Discover the remarkable career of Attorney Jeff Cohen, a trusted Florida legal expert known for his success in personal injury, civil litigation, and business disputes. With a client-first approach and a commitment to justice, Cohen’s work not only achieves results but also sets a standard of excellence in the legal profession.
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By: Carlos Arce
As companies grow, revenue increases, teams expand, and the vision of success becomes reality. However, this success can also expose foundational issues if the original legal and operational structure no longer aligns with the evolving needs of the business. Many founders discover that what once worked is now creating friction, limiting opportunities, and introducing new risks.
This is a common crossroads in a business’s development: realizing that the initial setup is now a barrier to achieving future goals. At this point, corporate restructuring becomes not just prudent, but essential. This process should not be viewed as a sign of failure, but as a strategic evolution to meet both current challenges and long-term aspirations. Whether planning an exit, managing the complexities of rapid growth, or bringing on new partners, adapting the business structure is critical for securing future success.
For many entrepreneurs, building a scalable and sellable company is a key objective. Planning for an exit should influence strategic decisions from the earliest stages. Yet, founders often become so immersed in the daily demands of the business that the corporate structure is overlooked, making the eventual sale more challenging.
Buyers are drawn to businesses with clear, transparent structures. Assets, liabilities, ownership interests, and intellectual property should all be straightforward and well documented. A tangled or outdated structure can delay or even derail negotiations, frequently resulting in a reduced valuation. For instance, companies operating as sole proprietorships or simple LLCs with commingled personal and business finances present unnecessary risk to acquirers.
Working with a healthcare business attorney, founders can prepare by creating a “clean room” environment: organizing financials, clarifying ownership, ensuring contracts are current, and securing intellectual property within the right entity. Taking these actions early not only streamlines the exit process, but also significantly enhances the value and appeal of the business.
Fast-growing businesses often start with the simplest legal structures to minimize costs and move quickly. While practical in the beginning, this approach can become unsustainable as an organization’s size and complexity increase.
Lack of clarity around roles, responsibilities, and ownership can result in serious operational headaches. Ambiguity regarding the ownership of intellectual property or decision-making authority leads to internal friction and inefficiencies as companies expand. Formal structures that define these relationships are essential for maintaining control and operational excellence.
Emerging healthcare and life sciences sectors, such as peptides, present additional regulatory challenges. Changing regulations can introduce significant risk to companies not structured to isolate liabilities. In these cases, a thoughtful restructuring plan—such as “siloing” business units into separate legal entities under a parent company—can provide crucial protection. With expert legal guidance, risk is contained so that setbacks in one unit do not threaten the entire enterprise. This approach enhances resilience and supports agile responses to shifting legal or market landscapes.
The original choice of corporate entity directly affects the ability to attract capital and add key partners. Structures that once served the business well may now limit fundraising and collaboration opportunities.
For example, the S Corporation (S-corp) is popular for small business tax advantages but imposes strict limits on the number and type of shareholders. Only one class of stock is permitted, and ownership is limited largely to U.S. citizens or residents. This restricts the ability to create varied investment opportunities, such as preferred stock for venture capitalists or equity incentives for executives.
Restructuring, often through conversion to a C Corporation, opens the door to a wider range of investors and partners. C-corps allow multiple classes of shares, facilitating the participation of venture capital, strategic partners, and top-tier talent. Legal professionals specializing in healthcare business law can guide founders through the process, ensuring the transition aligns with strategic growth plans and industry regulations.
Corporate restructuring is a natural stage in a company’s journey. Early decisions made for speed or simplicity often require reexamination as the business matures. Ongoing assessment and adjustment of the corporate framework allow organizations to capitalize on opportunity, minimize risk, and pave the way for sustainable growth.
Engaging a healthcare business attorney can make the process smoother and more effective. Expert guidance helps founders anticipate challenges, avoid common pitfalls, and position businesses for both immediate needs and long-term goals.
For founders who recognize their structure may be holding the company back, now is the time to seek professional guidance. A proactive approach to corporate restructuring will not only resolve current limitations but also prepare the organization to seize future opportunities in a dynamic healthcare market.
By: Jeff Cohen
The use of compounded peptides, particularly GLPs (glucagon-like peptides), presents a complex and nuanced landscape for licensed clinicians. While these treatments offer potential benefits, they are not without risks. Clinicians must navigate a web of regulatory, legal, and ethical challenges, including:
Licensed clinicians face heightened exposure to these issues simply by virtue of their professional licensure. To navigate this challenging environment, they must take proactive steps to understand and mitigate their risks. Key measures include:
A. Understanding the Legal and Regulatory Landscape
Clinicians should engage in thorough discussions to fully grasp the laws, options, and risks—not just those related to the FDA but also state-level regulations and broader legal implications.
