Leo Damasco and Phoebe Gutierrez sit down with healthcare attorney Brigid Maloney to break down Corporate Practice of Medicine (CPOM) rules, recent changes in California and Oregon, and what they mean for MSO/PC structures in telemedicine. A must-listen for physicians, MSOs, and telehealth companies operating across state lines.
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In this episode of Telemedicine Talks, Leo Damasco and Phoebe Gutierrez welcome Brigid Maloney, practice group leader at Lippes Matthias and their legal counsel, for a deep dive into the Corporate Practice of Medicine (CPOM). They explore why approximately 30 states prohibit corporations and non-physicians from practicing medicine, with California and New York being among the strictest.
The conversation covers recent California developments, including a new law restricting certain transfer agreements, an Attorney General amicus brief, and a $2.3 million settlement with Aspen Health, and Oregon’s elimination of stock transfer restriction agreements. Brigid explains how these changes impact MSO/PC relationships, the importance of true physician leadership, operational compliance with Management Services Agreements (MSAs), and why “friendly physician” relationships are shifting toward more collaborative, trust-based partnerships.
They also discuss best practices for updating documents, the risks of non-compliance, and why physician involvement in business decisions benefits both sides.
Top 3 Takeaways:
About the Show
Telemedicine Talks explores the evolving world of digital health, helping physicians navigate new opportunities, regulatory challenges, and career transitions in telemedicine.
About the Guest
Brigid Maloney is a practice group leader for the law practice of Lippes Matthias and serves as legal counsel to Telemedicine Talks. She specializes in healthcare law, with deep expertise in corporate practice of medicine, MSO/PC structures, regulatory compliance, and telemedicine. She is known for her practical, straightforward advice and helps clients build compliant, sustainable healthcare businesses.
Connect with Brigid Maloney:
Email: bmaloney@lippes.com
About the Hosts:
[00:00:00] Hey, welcome back, everybody, to Telemedicine Talks. As always, we have your host, Phoebe Gutierrez, and myself, Leo Damasco. And, I wanna introduce somebody who is gonna be a recurring guest. We have tricked her into coming on a regular basis, and
I'm excited. we have Bridget Maloney. She is a practice group leader for the law practice of Lippes Matthias. Hopefully I said that correctly. And, to be transparent, she is our legal counsel, but also, I think she has a wealth of information, and really somebody that we regularly bounce our ideas off of, and totally appreciate her candid nature, her straightforwardness, and really keeping personally myself out of hot water.
So Bridget, thank you so much for joining us. I am excited for you to be here and also that you've agreed to be a regular contributor to our program here, so welcome. [00:01:00]
Oh, it's my honor. You know I love brainstorming with you guys. I love every conversation we have. I feel like when the three of us get together we strategize in great ways, so this is gonna be a lot of fun.
Yeah, no, this is awesome
it's been great getting to collaborate with you on kind of getting creative with, corporate practice of medicine, which I think is gonna be probably the main topic that we're gonna talk about today.
Mainly because as you're in New York, I'm in California, and California's really doing interesting things in corporate practice of medicine. And I think over this last, year, I've realized a lot of my clients, or our clients- Don't understand, and because of that, it's creating just like a ripple effect.
And so I flagged it for you. We had some really, really deep conversations around it and just how, California really leads the way a lot of the time when it comes to some of these, regulation changes. And yeah, I'm excited to jump into it all with you.
Great.
Yeah, let's giddy up.
Let's do it. [00:02:00]
Well, so Bridget, one of the things that I think is really interesting is a lot of clients will always say, like, "I need to comply with corporate practice of medicine. I need the contracts. Give me the contracts," or, "I need the physician owner. Give me the physician owner."
And like really what is corporate practice of medicine and, all of its glory?
Yeah, I'm glad you asked because sometimes I feel like clients come to us asking for CPOM compliant documents, but not knowing what CPOM is all about. So CPOM is a principle that is in effect in approximately 30 states.
it's the corporate practice of medicine. It essentially means that corporations and non-physicians, non-physician-owned entities, are not allowed to practice medicine in that state. The two of the most strict CPOM states are your state, California, and my state, New York. And so in our states, the plain old LLCs that are owned by laypeople cannot practice medicine.
they can't employ docs to practice medicine. [00:03:00] They can't if they're a private equity or an MSO-type entity, they can't control how many patients a physician may see. They can't control billing any clinical decisions, clinical equipment. All of that needs... All of those decisions need to be reserved to the physicians that own and run the medical practice.
