theopportunity to be employed, the
(27:19):
access to the employer'sgoodwill, access to their
patients, access to theirconfidential information and
their trade trade secrets, um,all of that, right?
So that goes into sort ofsupport the need for the
non-compete.
There are some states that haverules that say if you try to get
someone uh covered bynon-compete after they've
(27:41):
already started employment, whatare you giving them extra to
support that, right?
So are you giving them a raise?
Are you giving them a promotion?
Are you giving them a formalemployment agreement, maybe that
has, you know, some severance umrights in it?
Uh so those are the types ofthings the courts look at.
But I would say the primarything that we see in the case
(28:04):
law is that access toconfidential information uh and
trade secrets of the employer.
Um that, you know, that it sortof serves two purposes.
It can serve as consideration,but it also helps the enforcing
party prove I really do have alegitimate business interest in
(28:26):
stopping this competitionbecause I'm not just trying to
stop competition, I'm trying tostop someone from using right,
our trade secrets, ourconfidential information um
against us in an unfair way.
SPEAKER_02 (28:42):
I would assume that the non-compete in you mentioned
in the acquisition uh context,those, I mean they the the
consideration there is prettyclear.
It's the purchase price, it'sit's there's the clear quid pro
quo, and courts, I would assume,are generally going to enforce
those.
SPEAKER_04 (29:02):
There's certainly more deferential, uh, a hundred
percent, um, if it's in apurchase agreement.
Uh and then you also havenon-competes, as I mentioned,
that can be in an equityagreement, right?
The consideration there is youget to be an owner.
Uh, so that's obvious, thatthat's also obvious.
Um, but yes, there's certainlymore deference shown to um
(29:23):
non-competes in a purchaseagreement.
It doesn't mean they'reironclad.
I mean, we've seen the FTC takeissues with non-competes and
purchase agreements, we've seencourts, um, you know, even
Delaware courts um take issuewith it, but certainly more
deference there.
SPEAKER_01 (29:41):
So, what happens in a situation where you know
you're in court and a judgedetermines uh that the
restrictive covenant or aportion of it really should be
unenforceable.
It's uh it's overly broad broad.
So, for example, it's uh in acity environment, they're asking
for a 50-mile restrictivecovenant.
(30:02):
The judge says, wait a second,that's uh not good.
Do they just throw out theentire restrictive covenant or
or what do they do?
SPEAKER_04 (30:11):
Uh it depends on the state.
Uh that's always my answer fornon-competes.
Depends on the state.
Um, so every state has some lineof case law governing this.
And so you have some states inthe U.S.
that do not allow reformation orblue penciling at all.
The non-competes is eitherenforceable as it's drafted or
(30:34):
it's not.
Um, and so if the court findsthat it's not enforceable, then
the whole thing is just void,right?
There's just not going to be uha provision to enforce.
There are blue pencil states inwhich the courts are empowered
to strike several portions ofthe non-compete, and then they
(30:55):
can enforce the remaininglanguage.
And then there are reformationstates where the courts are
empowered to actually reform,redraft, you know, they they can
do more than just strike, theycan add some words, they can
take out words, they can do abit of rewriting to make it
(31:15):
enforceable under the law whilealso trying to keep, you know,
the the main purpose or goal ofthe restriction that the parties
agreed to.
Uh, so you know, just depends onwhere you are.
SPEAKER_02 (31:28):
Lee Marie, you and both you and Sydney had had
mentioned this earlier, the FTC.
So April 2024, the FTC adopted,you know, they implemented this
final rule that wouldeffectively ban most
non-competes, not just in thehealthcare field, but uh in like
across the country.
And then that was challengedpretty much right right away.
(31:50):
Uh and then there was the uhjudge in the Ryan case that
issued this nationwideinjunction.
The FTC initially appealed andthen kind of withdrew their
appeal.
It seems to me that the FTC banis pretty much dead at this
point.
Is that your understanding?
SPEAKER_04 (32:08):
Yes, that's right.
Uh it was really a Bidenadministration initiative under
the FTC commissioner at thattime.
Um the Trump administrationcertainly is not turning its
face, you know, with respect tonon-competes, but not focused on
a nationwide ban.
Uh the ban was blocked by thecourts.
(32:30):
The FTC isn't fighting it.
So as far as we know, it's sortof off the table.
Unless, of course, you know, ifthere's a switch in
administration again, we couldwe could go down that path once
again.
But for now, it is dead.
Um and there is not currentlyany sort of nationwide proposed
(32:51):
ban on non-competes.