B. Ensuring Comprehensive Professional Liability Coverage
It’s critical to confirm that professional liability insurance includes regulatory defense, not just medical malpractice coverage. The use of compounded peptides can attract scrutiny from both state and federal regulators.
C. Utilizing Tailored Informed Consent
Clinicians should employ highly specific, well-crafted informed consent documents tailored to the peptides they recommend. These documents should clearly outline the risks and regulatory status of the treatments.
D. Verifying Product Quality
Unlike FDA-approved branded products, compounded peptides lack the same level of regulatory oversight. Clinicians must ensure the quality of the products they use and be prepared to counter the perception that their use of compounded products is driven by financial motives.
E. Maintaining Clinical Leadership
Above all, clinicians must apply the same rigorous clinical leadership to the use of compounded peptides as they do to every patient encounter. This includes proper diagnosis, prescribing, treatment, and documentation.
Clinicians interested in prescribing compounded peptides must dedicate the time and effort to thoroughly investigate the associated liability and regulatory nuances. By doing so, they can make informed decisions and implement strategies to mitigate risks. As the old adage goes: Measure twice, cut once.
By: Michelle Caputi
Ending a physician employment agreement is a significant decision that requires careful planning and attention to detail. Whether you’re moving on to a new opportunity, stepping away from clinical practice, or simply seeking a better fit, the way you handle your termination can have lasting effects on your career, reputation, and relationships within the medical community.
Step 1: Review the Termination Provisions
The first step in terminating your physician employment agreement is to carefully review the termination provisions in your contract. These provisions outline the rules and requirements for ending the agreement, including:
· Termination for Cause vs. Without Cause: Most physician contracts allow for termination either “for cause” or “without cause.” Terminating for cause typically involves specific reasons outlined in the contract, such as misconduct or breach of duties. However, this can have serious implications for your future employment and references. Terminating without cause is often the safer route, but it’s important to consult with a healthcare attorney to determine the best approach for your situation.
· Notice Period: Many contracts require a specific notice period before termination. This could range from 30 to 120 days or more. Failing to provide proper notice could result in financial penalties or legal disputes.
Step 2: Understand the Notice Requirements
Once you’ve reviewed the termination provisions, it’s time to focus on the notice requirements. Pay close attention to:
· How to Provide Notice: Your contract may specify how notice must be given—whether it’s in writing, via certified mail, or through another method. Following these instructions to the letter is critical to ensure your termination is valid.
· Timing: Make sure you provide notice within the required timeframe. If you’re planning to terminate without cause, giving ample notice can help maintain goodwill and ensure a smoother transition.
Step 3: Check for Non-Compete Provisions
Non-compete provisions, also known as restrictive covenants, are common in physician employment agreements. These clauses may limit your ability to practice within a certain
geographic area or timeframe after leaving your current employer. Before terminating your agreement, review the non-compete language carefully to understand:
· Scope and Duration: How far does the restriction extend, and for how long? Are there exceptions for certain types of practice or locations?
· Enforceability: Non-compete clauses are subject to state laws, and their enforceability can vary widely. A healthcare attorney can help you assess whether your non-compete is likely to hold up in court.
Step 4: Evaluate Tail Coverage
Tail coverage is a critical consideration when terminating a physician employment agreement. This type of insurance provides protection against malpractice claims that arise after you leave your employer but are related to incidents that occurred during your employment. Key questions to ask include:
· Who Pays for Tail Coverage? Some contracts require the employer to cover the cost, while others place the responsibility on the physician.
· What Are the Costs? Tail coverage can be expensive, so it’s important to budget for this expense if you’re responsible for it.
Step 5: Review Indemnification Language
Indemnification clauses outline how liability is handled during your employment. Before terminating your agreement, review this language to understand:
· Your Coverage: Were you adequately protected during the course of your employment? Are there any lingering liabilities you need to address?
· Post-Termination Obligations: Does the indemnification clause impose any obligations on you after you leave?
Step 6: Consider the Impact of Termination
Terminating your employment agreement is not just a legal and financial decision—it’s also a professional and relational one. Consider the following:
· Future Employment and References: Terminating for cause can raise red flags for future employers and may impact your ability to secure positive references. Whenever possible, lean toward terminating without cause to preserve your professional reputation.
· Community Relationships: Maintaining positive relationships with facilities, medical staff, and colleagues is essential, especially if you plan to continue practicing in the same area. A respectful and professional approach to termination can go a long way in preserving these connections.
