Author: creativeklick

Prepared by: Carlos Arce, Esq.

Florida Healthcare Law Firm

Looking for a healthcare business opportunity but don’t want to deal with insurance? Look no further than MedSpas! MedSpas offer a variety of non-medically necessary healthcare services such as Botox, IV hydration therapy, facial procedures, hormone therapy, weight loss, and rejuvenation or anti-aging therapy. These services require a healthcare provider to render them, in accordance with the provider’s scope of practice. While these services may not be reimbursed by insurance, they can be paid for directly by the patient receiving them, making for an excellent cash-based business.

Starting a MedSpa is a similar legal process as any business, but there are important specific considerations to keep in mind before diving in. First and foremost, it’s crucial to determine what services the medspa plans on offering and how the business will charge for them. Additionally, it’s important to consider the age group of target patients, since their insurance will help determine what the right insurance policies are for the business. Lastly, keep in mind that local licensing requirements often vary depending on the types of services offered.

While MedSpa owners do not need to be licensed healthcare providers, it’s important to understand the regulations to operate a medspa business within the law. One reason the state of Florida allows this is because MedSpas do not reimburse claims from insurance, therefore, they are not required to have an Agency for Health Care Administration (AHCA) license. Under Florida law, licensed healthcare providers are required to diagnose patients prior to receiving services. This step is crucial in ensuring compliance with applicable laws and protecting patients when considering opening a medspa business.

Even though the state of Florida doesn’t require a special license for MedSpas, they are still considered medical practices and must comply with certain regulations. This includes patient privacy laws, proper record-keeping procedures, and maintaining licensure for all healthcare providers. It’s also important to note that Florida has specific laws regarding fraud and abuse, including illegal referral payments and fee splitting. Stay compliant and ensure the safety of your patients by following these regulations before diving in to medspa business ownership.

Attorney Carlos H. Arce works with the Florida Healthcare Law Firm in Delray Beach, FL. He has deep experience with health law, business law, and mergers & acquisitions. Carlos has handled multi-million-dollar healthcare transactions and has served as out-of-house counsel to various small to large healthcare entities. He can be reached via email at [email protected] or by calling 561-455-7700.

You’ve reached the point where you’re ready to sell your veterinarian practice and move into a different role in your professional career. But how do you evaluate offers from various buyers, including a private equity buyer?

Here are a few key questions to ask before you sign a letter of intent to sell your practice:

• Is there a financial holdback? If so, what are the terms?
  • Many buyers will expect to hold back a percentage of the purchase price for various reasons. Most commonly, its to ensure that the seller performs the conditions of the transition or that the seller has been accurate and truth in regards to the representations and warranties made regarding the practice. its important to understand how you fulfill the terms to receive the full purchase price.
• Will another doctor be brought in to support the transition?
  • If you’re ready to retire, you are going to want to know the plan to get you there. As a seller, you’ll be the key person to bridge the gap from your ownership to a new owner and ultimately, you’re the key and sole provider too. Its key to know the plan for bringing in (and choosing) a new dentist to take over the patient care as you transition out.
• Can you speak with other veterinarians that have previously sold to this buyer?
  • If a buyer has made multiple acquisitions wherein the seller has remained on board for some time, they should provide some contact information for other sellers that you can speak to and ask questions. There is no better way to gauge if this is the right opportunity for you than to speak with others that previously sold.
• What is the value of the rollover equity, and how is it valued?
• What happens to key employees and associates?
• How long do you have to work before your rollover equity is vested?

The list goes on, but early on, these questions can frame the structure of the deal and post-Closing life for you.

Understanding the distinction between W2 employees and 1099 independent contractors is vital for both businesses and workers alike. As a general matter, employees typically work under the direction and control of an employer, while independent contractors have more autonomy over their work. This among numerous additional considerations affects various aspects of the relationship, including tax obligations, benefits, and legal protections. One critical impacted of this classification is the healthcare compliance analysis for payment structures. This analysis is important for both businesses and workers to ensure that payment structures adhere to the applicable regulatory standards that govern a specific classification. Navigating relationships in healthcare not only demonstrates a commitment to the well-being of workers, regardless of their employment classification, but may avoid potential legal and taxation penalties, lawsuits, and reputational damage for businesses and workers alike. Therefore, it’s important to thoroughly talk through this analysis with an experienced healthcare lawyer to mitigate risks not only out of employment and taxation concerns, but from a healthcare compliance perspective as well.