SPEAKER_01 (32:53):
So following up on that, uh Lee Lee Marie, is you
know, my understanding is thatthere are some states that uh,
you know, after the FTC banbecame uh questionable, uh
started uh uh approving uh andpassing state-specific
opposition non-compete statutes.
Can you uh give some examples ofit and and and tell us about our
(33:16):
thoughts on that?
SPEAKER_04 (33:18):
Sure.
We have seen an explosion ofnon-compete statutes over the
last three to five years.
Um and again, they vary bystate, but in a nutshell, to
give you an idea, these statuteswill do things like set comp uh
thresholds, right?
You can't give someone anon-compete who's a physician
(33:39):
unless they make a certainamount.
Or um it'll restrict theterritory.
You you can only restrict themwithin five miles of their
primary practice site.
Um some states uh are banningnon-competes for physicians or
other healthcare workerscompletely.
Um some states have uh the Texasrecently did one where uh, and
(34:05):
they've had this for a while,there's a physician buyout
requirement.
So if you give a physician anon-compete, you have to give
them the right to buy out of it,to pay an amount to get out of
it.
Uh, but the recent change in thelaw in Texas also um capped the
non-compete tail at a year andcapped the territory at a
five-mile radius from theirprimary practice site.
(34:27):
Um, so you know, Texas,California, Indiana, Maryland,
DC, Montana, just throwing outsome names of states um that
have recently uh either enactedphysician non-compete statutes
or amended them to make them abit more restrictive.
So um anytime you're enteringinto a physician non-compete,
(34:50):
you have to check that statelaw.
Because the way that a lot ofthese are drafted, if you don't
comply with the statute, uh theentire non-compete is likely
void.
SPEAKER_02 (35:03):
So are there other alternatives, Lemarie, to like
your general five-mile radius oryou know, from this office or
these facilities?
Are there other ways thatphysicians or I should say
physician employers can protecttheir interests?
SPEAKER_04 (35:20):
Yes.
Um, and we've seen more of areliance on these as employers,
I think, just become morerealistic in their chances of
being able to enforce anon-compete, even if they can
get a physician to sign one.
So you can have non-solicitationprovisions, which keeps folks
from soliciting your personnel,right?
(35:40):
Your employees, yourcontractors, or from soliciting
your patients for a certainperiod of time after the
employment ends.
Um, you can have non-disclosure,right?
Protection of trade secrets,confidential information.
And those restrictions cangenerally run much longer than a
non-compete and a non-solicit.
(36:02):
Um, there we're seeing a lot offorfeiture provisions and
liquidated damages provisions,which essentially say you can
compete if you want to, right,for a year after you leave.
But if you do that, you're gonnaforfeit your equity that you
have in the in the practice, oryou're gonna pay a certain
amount in liquidated damages.
Um, we're also seeing a bit ofan increase in employment
(36:26):
agreements with longer liketerms that are set, right?
So you're gonna work here forfive years and you can't leave
unless you have good reason.
And if you do leave, then you'regonna be in breach, and so there
will be damages.
Um, so you know, those are sortof ways kind of around some of
(36:47):
them aren't perfect, right?
Um, some courts might look at anemployment agreement with a
five-year term and say, yeah,that's not reasonable.
Or they might consider aforfeiture provisions too
similar to a non-compete.
Uh, but they are at least, youknow, alternatives that we
definitely see employers trying.
SPEAKER_01 (37:06):
Thank you, Lulie Marie.
Uh, let's switch over to Ashleyabout medical spas, what I would
call now more of the wild, wildwest.
So uh Ashley, uh can you tell uswhat a medical spa is?
SPEAKER_03 (37:23):
Thanks, Michael.
Um, so for me, when I thinkabout a medical spa, I think
about an entity that providescosmetic medical services in a
spa-like setting.
Um, and we'll talk about just alittle bit what cosmetic medical
services or another name that'scommonly used, is aesthetic
medical services.
Um, as you mentioned, uh, youknow, it can be a little bit of
(37:46):
the Wild West.
Um, not every state has laws orregulations around uh medical
spas.
Um, but I will say as medicalspas continue to increase uh
their presence, more and morestates are looking at providing
sort of more regulations aroundwhat is considered a medical
(38:09):
spa, and even certain stateagencies, Board of Medicines and
other states are putting outguidance on how to be compliant
and provide a level of carewithin a medical spa.
So for a medical spa, I sort ofstarted with what I consider to
(38:30):
be a medical spa, but you know,we do have to look at the state
or the jurisdiction of where themedical spa is located.
As I mentioned, certain statesdo specifically define what a
medical spa is and what theyconsider to be those cosmetic
services.
