Nearly half of US states have expanded the scope of nursing practice, with several more evaluating the appropriateness of such measures. The debate between physicians and nurses regarding nursing autonomy remains a contentious issue that is likely to resurface in legislative discussions. In the meantime, the Board of Medicine and the Board of Nursing will continue to enforce existing requirements quietly. Under current Florida laws, advanced registered nurse practitioners (ARNPs) are authorized to perform medical diagnoses, treatments, and prescriptions, but these acts generally require the supervision of a physician. This supervisory relationship must be detailed in a protocol that specifies the medical acts to be performed and the conditions for their performance.

Contents of an ARNP Protocol:

With few exceptions, every ARNP must file an original protocol with the Florida Board of Nursing within 30 days of:

1. Entering into a supervisory relationship with a physician,
2. Renewing a State of Florida medical license, or
3. Any changes to the information contained in an existing protocol

The protocol should include:

• The date of the protocol or amendment,
• The nature of the ARNP’s practice and duties,
• The location of the ARNP’s practice,
• The names, signatures, license numbers, and DEA numbers of the supervising physician(s),
• The duties of each supervising physician, and
• All medications that each supervising physician has agreed the ARNP may prescribe.

If multiple physicians supervise the ARNP, only one protocol needs to be filed, but it must include signatures, license numbers, and DEA numbers of all supervisors. A sample ARNP protocol is available on the Board of Nursing’s website at floridasnursing.gov/forms/arnp-protocol-sample.pdf.

Physician Obligations:

Every physician supervising an ARNP must file a notice of supervision with the Board of Medicine within 30 days of entering or terminating the relationship. If the physician supervises an ARNP in an office different from their primary practice location, they must post:

1. The times when the physician is physically present in each office, and
2. Office hours when the physician is not present.

Primary care physicians may not supervise more than four primary care offices other than their primary location, while specialists are limited to two additional offices. Additional regulations apply if the ARNP provides dermatologic or skin care services.

Evolution:

Florida law has greatly expanded the scope of APRN services to include those which don’t require physician supervision.  That expansion is expected to continue and is something to watch virtually every legislative session.

By: Jeff Cohen

Founder, Florida Healthcare Law Firm

Florida is still flirting with becoming the next hotspot for physician-owned specialty hospitals, much like Texas experienced. While Texas had its share of successes and failures with such hospitals, if executed correctly, these facilities could offer a better fit for many patients, particularly those with specific co-morbidity issues. And they should be far more attractive to payers with lower price points.  Ideally, they would serve as an effective bridge between surgery centers and traditional acute care hospitals. The specialized nature of these hospitals suggests a more efficient staffing model and targeted overhead costs, as opposed to the broad, generalized overhead typical of acute care hospitals. So, what challenges will physicians encounter when organizing and launching these new facilities?

Corporate Structure: Physicians will need assistance in creating the appropriate corporate structure and documenting relationships to balance clinical and business control effectively.

Legal Considerations: Understanding the Stark Law and state self-referral laws, such as the Florida Patient Self-Referral Act of 1992, is crucial. Physicians must navigate what they can legally order and refer, as well as handle state licensure requirements. As certificate of need laws become more relaxed in Florida, these facilities are likely to proliferate.  The issue of the need for an emergency department has to be approached affectively.  And the conflict of such hospitals with Medicare regs is another point of complexity.  

Business Operations: Distinguishing between the cash-based nature of their medical practices and the earnings-based model required for the hospital is essential. This includes maintaining adequate cash reserves and understanding that these hospitals cannot be run like typical medical practices. Success will depend on a solid foundation in operations and financial management.

Payer Relations: Many of these facilities operate out-of-network, meaning they do not have contracts with managed care payers. They bill and collect based on what’s “usual, customary, and reasonable.” Setting up the business to anticipate payer challenges is critical, especially given past costly disputes. A core issue often involves payers questioning the medical necessity of procedures, alleging that actions were driven by investor physician interests rather than patient care.  This is an exciting and promising time for physician-owned hospitals in Florida. However, physicians and their advisors must proceed cautiously, thoroughly planning each step to ensure success.

Physician-owned hospitals are gaining momentum in Florida, presenting unique opportunities and challenges for healthcare providers. Clients who work with the Florida Healthcare Law Firm benefit from our deep industry experience and dedicated legal support. Our team doesn’t merely dabble in healthcare law; we specialize in comprehensive representation of healthcare providers and almost every type of healthcare business. We are aligned with your success to protect your interests and ensure a smooth and successful operation.