So the point of the corporate practice of medicine ban, which is, gosh, it's over 100 years old here in New York. I suspect it is out west as well. But the idea is that the person making medical decisions about a patient's
care,
um, has to be a p- physician whose loyalty is to the patient and not to the profits.
So it's lovely working with you and Leo because you're always going to be a physician-led organization, so this really isn't something that you need to worry about. But I think that it's something that most of my clients and most of your listeners need to have on their mind because MSOs and PCs are set up deliberately to legally circumvent the [00:04:00] CPOM prohibition.
Yeah. Well, and I think one of the interesting things too about it is, you know, the main change that happened in California this past, gosh, year, I think it went into effect in January was really around the restricted transfer agreement process, which was kind of like that agreement that, you know, these MSOs would have to basically say, "Yes, we're partnering with a physician, but really at the end of the day, we could replace that physician at any point in time if, if it's not s- kind of serving us."
Whereas California now is saying, no, if you have an agreement that actually puts that control back on you, ultimately you are still controlling the clinical decision-making 'cause you could doctor shop, you could do, you know, what- whatever. But so that's the piece of the puzzle that California has taken a stance, and as I've said, I've had lots of conversations with clients that are almost wanting to do it the wrong way, and I'm trying to explain to them, but like [00:05:00] you can't.
Like, the law
pulling out the ability for the MSO to retain decision-making on who their ph-friendly physician shareholder is of their affiliated PC kind of pulls the bottom, uh, brick out of the Jenga game. It's-- everything topples when the physician isn't linked contractually to the MSO.
Now, these-- the agreements that friendly physicians sign with the MSOs, sometimes they're called stock transfer restriction agreements, sometimes they're called succession agreements , but the effect is the same. The idea is, I'm a doctor, I'm going to sign up to be the shareholder of an entity that you essentially retain control over, and I promise on-- by signing this agreement that I'm not going to sell my shares to a third party without your permission.
I'm not going to pull any distributions or profits out of the organization. I'm not going to im-implement any policies, uh, [00:06:00] managerial policies without you, the MSO's permission. California has curbed the ability to have this contract with the docs, and Oregon eliminated it altogether. So all of the MSOs with friendly PCs need to come up with a new strategy for locking down their friendly physicians in a legally compliant way.
If you don't have that agreement in place, that leaves the physician that has all of the revenues of the entire telemed enterprise flowing through that PC's bank account, and that physician can do anything it wants with that company because that physician owns it . He can sell it to a third party without the MSO's permission.
He can bring on new shareholders and pocket their investments without the MSO's permission. So it's a changing landscape indeed.
Well, when does that come into account ? When-- do we have to worry about this now? A lot of our listeners are involved in this PC MSOs, and a lot of our listeners [00:07:00] are, uh, interested in getting into it, right?
We get a lot of questions about that, right? And to your point MSOs that approach our listeners to become their PC owners don't know what the heck they're doing or don't fully understand. So do we have to worry about this now? Is this coming down the line or is this something that we had to worry about two weeks ago?
In California, this is non-negotiable. This is now. And here's why California is special. California just didn't enact a law and all of a sudden this is a problem. California had the perfect storm. The three factor trifecta went down in California. Last fall, they passed the new law that Phoebe was talking about.
And then in March, their attorney general submitted an amicus brief in a court case going on in a California appellate court. And that amicus brief wasn't in support of either party, but it was a CPOM-related case. So really the point of the amicus brief was for the attorney [00:08:00] general to publicize the state's stance on CPOM and how serious they were taking it.
And then last month, the California attorney general announced a settlement that it had CPOM violations by Aspen Health and fined them $2.3
million.
And I've got a personal sentimental connection with Aspen Health in general, simply because ten years ago, when I first got into the world of MSO PC work, Aspen Dental had just signed a settlement agreement with the New York State Attorney General for CPO and violations.