And within those definitions ofa medical spa, there are certain
(38:55):
exemptions.
Um, you know, a provider maysay, well, wait a second, I
provide, you know, what can beconsidered aesthetic medical
services.
Am I subject to medical sparegulations?
Um, and there are exceptions.
Certain states will put forthexceptions that if it's a
physician office or adermatology practice, um, that
(39:16):
they're not necessarily requiredor considered to be a medical
spa.
Um, but then there's alsocertain caveats of well, if you
hold yourself out to be as amedical spa, or if over 50% of
the services that are providedto patients are these aesthetic
services that it may beconsidered a medical spa.
So you really do have to look atuh the type of services that are
(39:39):
being provided.
SPEAKER_01 (39:40):
Right.
So I asked what kind of serviceswould fall within the range as
an example of a medical sparather than a regular spa?
SPEAKER_03 (39:49):
Yeah, so a traditional spa would be, you
know, if you go somewhere to geta facial, um, certain body
treatments or non medicalskincare services.
And those services can still beincorporated into a medical spa.
But cosmetic medical services isreally what is the defining
(40:11):
point of the medical spacomponent.
And that can be defined reallybroadly as any service that
improves a person's appearancewithout promoting or preventing
an illness or a disease.
Some states actually providespecific examples that are very
(40:34):
helpful as far as what'sconsidered to be aesthetic
services, thinking aboutinjection of dermal fillers,
neurotoxins, for example, acommon one that people are
familiar with is Botox,microderm abrasion services,
laser skin treatments, and othermedical devices that are used in
(40:56):
skin care treatments.
SPEAKER_01 (40:57):
So you talk about these services.
So what kind of cliniciansprovide these services at a
medical spa?
SPEAKER_03 (41:06):
Yeah, there is a variety of different clinicians
that typically work in a medicalspa setting.
Um thinking, you know,traditionally physicians, uh,
physician assistants, nursepractitioners, nurses, medical
assistants, and with theincorporation of some of the
spa-like services, thenon-medical services that are
(41:28):
sometimes included, it can bealso include estheticians who
provide those services.
SPEAKER_01 (41:35):
So uh in states that do regulate it, okay, how are
they regulated?
What kind of examples can yougive us?
SPEAKER_03 (41:45):
It mostly depends on the type of services that are
provided.
Um, some states, if they, youknow, they may have laser
registration, um, if the use ofmedical lasers is involved in
the practice.
Um, sometimes they involve lasersafety officers, um, as I
(42:07):
mentioned, with the addition ofthe spa light component, a
medical spa may even be requiredto have a cosmetology license in
addition to any other type oflicensure that may be required
by the state.
SPEAKER_02 (42:23):
Right.
Yeah, so Ashley, we we get callsall the time.
I feel like not only is this thewild west, but it's the most
popular thing that our officereceives phone calls from.
We get calls from physicians, weget our existing physician
clients, we get calls fromnon-physician clients all the
time.
Uh, hey, we want to set up amedi spa, we we want to do this,
(42:45):
we want to do botox, we want todo fillers, we want to do
lasers.
Um, right.
Hopefully they do call us beforethey actually do that.
But go ahead.
That's right.
But how how does the corporatepractice of medicine doctrine
fall into this?
I mean, you you said that somemedium some states regulate
medispas, some don't.
What is what is the corporatehow does the corporate practice
of medicine doctrine weave itsway into the world of medispas?
SPEAKER_03 (43:09):
Yeah, that's a great question, Jason.
And you know, to sort of um goback to what Sydney was talking
about earlier, you know, thecorporate practice of medicine
um, you know, prohibits um laypersons or corporations from the
practice of medicine, right?
So, you know, I think about thisin two different ways.
If it's a physician who'swanting to say, hey, I want to
(43:32):
set up a med spa practice, thenwe can do that.
Um, and that's you know a verysimple structure and making sure
that we're compliant with thestate regulations, you know, if
there's any registration of themedical spa, um, if there's any
licensure requirements, youknow, if there are certain
policies and procedures thatneed to be done.
Um, but if we're talking about anon-physician or, you know,
(43:57):
non-professional investor, thenwe really do have to look at
that corporate practice ofmedicine.
And that is going to be on astate-by-state basis and setting
up that MSO model that we weretalking about earlier in the
podcast.
SPEAKER_02 (44:10):
And would you say that it's also influenced by the
types of services and theclinicians that are providing
those services as well?
Because I would think thatdepending upon what range of
services you're providing, theremight be some states that even
if they do regulate them, theymight not require physician
ownership, depending upon theservices that are being
provided.