Intravenous (IV) hydration therapy has gained popularity in recent years as a quick and effective method to rehydrate and rejuvenate the body. Therefore, we are seeing an extreme uptick in the amount of new and existing healthcare businesses who have provided for such treatments in their menus of services. Amidst its benefits, it’s crucial to emphasize the significance of informed consent in this practice. Informed consent ensures that patients are fully aware of the procedure, its potential risks, and benefits before proceeding with a given provider of services. This transparency not only fosters trust between healthcare providers and patients and empowers individuals to make educated decisions about their health, but also protect healthcare providers from professional liability in many ways. By prioritizing legal compliance with informed consent in the IV hydration industry, healthcare professionals may rest assured that their patients and businesses are protected.

Oftentimes healthcare businesses prioritize healthcare clinic related licenses, without first obtaining basic business licenses, or business tax receipts. For entrepreneurs venturing into the realm of opening a new healthcare related business, acquiring the necessary business licenses is paramount, just as much as acquiring the appropriate healthcare facility license may be. Whether you’re starting a brick-and-mortar establishment or opening a mobile or telehealth business, each county and local municipality has its specific requirements for particular business models. Neglecting to research and obtain the appropriate licenses could lead to serious repercussions, including the potential for immediate shutdowns. Therefore, it’s essential to thoroughly research and comply with all local licensing regulations in addition to the larger requirements at a state level, to maintain the legitimacy and continuity of your business operations. Doing so will not only avoid penalties but will build your business’ trust and credibility within its community.

The Agency for Healthcare Administration (“AHCA “) has recently introduced new and updated healthcare clinic forms for application submission. When submitting healthcare clinic licenses to AHCA, it is crucial to ensure that the correct and most updated version of the forms are submitted, as the new forms require additional information, and each applicant only has one opportunity to provide all necessary information during a very brief omissions process, otherwise healthcare clinic licensure will be denied. These forms play an essential role in AHCA’s facilitation of efficient healthcare clinic licensure to healthcare businesses throughout the state. Failure to submit the correct forms may result in delays, inaccuracies, or outright denials impacting both patients and healthcare providers alike, specifically with respect to the ability to compliantly submit claims to insurers. Therefore, we urge all prospective healthcare clinic licensees to review, complete and submit the updated forms to foster a more seamless healthcare clinic licensure process.

As an associate veterinarian, its easy to fall into the continuous cycle of contract auto-renewals. You sign a contract, put your head down and start working hard to build a schedule, continue to educate yourself, and produce in order to justify your position. Before you know it, you’re 2 or 3 years in and still getting compensated under the same terms you signed while in school or residency. So when is the right time to renegotiate?

The answer is, it depends. It depends on your goals with the renegotiation. It depends on how well your first few years have gone in terms of production and development. It depends on the employer. More important than timing is preparation. Are you prepared to support your proposals with information that demonstrates good reason for those changes?

While timing is not the key factor, when it comes to the terms in your agreement, timing is key. For example, if the contract specifically requires you to renegotiate during specific time frames, you must abide by those time frames. This means preparation in advance and ensuring you’ve had access to production reports and additional documentation that demonstrates your success thus far. In any case, don’t be afraid to broach the subject. If you don’t ask for it, you won’t get it.

A lawyer’s primary role in a veterinarian practice transition is to protect their client’s interest, whether they represent a buyer or seller. Most importantly, its important for a lawyer to ensure that the language in purchase documents actually match the spirit and intention of the deal. No one ever expects that a transition will lead to litigation, but if one party misrepresents key facts, or fails to fulfill a responsibility, it can create problems post-closing. Things can be overlooked by a client when they’re thinking about the money or opportunity, but it is usually weeks or months after closing that the real problems arise. Without a complete purchase agreement that contemplates these issues, post-closing disputes have no teeth or remedy.