And so my team developed a summary chart of all the things that were considered the inappropriate practice of medicine that was handled by the... In this case, it's called a DSO because it's a dental practice, but it's, akin to an MSO. And we used that chart to train all of our associates over the past ten years on CPOM.
And we also used that chart in [00:09:00] educating our clients on what CPOM is and what line the MSO can cross and what line the MSO cannot cross. So California, those three things happen in very quick succession: the new law, the amicus brief, and then the attorney general settlement with Aspen Dental.
So there's no turning back. We've got to get this right in California. The good news is everybody who's in the practice of national telemedicine has a unique California PC as part of their portfolio because it's required. You can't take a PC from a different state and foreign qualify it in California.
So we're recommending that our clients start with their California PC documents, reimagine a new relationship with their affiliated PC, and update the documents accordingly. And then we can get to the other states. Oregon is gonna have to happen next. Most national companies don't have a unique Oregon PC, so they're often using a [00:10:00] Delaware or a Florida PC that's foreign qualified in Oregon.
So once we address Oregon with those clients, we're not just addressing Oregon, we're addressing the documents that impact most of the states where they're doing business.
No, that's interesting. Now, California sounds like, you know, you could deal with that explicitly or s- separately. But- Yeah ... the approach then with Oregon is... Yeah, the MSA is tied into what I like to call the super PC or the parent PC, right? Usually Florida, Delaware, whatever they decide.
So if you apply that one rule to that, then what you're saying is that it applies to all the other states that are foreign qualified under that super PC.
It can because most companies use a uniform management services agreement. And and the PC, so say you use a super PC out of Florida for most of your CPLM states.[00:11:00]
It's foreign qualified everywhere except California and New Jersey. That PC will have one management services agreement with the MSO, and it will have one stock transfer restriction agreement with the friendly shareholder. So if you're going to fix Oregon, that single document applies to all the other states as
well.
Yeah, the majority of the states. Really the entire- Yeah ... company.
Yeah. And, and I'm thinking, you know, uh, this is where we're new in our digestion of this, but I'm thinking that forming an, a unique Oregon PC might be the way to go. You don't need a, a domestic PC in New York or Texas, but many companies have unique PCs in New York and Texas because they're so heavily regulated.
I, I'm considering adding Oregon to that list
of recommendations. Hmm. Interesting. Now, is it, first comes California, Oregon, you know, are there other [00:12:00] states thinking about doing this? I'm sure there are, right? Oh, yeah. It's, it's like a dominoes effect, right? Well, they're,
they're trying to come up with a method of on- my take on it just from like my regulator lens is like it has gotten unwieldy, right?
Like, there, there really are a lot of companies that are operating blindly. Leo, we see this every day. All the time. People buying up practices or large companies- Right ... and they have lots of money, and they're doing some interesting things. And me and Leo are like-
Interesting is a funny- "What? What?" ... word to put at it.
"What?" You know, there's other
harsher words that I would put- No, Leo, absolutely not. That is a no-go.
Right? Dude, fraud maybe? I don't know.
Yeah.
But yeah, there's definitely
in- interesting things. You know, they're trying interesting things, and again, that's where I go back to if you have the right partnerships, you know, the best method is you're gonna go find a co-founder, business partner, physician to kind of help you build this out and lead the clinical wing because you need somebody to have that [00:13:00] oversight and that, kind of experience and not doing it blindly.
And ultimately, isn't that what we want? Don't we want- ...
the health clinicians running
healthcare? it's funny 'cause, you know, all these, you know, the restricted transfer agreements so forth and so on is really a way to legally bypass CPOF, right? But- Really, CPUM is there for a reason, right? It's exactly like you said.
What we want is we want the physicians to lead clinical decision-making and not be restricted in any way to do that. So that's funny. That's funny you say that. But again, you know, there, there's always that business aspect, right? And again, Phoebe, we've run into this a lot too, right?