Step 7: Consult with a Healthcare Attorney
Terminating a physician employment agreement is a complex process with significant legal and professional implications. Consulting with a healthcare attorney can help you:
· Understand your rights and obligations under the contract.
· Navigate the termination process smoothly and avoid potential disputes.
· Protect your career, reputation, and financial interests.
Ending a physician employment agreement is never a decision to take lightly, but with careful planning and the right guidance, it can be a positive step forward in your career. By reviewing your contract, understanding your obligations, and seeking legal advice, you can ensure a smooth transition and set yourself up for success in your next chapter.
By: Caitlin A. Koppenhaver
Effective July 1, 2025, Florida’s CHOICE Act (Contracts Honoring Opportunity, Investment, Confidentiality, and Economic Growth) significantly expands the enforceability of noncompete and garden leave agreements, making Florida one of the most employer-friendly states in the country for restrictive covenant enforcement.
Who Is Covered?
The law applies to employees and independent contractors earning more than twice the average annual wage in their Florida county of residence or the employer’s principal place of business. Healthcare practitioners are specifically excluded. Both Florida-based employers and out-of-state companies with Florida employees may fall under the Act.
Noncompete Agreements
Covered noncompete agreements can restrict a former employee from working in a similar role or using confidential information for up to four years after employment ends. To be enforceable, the agreement must be in writing, provided at least seven days before the offer to enter into an employment agreement expires, and must inform the employee of their right to seek legal counsel before execution of the agreement. The employee must also acknowledge they will have access to confidential information or customer relationships.
Garden Leave Agreements
Garden leave provisions allow an employer to require advance notice of resignation up to four yearsduring which the employee remains on payroll with full salary and benefits. The employee is only obligated to work for the first 90 days of that notice period. Similar procedural requirements apply as with noncompetes.
Enforcement
The CHOICE Act presumes these agreements are enforceable. Courts are required to issue injunctions unless the employee proves, by clear and convincing evidence, that their new role will not involve unfair competition or misuse of confidential information, or that the employer failed to uphold their payment obligations during the garden leave period.
What This Means for Employers and Employees
Employers should review and update their agreements to comply with the CHOICE Act’s requirements. Employees entering into these agreements should understand the legal obligations they are assuming, as these restrictions may significantly impact future employment opportunities.
By: Caitlin A. Koppenhaver
“Cleared to Care” Campaign Helps You Stay Compliant and Licensed
If you’re a licensed health care provider in Florida, there’s a big change coming your way. Florida’s House Bill 975 (HB 975), which became law effective July 1st, 2025 requires most licensed providers to complete a background screening when applying for or renewing their individual licensure. Staying compliant with the new law is mandatory to maintain licensure. To help licensed providers comply and prepare, the state has launched a “Cleared to Care” campaign.
Who Needs to Do This?
Most licensed health care professionals in Florida will be affected, including doctors, nurses, therapists, and more. However, there are a few exemptions. Emergency medical technicians, paramedics, pharmacy interns, registered pharmacy technicians, and radiologic technicians are exempt unless applying through the military active-duty spouse licensure pathway. Fingerprint retention requirements do not apply to these professions.
What You Need to Know
This isn’t just a routine update. If you delay the screening process, your license application or renewal could be delayed or expired. Because fingerprinting and processing may take time, especially since this has become a requirement for most licensed healthcare professions, it’s important to complete this step as soon as possible.
For License Renewals
You can start renewing 90 days before your license expires. It’s best to get your fingerprinting completed as soon as possible to avoid delays in obtaining or renewing your Florida license.
For New Applicants
You must complete the background screening as part of your application. Don’t wait until the last minute. There are also resources for out-of-state applicants to complete this step.
Act Now, Don’t Risk Losing Your License
With thousands of practitioners needing to comply, waiting until the last minute is risky. Start your background screening early to avoid delays or interruptions in your ability to practice.
Additional Resources:
Florida’s Cleared to Care Campaign: 205.03.25-ClearedtoCare-Poster.pdf
Background Screening Steps and FAQ: Initiate a Screening – FL HealthSource • Health Care Resources for Consumers & Providers
Delray Beach, FL – The Florida Healthcare Law Firm, established in 2008 by Florida Board Certified Health Law Attorney Jeff Cohen, is proud to announce the promotion of Carlos H. Arce to shareholder. This significant milestone marks a new chapter in the firm’s growth, reinforcing its commitment to excellence, leadership, and long-term succession planning.
