Brown McCarroll Attorneys at Law

The health care industry is experiencing a trend toward more consolidations. Physician groups and hospitals are consolidating, and health care systems are being created to offer a complete continuum of care. We expect this trend to continue and are well-positioned to counsel our clients regarding these formations.

The questions our attorneys help clients answer include:

• How can you compliantly structure your joint venture?
• How will the transaction affect your 501(c)3 tax exemption?
• What operational and regulatory issues should you consider?
• How will your revenue stream be impacted?

From the outset we analyze the proposed transaction under the applicable statutes and regulations, create a structure that minimizes regulatory risks, and develop models that excel operationally and financially.

We represent providers of all types forming new business arrangements, including:

• Medical groups
• Hospitals
• Independent Practice Associations (IPAs)
• Physician Hospital Organizations (PHOs)
• Ambulatory Surgery Centers (ASCs)
• Other practice arrangements

Physician practice agreements are complex.  Many affiliating parties seek our help to document all necessary operational considerations – utilization, review programs, quality assurance plans, credentialing criteria – to ensure that tax, reimbursement, financing, and information system matters are properly addressed and integrated.

Our attorneys are sensitive to the importance of relationships between providers and payors and work to maintain these relationships through the transaction process.

Start Up / Formation

When it comes to start-ups and forming new organizations, our attorneys learn your objectives and goals so we can counsel you on potential structures that will allow you to achieve your goals.

Our experience includes organizing independent practice associations (IPAs) and physician hospital organizations (PHOs) that have encompassed groups with as few as three to over 250 physicians.

Physician practices rely on our help to craft organizational structures that maximize opportunities while responding to federal, state, and private payor health care initiatives.

Joint Ventures

Joint ventures have their own unique challenges and our attorneys have decades of experience helping clients create structures that comply with regulations and anticipate potential issues.

Although we have offices in four of Texas’s major cities, we have structured joint ventures that involve hospitals, ambulatory surgery centers and imaging centers in a number of other states, including Arizona, Alaska, Alabama, Florida, New Mexico, Tennessee, Missouri, Nevada, and New York.   

Mergers and Acquisitions

Our health care group works closely with our corporate attorneys to provide you with the added guidance required with mergers and acquisitions.

As more and more groups and facilities consolidate, larger practices are encountering the need to bring in or create management companies to help run the business.  Our attorneys are also experienced and available to advise you on setting up and working with management companies.

Private Offerings

Our attorneys assist in all facets of the funding process, including assistance with finding “angel” investors and preparing the necessary offering documents.

Tax

Our health care group works collaboratively with our tax attorneys on many health care business transactions.

Non-profit health care providers rely on us to help preserve their 501(c)3 tax exemption in business combinations.  We give tax-exempt organizations guidance in structuring physician recruitment packages in order to avoid private inurement or impermissible private benefit sanctions.

We also offer tax advice related to for-profit transactions.