Is that, you know, the folks on the MSO side, the business side with the funds, and I get it. they want some sort of guarantee on their money that the doctor's not gonna turn around and run with it without their input, [00:14:00] without their say. You know?
they want to retain some control or maybe all control. But yeah, it... That, that's the whole point of CPUM . I guess the question is, Why don't you just change MSA for everybody? You know, dude, why don't you just change the super PC, especially if, Oregon goes, other states are gonna go.
Is it-- Would it just-
Yeah ...
would it just be helpful just to change all that and, you know, and not have to go state by state as it goes along in the future?
Yeah, I think that's a best practice. Just do everything correctly. If you're gonna go update one batch of documents, update them for the entire country.
I just don't know various relationships that companies- have with their, their friendly shareholders. I don't know that everybody's willing to give up the control over the entire country if their business at once. But it's coming. It's... there are bills on the legislative floor in New York, Texas, Massachusetts, Colorado, Indiana, Minnesota.
Mm. It's [00:15:00] coming. Now, keep in mind, the corporate practice of medicine is only prohibited in about 30 states. So we're only talking about 30 states, because the other 20 states, they can... There's no problem there. They don't need a workaround. Yeah.
Yeah.
Because they People can own medical.
Okay. Yeah, the other 20 states, interestingly enough, they lean heavily on supervision, and, like, heavily on medical director.
So the risk is, I guess it's still always on the physician. Interestingly enough what I've seen in my comparison, and Rich, I'm curious your thoughts, is, like, the CPO-heavy states are really on this, like, ownership side. The other states, like Georgia, Georgia is not a corporate practice of medicine state but they are so explicit that, a physician has to basically oversee the practice.
The physician cannot get paid by a non-clinician for medical, to supervise them. It really makes [00:16:00] it interesting and tough. But the risk is still on, there has to be this, like, delegated clinical oversight structure to ensure, patient safety.
Right, and there's, there has to be a doctor linked to it.
So yeah, you can run your the medical practice through an LLC that's owned by an unlicensed person. But the papers that you file with the state still link a doctor and his license to the safety and supervision of that practice
Yeah, that's super interesting. Yeah. So basically, you know, it... as this spreads, especially in the CPM statesthe term friendly PC really has to apply. I know right now I know of a lot of different companies that, you know, the friendly PC, the PC owner's just out there, and really the MSO doesn't necessarily have a true, relationship with that PC owner working them personally, right?
They're just there, and hopefully they're following the, [00:17:00] the, you know, the CPM rules and whatnot. I'm assuming they are. But yeah, there's gonna be a lot of trust placed on that relationship, right?
Indeed there is. And, you know, I've always thought it was a relationship built on trust because if the relationship goes sideways, you've got a miserable doctor and you've got a miserable-
Oh,
yeah
tech company trying to do business. But this is gonna amp it up quite a bit more. And I see in, in you... I'm sure you two have also. I've seen the spectrum of relationships that MSOs enjoy with their friendly shareholders. My favorites are the ones where the friendly shareholder is involved in the MSO's day-to-day business.
They know the financials. They know the hiring and firing. They're really involved in it all. They're in regular meetings. They're being reported regularly on finances and business decisions. But there are so many out there also that are just happy to use the physician's license and not check in with that physician much, if at [00:18:00] all, other than to pay them.
So I think that those types of relationships are gonna have to fade away because they just won't work.
Yeah. I think it, it's interesting 'cause, um, in a lot of relationships that I see with, you know, friendly PCs and MS- yeah, it is. It's a little detached. It's very transactional. I mean, I don't know, maybe it's because I'm also on the very, like, tip top of the pyramid when I'm...
You know, a lot of my clients, I will connect them, you know, first with, like, Leo or a friendly PC that I know personally and would vouch for. Um, but the relationships are kind of starting early on stronger. They're, like, you know, able to negotiate contracts together. They're able to have very, like, open and honest conversations about how to structure the operations, and it doesn't...
I don't know, Leo. I don't wanna talk, like, talk for you, but I feel like, the past couple, relationships that you've gotten to enter in, it really has been you know, being involved and kind of putting in the work to kind of build that rapport with them.
Actually, yeah. that's an interesting idea that you say [00:19:00] that because I've definitely had a spectrum of my experiences with this PC-MSO relationships.