By: Jeff Cohen

Founder, Florida Healthcare Law Firm

Selling a healthcare business is uniquely complex and demands a specialized team of advisors who understand the intricacies involved.

Selecting the Right Team

The first priority is assembling the right team long before the planned transaction (ideally at least 12 months). The two crucial members are a healthcare lawyer and a healthcare accountant. They must have spent the majority of the last decade representing healthcare professionals and businesses, and should possess extensive experience with the specific type of healthcare business you are buying or selling. Without this expertise, they may be unaware of critical issues such as the moratorium on new home health licenses in Florida, preparatory work required to optimize financials for the sale, or the lengthy process to obtain a healthcare clinic license (HCCL) for non-physician owners.  The right team will do three essential things:  (1) facilitate a transaction instead of learning about it on your dime, (2) expedite it by having “been there” many times, and (3) close is so you get what you came for.   Frankly many don’t close because surprises in the transaction created deal fatigue that cause the buyer to run off.  The right team finds and clears those issues before the risk of scaring a buyer off becomes a factor.    

Structuring the Sale or Purchase

With your team in place, the next step is structuring the healthcare business sale or purchase. This often involves deciding between selling assets or ownership interests. Sellers prefer selling ownership interests (e.g., stock) due to favorable tax treatment, while buyers might favor purchasing assets to mitigate risks. However, buyers may also consider acquiring the entity for continuity, particularly if the business earns income through contractual relationships such as insurance contracts. Even so, most contracts aren’t assignable and parties will reopen contract negotiations when they find out you need their approval to close a deal.  These high-level considerations typically go into a Letter of Intent (LOI).

Due Diligence

If you’re purchasing a healthcare business, a thorough due diligence period is essential. During this time, accountants review financials, and a professional coding consultant examines coding and billing practices to avoid liabilities from payer clawbacks and penalties. It’s also critical to engage a healthcare regulatory compliance expert to review regulatory issues comprehensively. This is something best done even before LOI, since the more surprises a buyer experiences, the less likely the deal is to close.  Investing time and money in detailed due diligence is crucial for any serious buyer.

Contract Preparation

Once the decision to proceed is made, the process accelerates with contract preparation. Buyers generally prefer their attorneys to draft contracts, especially when purchasing ownership interests or stock, to avoid inheriting significant liabilities. Governmental payers, like Medicare, hold the buyer accountable for any existing liabilities, regardless of the buyer’s awareness.  Only the most sophisticated parties know this and adjust he deal and the deal agreements accordingly.  

Expert Document Preparation

Drafting documents for buying a healthcare business is distinct from other corporate transactions. While corporate lawyers may be adept at asset or stock purchase agreements, their experience is futile without an understanding of the specific issues pertinent to healthcare transactions and businesses. For healthcare lawyers experienced in forming the right deal team, these transactions are straightforward. Surprises are best left out of healthcare business purchases or sales.  If the attorney doesn’t know how the business and money in a client flows, what it’s tied to and the risks of issues like clawbacks and audits and contracts that are terminable without cause with little notice, move along!

Clients who work with the Florida Healthcare Law Firm benefit from our deep industry experience and dedicated legal support. Our team doesn’t merely dabble in healthcare law; we specialize in comprehensive representation of healthcare providers and almost every type of healthcare business. We are aligned with your success and committed to navigating the complexities of healthcare transactions to protect your interests and ensure a smooth and successful sale.

By: Jeff Cohen

Founder, Florida Healthcare Law Firm

Inspired by numerous medical integration consultants and coaching organizations, chiropractors have increasingly pursued the integration of medical services into their practices over the past few years. Driven by the dual goals of providing comprehensive healthcare solutions and tapping into the broader healthcare spending of their patients, chiropractors are wise to approach this integration cautiously. Too often, chiropractors, excited and perhaps pressured at integration seminars, sign agreements only to later regret it due to several issues: (1) their lawyers disapprove of the advice they received, (2) they underestimated the complexities and risks involved in expanding their practice, (3) they think integration lone will fix fundamental business issues in their practice (e.g., lack of effective marketing and sales), and (4) the integration ultimately fails due to business needs of their practice that are actually intensified by adding the “weight” of an additional service line. What are some of the most significant areas of disappointment for those whose integrations did not go smoothly?