With a strong foundation built on specialized expertise in healthcare law, the Florida Healthcare Law Firm has become a trusted name for healthcare professionals and healthcare businesses seeking legal strategy and guidance. The addition of shareholder Carlos H. Arce, Esq. further solidifies the firm’s leadership and ensures its continuity in providing exceptional service to clients.
Founder Jeff Cohen shared his confidence in the firm’s future, stating, “I wanted to be able to show and say that I’m confident in the firm’s succession from this point on. This promotion highlights the strength of our team and the bright path Carlos has ahead of him.”
Mr. Arce has been integral to the firm’s success, bringing unique expertise, dedication, and a client-first approach to his work. His advancement to shareholder not only reflects his professional excellence but also his commitment to upholding the firm’s values and vision.
The Florida Healthcare Law Firm looks forward to continuing its tradition of delivering unparalleled legal support to clients across the healthcare industry, now with an even stronger leadership team.
Credit: Caitlin A. Koppenhaver
A significant legal change in Florida is on the horizon that could directly impact providers and practices offer stem cell therapies. Beginning July 1, 2025, Florida’s House Bill 1617 (2025) goes into effect, allowing certain licensed healthcare professionals to administer stem cell treatments, but only under strict conditions. With these new allowances come clear responsibilities, especially when it comes to patient notification and informed consent. Now is the time to ensure your documentation and protocols are up to date to stay compliant and protect your practice.
House Bill 1617 (2025) authorizes certain licensed physicians in Florida (Specifically Chapters 458 and 459, therefore this includes Ch.458- MD’s, and Ch. 459, DO’s) to perform stem cell therapies that have not been approved by the United States Food and Drug Administration (FDA), but only under limited and defined circumstances. These therapies may only be administered when they fall within the provider’s scope of practice and are specifically related to orthopedics, wound care, or pain management. The legislation imposes clear limitations on the types of stem cells permitted, expressly excluding fetal-derived cells, embryonic tissue from abortions, and adipose-derived mesenchymal stem cells (stem cells from fat tissue).
All stem cells used under this statute must be manufactured in FDA-certified clean room environments that utilize high-efficiency air filtration systems to reduce the risk of contamination. Additionally, the retrieval, processing, and storage of these stem cells must take place in facilities that are both FDA-registered and accredited by recognized organizations such as the National Marrow Donor Program or the American Association of Tissue Banks, among others that the statute lists.
The bill mandates strict patient notification and informed consent procedures. Health care providers must deliver a written notice to patients, in a specific font and size, and clearly displayed in the provider’s office, advising that the stem cell therapies being offered are not FDA-approved. The bill includes specific verbiage for this notice:
(4) A health care provider who conducts stem cell therapy pursuant to this section shall provide a patient who is being treated with stem cell therapy with the following written notice before performing the therapy:
“THIS NOTICE MUST BE PROVIDED TO YOU UNDER FLORIDA LAW. This health care practitioner performs one or more stem cell therapies that have not yet been approved by the United States Food and Drug Administration. You are encouraged to consult with your primary care provider before undergoing any stem cell therapy.”
Important: This notice must also be included in any advertisement for the stem cell therapy. In any form of advertisement, the notice must be clearly legible and in a font size no smaller than the largest font size used in the advertisement.
Prior to the provider performing stem cell therapy, treatment, providers are required to obtain a consent form signed by the patient. The consent form must include:
1. The nature and character of the proposed treatment, including the treatment’s United States Food and Drug Administration approval status.
2. The anticipated results of the proposed treatment.
3. The recognized possible alternative forms of treatment.
4. The recognized serious possible risks, complications, and anticipated benefits involved in the treatment and in the recognized possible alternative forms of treatment, including nontreatment.
The legislation exempts providers engaged in FDA-approved investigational drug or device trials and those operating under contract with accredited institutions recognized for their expertise in stem cell therapy. Any violation of the statute may result in disciplinary action by the relevant regulatory board or agency. The Department of Health is responsible for adopting rules to implement this law, which takes effect on July 1, 2025.
As we approach the July 1 effective date, it’s important to take a proactive approach. Updating your informed consent forms, office signage, and any related advertising isn’t just a legal requirement—it’s an opportunity to reinforce patient trust and uphold ethical standards in your care. Making these changes now will help you avoid regulatory issues down the line and ensure you’re ready to responsibly offer these advanced therapies within the scope of the new law.
The State Medical Board of Ohio, the Ohio Board of Pharmacy (BOP), and the Ohio Board of Nursing have issued a joint statement that significantly impacts the operation of retail IV therapy clinics across the state. These new guidelines are designed to ensure safety, proper oversight, and compliance within these clinics, affecting both providers and patients.