And currently, you know, now, you know, I have the ability or I have the opportunity to build these relationships with new PCs or New MSOs. And in the beginning when I started, you know, my first PCMSO relationship, it wasn't that involved. It wasn't, you know, it was more that transactional relationship, and I was just told at the time that, yeah, it was gonna be transactional, right?
This was how it was sold to... Not necessarily sold, but this is how it was explained to me by others that were doing it. And, and it... that's just kind of what it was. This was in the heyday of COVID, you know, right after COVID, when these tech companies were popping up, and they were looking for these PCMSO relationships, and they were paying a lot of money to do so, right?
And, and really one of the selling points as a PC owner was like, "Hey, you know, you're gonna get paid to do this, and it's, it's almost passive," right? And going through, and [00:20:00] now I've been doing this for a few years now you know, this is me personally, I've personally enjoyed getting involved in the company, right?
One, it's just, I guess, something I like doing, you know, you know, shopping around or not, talking shop, trying to, you know, help grow the company, so forth and so on, and kind of put my little stamp on the company. But two, it also makes me feel comfortable in terms of CPOM rules. It's that they're like, "Yes, I am definitely involved."
If somebody's gonna go back and look at this relationship, my name is gonna be all over it, decisions, meetings, so forth and so on. And another thing that I'm finding, and to your point, Phoebe, is that it's kind of a selling point now when I approach these MSOs and say, "Hey, I'm gonna toot my own horn a little, but "I could be a value add for your company.
I have a lot of experience dealing with multiple different platforms, dealing with, payer negotiations, you know, maybe have some connections that you could use, hire me instead, you know, let me help you [00:21:00] build your company." I guess the approach that I'm using now is, "Hey, I could be your partner to build this company," instead of in the very beginning, "Hey, I could be that signature on your, you know, PCMSO agreement to help the company."
So I think people and the MSOs that approach me appreciate that much better, and I think we just have a better conversation
I agree. I think that having a sophisticated friendly shareholder can mean everything to a telemedicine company. So I feel like my clients are getting younger and younger as I'm moving along Through more birthdays.
And so sometimes a tech company will be on the other end of a call with me, and they, they're kids that just got out of college. They're brilliant. They've got a great business plan. They're funded. So all they need is a, is a doctor to, to be their friendly shareholder of their PCs. Except these kids don't know anything about medicine or healthcare.
They are just investors who have a good idea or wrote some good [00:22:00] code for an app that can translate to telemedicine, and those are the ones that most importantly need a sophisticated shareholder like you, and those are the people that don't know it yet, but they will benefit the most from these laws in Oregon and California that will require a more robust involvement of the physician that, that's in the enterprise.
Yeah.
Yeah. I see that a lot. I think... And Phoebe, we've talked to a lot of different people, you know, on the business side, who are like, "Hey, you know, I appreciate the docs, the PC owners that have been involved and that are able to talk and, and guide me through." And funny thing, you know, for the docs that are listening out there who are used to brick-and-mortar being cl- clinical monkey who, you know, tries to raise their voice and is just stifled, people do listen to you.
They want your input. So, you know that feeling of not being heard it kind of reinvigorated my m- I guess my push to be kind of administrative side is because, [00:23:00] yeah, actually some of my, a lot of my ideas are being implemented. People take it and actually run with it. So it feels appreciated, which is great.
Yeah. Well, and you know- The interesting thing that I, where I always kind of come into play is if people actually, they spend all this money on going to a lawyer and getting everything set up and getting drafted and everybody's negotiating, and then on both sides nobody knows what the heck is going on.
I'm like, if you actually read your contract, like your MSA, it's gonna tell you exactly how you need to build your operations. It's gonna tell you exactly who needs to review what at what frequency and what process. Like, go back, read your MSAs, and make sure that your operational structure is built around that, because it's honestly not that difficult to operationalize a really compliant structure.
People just don't pay attention to the contract, and they will go [00:24:00] and, you have you know, the MSO hiring a bunch of, you know- nurses and you have an unlicensed person responding to clinical questions in a chat bot. It, it really kind of cracks me up 'cause I'm like, "Guys, like, contract is actually pretty valuable if you just kind of understood it."