SPEAKER_03 (44:31):
Yeah, no, it definitely depends on the
services.
Um, when I think about you know,the type of services are being
provided, and you know, again,it varies by state, but the
scope of practice of theindividual.
So we have to look at is theprovider able to practice
independently?
What is within their scope?
(44:53):
Um, what training aroundaesthetic medicine have they
been provided?
Um, so we do have to considerwhat services are being
provided, what supervision, ifany, is needed, and the
delegation of services as well.
Um so the person providing thatas well as those who are, you
know, the supervis the personproviding supervision um needs
(45:16):
to be aware aware of that aswell as the um professional who
is rendering the care should beum familiar with both of those.
SPEAKER_01 (45:27):
Right.
So Ashley, what other kind ofregulatory considerations uh
when you deal with MediSPASshould be considered?
Like are medical directorsrequired?
SPEAKER_03 (45:39):
A lot of the states that have laws around medical
spas do require a medicaldirector.
Sometimes they require aclinical director, and sometimes
a person can fill in both thoseroles.
Um, but they are typicallyrequired to have specific
training around aestheticservices.
(46:00):
Um they're supposed to helpimplement policies and
procedures and provide theoversight of cosmetic procedures
performed.
Um and usually there is you knowthat supervision requirement
that I was talking aboutearlier, and it's really
careful.
Um, really important to becareful to pay attention to that
because um certain states mayrequire the medical director to
(46:24):
be on site 50% of the timewithin any given week, um, and
then available by other meansthe the rest of the time.
So it's important to take a lookat what those specific
requirements are.
SPEAKER_01 (46:36):
Right.
So it appears that it'severything with respect to
medispas are really statespecific.
You know, um are there somestates, do they have licensing
requirements for these?
SPEAKER_03 (46:50):
They do.
Um in the state of Rhode Island,um, the determination um for
medical spa looks at, you know,the ownership structure, um, the
services, and the professionallicensure of the owners, and
that can actually make themedical spa fall under the
requirements of a health carefacility and have a license in
(47:13):
the state of Rhode Island.
Um, there are some states basedon the corporate structure may
call for a medical spa to notonly be considered a healthcare
facility, but also be subject toa certificate of need
requirement, which isinteresting.
I don't think a lot of peoplethink about that.
(47:33):
Um, but I have seen that in mypractice where they have fallen
under the certificate of needprocess.
SPEAKER_01 (47:41):
Now, you know, why don't you give us some a few
items that if you were gonnaadvise uh lawyers as to how to
approach representing medicalspas, give them a couple points
of advice that you would saythat they should be aware of and
how they should address things.
SPEAKER_03 (48:03):
Yeah, I think some of the things that I think
about, you know, even if a statedoesn't have, you know, a
definition for a medical spa orum aesthetic services, I mean I
would certainly look and see ifif that is there.
But also sort of again lookingat who is providing the services
(48:27):
and what services are provided.
Because I think what isinteresting is that what
services and who's providing theservices and how the medical spa
is structured, it really canfall under these other areas
that we don't traditionallythink about, such as healthcare
(48:48):
facility licenses, um, stateregistration.
Um, for example, the state ofTennessee requires medical spas
to be registered.
Um, and also, you know, justthinking about other components
related to compliance measures.
Um, I think about complying withOSHA standards, um, patient
(49:08):
consents, um, looking atinfection control policies and
procedures and things aroundadverse events, although they're
not common necessarily in themed spa environment, they they
certainly can happen.
Um, so I think it's important tothink about that and then also
advertising requirements and howa med spa is holding itself out
(49:30):
for services.
SPEAKER_02 (49:31):
You know, I want to thank the the three authors and
speakers today for the wonderfulconversation.
I think this, for me at least,it was very insightful to hear
um more about these topics.
These are exciting topics thatare ever evolving in our our
industry.
Um, so thank you all for yourdedication and and work in this
(49:52):
and look forward to continuingthis conversation at AHLA
events.
SPEAKER_01 (49:56):
Thank you, everyone.
SPEAKER_05 (49:58):
Thanks so much.
Thank you.
Bye.
SPEAKER_00 (50:06):
If you enjoyed this episode, be sure to subscribe to
AHLA Speaking of Health Lawwherever you get your podcasts.
For more information about AHLAand the educational resources
available to the health lawcommunity, visit AmericanHealth
Law.org and stay updated onbreaking healthcare industry
news from the major mediaoutlets with AHLA's Health Law
Daily Podcast, exclusively forAHLA comprehensive members.
(50:29):
To subscribe and add thisprivate podcast feed to your
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