Addressing Underlying Business Problems

Using integration to solve an existing business problem can be problematic. For instance, if you’re pursuing medical integration because your chiropractic patient volume has decreased, you should first understand why your core business is suffering. Evaluate your marketing efforts – are they effective? Do you have a dedicated sales team comfortable discussing your services and fees with potential clients? Since medical integration patients typically come from your core chiropractic business, a decline in chiropractic patients will undermine the success of any new medical services you offer.  Fewer chiropractic patients will likely mean fewer integration patients.  

Navigating Legal Complexities

Many chiropractors are drawn to the promise of medical integration but often overlook the legal intricacies involved. Are you aware of the self-referral issues related to creating a second Tax Identification Number (TIN) for the medical entity? Do you understand the state and federal requirements for physician supervision? It is illegal for a newly formed entity to refer patients to itself for certain specific services. Chiropractors often find themselves following a “one-size-fits-all” model touted as standard practice with consultants and “their lawyers” who just flow the deal instead of making sure their clients understand the laws, risks and options.  It’s common for practitioners to reconsider medical integration when informed about state and federal self-referral restrictions.  Additionally, not all states require a complex “management model”; some, like Florida and approximately 12 other states, permit simpler direct services models.  Chiropractic leaders must do two important things here:  (1) accept that one size fits none, and (2) measure twice; cut once!

Clients who work with the Florida Healthcare Law Firm benefit from deep industry (both business and legal!) experience and dedicated legal support. Our team doesn’t merely dabble in healthcare law; we specialize in comprehensive representation of healthcare providers and almost every type of healthcare business. Whether you’re a new physician starting a practice or a chiropractor looking to integrate your practice, our attorneys are aligned with your success and committed to navigating the complexities of healthcare regulations to protect your interests.

By: Jeff Cohen

Founder, Florida Healthcare Law Firm

Private equity is once again showing a strong interest in acquiring medical practices and healthcare businesses. This wave of acquisitions differs significantly from the activity seen in the 1990s, where public companies focused on aggregating gross income to boost stock prices. Today, private equity investors aim to maximize profitability by achieving efficiencies, consolidating large groups for leverage, and developing new income streams. While stock options, warrants, or shares may be part of the deal, many transactions are all-cash, often based on earnings. To secure the full price, sellers typically must remain involved in the business to maintain or even increase revenues.  

Physicians, in particular, need to understand the nature of these deals and the factors that influence them. “Private equity” refers to private investors, usually a group pooling their capital, who purchase a portion or all of a company. These investments are notably larger than those from venture capital firms and do not involve publicly traded entities. The goal of private equity is to invest in mature businesses, enhance their profitability, and eventually sell their ownership stake to another buyer within three to five years. In contrast, venture capital firms often invest in start-ups, acquire complete ownership, and seek control over the company.

Key Issues for Sellers:

1. Buyer Experience: Sellers should evaluate the buyer’s experience in their specific industry. Since buyers promise to grow the seller’s profitability, it’s crucial to confirm that they have a successful track record in similar businesses. Sellers should also seek detailed plans on how the buyer intends to achieve growth.
2. Impact on the Seller: It’s important for sellers to understand how the acquisition will affect their income, their operations and their business operations.  Will there be significant cultural changes? Will there be major shifts at the executive level? What kind of control will the buyer exert? What effective voice will the seller have in the issues that direct impact them?  Speaking with other businesses that have been acquired by the same buyer can offer valuable insights into what to expect post-acquisition.  If the past is any predictor of the future, the happiest sellers in these transaction are the ones who have an eye on retirement within he next 3-5 years.  
3. Buyer Plans: The timing of additional investment rounds is critical, especially if the transaction involves stock options or warrants. If the buyer is in the early stages of their investment cycle, it could take several years before any stock has real value, as the initial phase often involves significant debt accrual.  And that says nothing at all about dilution or the subordinated nature of the interest.  Unless the sellers pick the right buyer, the sellers with stock or warrants will likely just paper a bedroom closet with them!

Understanding these factors can help physicians and other healthcare business owners navigate the complexities of selling to private equity and ensure they make informed decisions that align with their goals. 

By: Jeff Cohen

Founder, Florida Healthcare Law Firm