So true. It, something that happens pretty frequently is I'll get a call from a client who we set up four, five, six, seven, eight years ago, and they're in hot water with a regulatory authority. And I'll say, "Well, were you doing it the way that this- ... complaint is alleging you were doing it?" Well, yeah."
And I said, "But that's not how we wrote it in the management services agreement. You're supposed to do it this way. Have you ever read that agreement that we wrote for you?" And so it's not just the docs that forget to read it, I think sometimes the MSOs forget to read it, and they-
Oh ...
very frequently- Oh, yeah
do not [00:25:00] operationalize it in consistence with it.
Oh, no, it's both par... I mean, that's the whole thing of like I literally will go through them with people and go, "Okay, this means, you guys actually have to do a background check on providers. That's credentialing. That's a credentialing process.
That's what that means. This is why it's important." Like, really kind of trying to break it down because to your point, Bridget, you have 22-year-olds that are really smart, really intelligent, have got to live... You know, there's that whole, you know, move fast, break things, and my biggest issue in t- digital health has been, yeah, but we don't do that in medicine.
We don't move fast and break things in medicine. Credentialing is really slow for a reason. You know, the whole prior authorization process really meant this. This is what... You know, like, we don't play around with those things, and they're not used to it. they've never-
worked in medicine.
Yeah, isn't it funny? telemed is a collision of the, the tech bros[00:26:00]
and the doctors. The entre- entrepreneurial- Yep ... tech bros and the doctors. And they make nice for the most part, but it's up to us compliance people to smooth out the rougher edges, I
A- and I think for the doctor's side, you know, yeah, there's definitely times where there's going to be friction, right?
And, talking with somebody like Bridget, learning how this works, talking to somebody like Phoebe, learning how the compliance works, and really investing time and energy in understanding the steps will give you the tools to be able to present yourself as a good partner, and really give you the tools to protect yourself as well.
To know when to step away, when to push back and when and where to draw the line. 'Cause most of the times, right, like Phoebe was saying, is, yeah, move fast and break things. A lot of times when the MSO side's moving fast, they don't know that things are broken. They don't know they've put [00:27:00] themselves at risk, and you're gonna have to be the one that goes, "Wait, wait, wait, wait, wait."
You know, I was dealing with a kind of a medium-sized telemedicine company, and they were s- you know, they didn't have their, you know, their payment structure all set up. And, I had to be the one that was educating them how to set up their payment structure. You know, that's just an example.
And, um, yeah it's Educate yourself. Go out there and understand this. You know, uh, this is no longer just a signature on a paper, so. Yeah.
Well, and interestingly enough, and, you know, Bridget, I know we, we met earlier this week, but I think one of the cool things that I've actually gotten to experience over the past couple months, you know, working on just a couple different opportunities that Leo had, and for people listening, you guys know I help Leo with his compliance, so you know.
But the interesting thing is I've actually been able to get Leo compensated for all the work that it takes prior to starting. So historically, it would be these very [00:28:00] long, drawn-out processes where physicians would kind of get entangled in it, and then not get compensated, 'cause it was always like, "Well, we'll do it when we get credentialed," or, "We'll do it when this moment happens," or, "We'll do it when this," this other
"When we have our first patient." And you're kind of left in this weird limbo. And because Leo's been more involved, I've been able to kind of say, "Well, it's a consulting fee." I mean, you're meeting with him. He's helping you. Prior to having everything set up, he's helping you, you know, write your clinical protocols.
He's helping you pick your EMRs. He's helping you figure out the payment stuff. He's interviewing your clinicians, 'cause technically he has to. Yeah. And he's been actually able to get consulting fees, which are non-clinical, but also, you know, again, I think it, it's starting to slowly show you know, I mean, he, I guess he's dipping into my, my income, but Um, I'm turning him into a consultant.
Um- ... but to me, I, I think that's also been really interesting, because I think at the end of the day, if Leo can get more consulting where he doesn't have to be the PC owner, but he could come into [00:29:00] these opportunities and actually explain the right process and spend time training, companies up, I still think that would even be a huge value add, because to me it's
You know, half of the problem, I think, is people just don't understand the right process because they've been ... They've maybe had a couple of these opportunities, and they were trained wrong from day one, um, and didn't have a, a Bridget, to ... like us, who's like, "Well, you gotta do it this way."