A lawyer should also be the leader of the transaction to ensure that it moves efficiently and without interruption. A typical transaction involves at least 6 parties – the buyer, the seller, a practice broker, a lender, a practice consultant and a CPA. Sometimes, it involves more than that (not to mention spouses, employees, and patients). Each of these parties have multiple things occurring at once and while deadlines are flexible in general, lending puts the most pressure on a deal closing due to interest rate locks.

A lawyer should also be a mediator. At times, hard conversations must occur. Whether it be about the structure of the deal, the transition period, post-closing obligations, or otherwise. A lawyer can step in to help find middle ground or the lawyer can be the “bad guy” that the client needs to use to explain a position or proposal to the other party.

Buying or selling a veterinarian practice can be one of the highlights of your professional career. At the same time, for some, its their biggest investments while for others it’s the key to their retirement after a lifetime of achievements and success. Its not all roses, however, throughout the transaction and while ideally a transaction runs smoothly from start to finish there are a number of issues that could arise and derail a deal.

Loans and Liens

Its hugely important to ask the right questions to uncover any lingering practice or real estate loans well prior to closing of the practice sale. A late discovered loan can create a delay until the parties determine who holds the loan, the pay off amount, and if there are any liens attached to the practice.
Legal Issues
Does the practice have any outstanding or pending legal claims? This could be malpractice, employment, or even business to business. As an example, a seller might have a business name or logo that potentially infringes on another trademark. If this hasn’t been uncovered, or disclosed, it can seriously impact the deal and the transaction.

Corporate matters

Has the seller kept their corporations active? If the seller’s corporation is not in active status, this creates a hurdle to selling assets or the practice real estate. In fact, it becomes a roadblock until that entity becomes active again. As a seller, you want to ensure well in advance that your entity is in good standing and has the ability to transact business, otherwise you will spend additional time and money to bring it to order.

Lending

Many buyers seek third party financing to purchase the practice or real estate. What many buyers and sellers don’t realize is the impact and influence a lender might have on the terms of the deal and transition of providers. If there are terms that conflict with the lender requirements, this can create another hurdle for the parties to resolve prior to closing.
While these issues don’t affect every practice transition, they can certainly create a headache if uncovered towards the end of the deal (or after closing!). The key is to prepare early, plan, and do your due diligence whether you’re a buyer or seller in order to optimize you opportunities.

Partner Concerns and Preferences

Many times, multiple partners are selling and this can create a conflict as to what is best for the company or the partners. When this happens, its important to discuss with the partners, as well as with the buyers to ensure that each partners individual needs are met. Sometimes, this is accomplished through side-letter agreements. Additionally, it’s imperative that the partners have tax counsel to advise them on how they will receive their purchase price plus how any rollover equity will be attributed to them. In some cases, it’s through an aggregator entity which might me it’s not as easily available to the partner, especially if they want to leave before others.

Each state has its own laws which means we have 50 different layers of guidance when it comes to the requirements for an initial patient interaction prior to administering treatment. After the on-set of COVID, many states adopted new laws regarding the use of telehealth. Unfortunately, there is not one specific rule that applies. The only constant is that wherever a patient is at the time of exam, is where the provider/prescribe must be licensed. From there, state law takes over. In many states, treatments can occur via telehealth, but the big hurdle is when it comes to prescribing controlled substances. Many states still fall in line with current Federal law, which prohibits the prescribing of controlled substances without first seeing a patient in person. Florida, has gone further in the progression by allowing prescription of controlled substances via telehealth, and even re-defining telehealth in many cases to require only audio interactions. Federal law, however, is in a holding pattern until next year (meaning, the laws are lax and currently exempt), allowing for prescribing of controlled substances after only a telehealth interaction, if deemed appropriate by the prescriber. It’s important to keep an eye on this before building a clinic model around it.