Here’s what you need to know about the new regulatory measures:
Who Can Diagnose, Treat, or Prescribe IV Medications in Ohio?
Under the new rules, only the following licensed professionals are authorized to diagnose, treat, or prescribe IV medications in Ohio:
1. Physicians licensed under Chapter 4731 of the Ohio Revised Code.
2. Physician Assistants (PAs) who hold:
o A valid prescriber number issued by the State Medical Board of Ohio.
o Physician-delegated prescriptive authority specific to this purpose.
3. Advanced Practice Registered Nurses (APRNs), including:
o Certified Nurse Practitioners (CNPs)
o Certified Nurse Midwives (CNMs)
o Clinical Nurse Specialists (CNSs)
o Licensed under Chapter 4723 of the Ohio Revised Code.
This restricts the ability of any other healthcare personnel, such as nurses or paramedics, from independently ordering or administering IV therapy without direct authorization from an above-listed prescriber.
Standing Orders Prohibited for IV Therapy Administration
A critical change in these regulations is the explicit prohibition of standing orders (or protocols) for the recommendation, compounding, and administration of IV medications. This means that:
· Nurses, paramedics, or other non-prescribing staff may not use protocols to initiate IV therapy services in retail clinics.
· All IV treatments must be based on an individualized diagnosis and prescription from an authorized prescriber.
Exceptions for Protocol Use
Protocols for drug administration are only allowable under highly specific circumstances, such as:
1. Emergency Situations
For instance, in cases of acute conditions such as heart attacks, overdoses, severe burns, or other emergencies where immediate attention is critical to prevent severe harm or loss of life.
2. Disease Prevention
The administration of vaccines or biologicals to prevent diseases falls under this category, such as administering flu shots.
3. Specific Preventive Treatments
Limited to:
– Vitamin K administration in newborns to prevent vitamin K deficiency bleeding.
– Erythromycin administration for the prevention of ophthalmia neonatorum.
– Influenza antiviral treatments, particularly in institutional facilities.
These scenarios are exceptions rather than the norm and require careful adherence to Ohio’s Administrative Code (OAC 4729).
Why Are These Changes Significant?
These guidelines serve as a response to the growing trend of retail IV therapy clinics offering hydration and wellness treatments, often in non-medical settings. While these services have surged in popularity, the updated rules aim to ensure patient safety and prevent improper or unauthorized care practices.
Key concerns addressed include:
· Medical Oversight
The new rules ensure that IV therapy recommendations and administration are under the supervision of qualified prescribers.
· Patient Safety
Preventing the misuse of protocols minimizes risks associated with emergent or unsupervised medical treatments.
What This Means for Retail IV Therapy Clinics
Clinic operators and staff must review these regulatory requirements and ensure compliance, including:
· Ensuring all IV services are supervised or prescribed by licensed professionals listed in the guidelines.
· Discontinuing any standing orders or protocols currently in use for non-emergency or non-preventive services.
· Reviewing hiring practices to ensure compliance with the new rules regarding authorized prescribers.
Non-compliance may lead to regulatory action, including penalties, licensing issues, or potential closures.
Compounding Medications
The joint statement further emphasizes the definition of “compounding”, which under Ohio law is “the preparation, mixing, assembling, packaging, and labeling of one or more drugs pursuant to a prescription issued by a licensed health professional authorized to prescribe drugs. Compounding may only be performed by a licensed pharmacist or licensed health professional authorized to prescribe drugs. The preparation of IV cocktails as previously described is considered compounding under Ohio law and the clinic is required to obtain a license as a terminal distributor of dangerous drugs (TDDD) from the Ohio Board of Pharmacy.”
Final Thoughts
The joint regulatory statement emphasizes patient safety and proper medical oversight in the fast-growing field of retail IV therapy clinics. While these changes may introduce additional operational responsibilities for clinics, they ultimately align with the overarching goal of delivering safe and effective care.
For a deeper understanding of the regulations, be sure to review the full joint statement issued by the State Medical Board of Ohio, Ohio BOP, and Ohio Board of Nursing. It’s critical for clinic operators, healthcare staff, and prescribers to stay informed and adapt to these new requirements.
Dental practice mergers are reshaping the industry, offering dentists a strategic path to growth, efficiency, and retirement planning. By combining resources, practices can reduce costs, expand patient bases, and adopt cutting-edge technologies, achieving profit margins up to 70%. However, success hinges on navigating challenges like due diligence, cultural integration, and regulatory compliance. This guide provides a step-by-step roadmap—from identifying opportunities to transparent communication—empowering dentists to execute seamless mergers and thrive in a competitive market.
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