Oh, we are
so lucky.
Aw, thanks, guys. But I'm glad you brought this up, because that pre-doors open physician consulting is so important. Again, uh, friendly shareholders who are on the naive side of things, sometimes they sign on. The company's already seeing patients. They sort of step in, and there's no policies, procedures- Yeah
protocols, informed consents. Or worse yet, they're working with a batch of documents that were AI'd by the, the tech company people.
Happens a lot. [00:30:00] Hey-
There's no doctor eyes on it ...
right here's something that we looked up. This is what ChatGPT said. Can you please sign on the line? Oh, I see your face.
W- this- No ... we, we need a video of this, by the way. But yes. It's, yeah, right? this is why they need somebody like you, Bridget to take a look at that, and- Thank you ... it's, you know, spend, spend a pound now versus, you know-
...
You know, a ton later, right? Yeah. Yeah.
Well, and, and, again, most of them, you know, which kinda drives me crazy, is they always say, "We're gonna do compliance at the end."
Like, "We'll, we'll get an audit at the end." I get a lot of calls and emails, "But do you do, can you come and certify us for compliance? We just finished building our product," or, "We finished this." And I'm like,
Too late ...
poor, poor form You gotta change this, this, and this. And I'm like, "No, I can't."
Like, there is no certification. And, like, also, I don't really want to, 'cause it's been a- You've probably gone, you've done it, completely wrong, because, they'll either not have legal counsel, [00:31:00] not loop in the right people, not have the right people who understand how it should get formed.
And then at that point, it's three times more to correct it all
Yeah. Great point, Beadie So do we have some takeaways for your listeners? I'm thinking takeaways- Yeah ... if you're a telemed company listener, if you're the MSO, open up those documents that you've got, your management services agreement and your succession agreement or stock transfer restriction agreement.
They have to be revised or eliminated in Oregon. Yeah. And if you're a doctor congratulations your stock transfer restriction agreement in Oregon is no longer effective.
You own it all.
Have at it. Right.
Well-
Well, and frankly, one conversation my colleagues and I have had over the years is what would we do if one of our client's friendly shareholders went rogue?
Because in the backs of our minds, we really... Nobody [00:32:00] ever really knew how enforceable succession agreements are. Yeah. It just, it hasn't been litigated.
Yeah.
It's a area that is gray. So we now know what would happen if a doctor went rogue in at least two states, but I think that many other states, the MSO could find that if the doctor decides to sell the PC out from under them, that the MSO would not have a very strong cause of action to get that PC back.
Yeah. Th- there's-
And it's a lot of new strategy ...
nightmare stories that we've heard on MSO side, where the doctor had taken the PC and said, "See you later." Right? Um-
Yeah.
Yeah. So no, interesting. Well, hey, um, we're about time. Bridget, thank you so much. This is amazing. Honestly, we could go on and on and on.
One questionhow can our listeners get ahold of you if they have any questions or want a p- a legal partner while they go through this, uh, go through their steps? And when I say legal partner, the... i've really [00:33:00] enjoyed our partnership, talking through it and, you know, um, I, I truly believe this is a partnership and not just you talking down to me, so, highly recommended, but how do they get in contact with you?
Thanks, Leo. I think if you google Bridget Maloney health attorney, I should probably be the first thing that pops up. My email is bmaloney@lippes.com, L-I-P-P-E-S.com. So those are two of the best ways. Or just give Leo a call. He knows how to find me.
Oh, Absolutely. It's on speed dial, and you're, like, one of my little, like, favorites on email.
Um- ... too easy to find. Bridget, thank you so much. Again, we look forward to having you back on. We already have you scheduled. We gotcha. Yes ... thank you again. This is always a pleasure, but pleasure talking to you over this forum as well.
It's been a lot of fun. Thank you both so much, and I'll see you next time.
Yeah. To our listeners out there, mahalo for listening, and we'll catch you next time.
[00:34:00] Bye.
Bye.