Doctors, Physicians and other Medical Professionals have special needs and require legal representation from an attorney who understands the nuances of a Medical Practice. Whether it is the review of a medical contract or the formation of a medical corporation, Mirowski & Associates provides legal representation to all facets of the health care industry in greater San Diego region. In addition, Mirowski is the Attorney/Manager of the San Diego House Staff Association, the California PERB certified exclusive representative of UCSD Interns & Residents. Mirowski & Associates specializes in reviewing and drafting physician and medical industry contracts, employment agreements, labor matters, the formation and maintenance of professional medical corporations and other operational needs of Medical Professionals. The purpose of this page is to provide references and resources helpful to medical professionals.
The Office of Mirowski & Associates provides legal representation and management to the San Diego House Staff Association (SDHSA), the PERB (Public Employment Relations Board) certified representative of the UCSD Residents or “House Staff.”
SDHSA is a California Nonprofit Mutual Benefit Corporation created in 1973 and certified by PERB as the exclusive representative of UCSD House Staff in these titles: 2709 Resident Physician I; 2723 Resident Physician II-IX; 2738 Chief Resident Physician. The SDHSA negotiates compensation and benefits for UCSD Residents with the UCSD Medical Center.
What Mirowski & Associates Does for SDHSA Doctors
As a special benefit to the Members of the San Diego House Staff Association, Mirowski & Associates endeavors to make sure that the Members understand the special needs of their profession. To do this, we offer:
- Initial Conference Free: Paul Mirowski will meet with all new professional clients at our office for a free initial half hour consultation. We want to make sure we understand your goals, needs and concerns.
- SDHSA Discount: As a Member of the SDHSA, Mirowski & Associates offer a special twenty percent (20%) discount against our standard hourly rate.
Why Medical Professionals Incorporate?
It has become traditional for medical practitioners to create “professional” (medical) corporations for a number of reasons including:
- To limit the medical practitioner’s liability for business claims and for malpractice claims against other professionals associated with their practice (although a corporation does not limit one’s liability for personal malpractice).
- To take advantage of certain benefits which in certain cases are deductible from the corporate income.
- To take advantage of Corporate retirement benefits which can be more liberal in certain respects than available individual plans.
- To establish an order and continuity in the business, and;
- To provide additional flexibility in regard to certain income and taxation issues.
Go to Business Section for additional information about Corporations.
Why Are Medical Corporations Different?
Members of certain professions are required to incorporate in California under the California Moscone-Knox Professional Corporation Act. This “Act” requires that the corporation be formed by complying with certain formalities and in some cases also registering with a professional regulatory organization. Please note that contrary to popular misinformation found on the internet, there are severe pitfalls to incorporating in a different state if your practice and income will be earned in California. See The Dangers of Incorporating Out of State in our Business Section for what you need to know about “Foreign” (Non-California) Corporation.
For more information about California Requirements go to the Medical Board of California.
The disadvantages to forming a Professional Corporation are the additional costs and paperwork involved in forming and maintaining your corporation. Mirowski & Associates attempts to make the process as painless and affordable as possible and offers programs to help you maintain your already formed corporation in healthy operating order.
The “Standard Contract” Fallacy
Clear, accurate and well-drafted contracts are essential to the proper and trouble-free operation of any business. See “Contracts Primer” under our Business Section. Understanding the terms to which you are agreeing in a contract is central to the idea of a contract. These issues are even more important to a medical professional, whose future practice will often be subject to, and controlled by, the terms of a medical service provider contract offered by a faceless organization. Although you will be told it is a “standard contract,” the phrase is a misnomer. All contracts are “standard” only in the sense that the offering drafting party has deemed it their “standard” contract. Although these contracts may contain a number of standard clauses, all such contracts should be reviewed by an attorney.
Why Have Your Contracts Reviewed?
The essence of a contract review is: (a) To provide the client with an understanding of the terms of the agreement and what they will mean in the future, and (b) To discuss whether these terms are acceptable to the client in view of the clients future plans and needs, and (c) To discuss what options are available. Although it is common sense that large organizations have the greater bargaining power, all contracts are negotiable. Alternatively, as your mother probably taught you, if you do not ask, you will not receive. The bottom line is if you do not understand what you are agreeing to, you will not know what to ask for!
Typical Issues for a Medical Services Contract
The following are some of the issues which may be discussed in a Medical Services Contract:
- Whether the physician/practitioner is an individual or are their services provided through their professional corporation.
- Specific duties including time required for administrative functions.
- Commitment / minimum number of hours / shifts.
- Location(s) at which services will be provided.
- On-call coverage.
- Maintenance of licenses.
- Participation in managed care contracts and Medicare requirements.
- Exclusive services – whether and under what circumstances the physician is permitted to perform other “outside services” including pro bono services, speaking engagements or experts witness consultations and who (the employer or the physician) is entitled to any income derived from those activities.
- Compensation including base compensation, incentive or productivity based compensation with specific / objective benchmarks, bonus programs, tiered systems.
- Mechanism for management participation and/or feedback.
- Benefits for physician and his or her family.
- Professional liability insurance and tail coverage. Who pays and is there a time period before tail coverage is paid by the employer?
- Continuing education benefits.
- Facilities, equipment & support staff.
- Reimbursement for expenses.
- Billing and collection duties and rights.
- Records, record keeping, responsibilities and rights.
- Ownership of developments / intellectual property.
- Representations and warranties.
- Term of agreement / renewal.
- Termination: for cause, without cause, procedures, severance, repayment of costs and rights.
- Restrictive covenants, non-solicitation, confidentiality and protection of trade secrets.
- Remedies for breach.
- Miscellaneous provisions including, mediation, arbitration, attorney fees and venue.
For additional information, please contact us by email or call us at 619-702-5300