Medical Professionals (including physicians, surgeons, psychiatrists, psychologists, optometrists, nurses etc.) have special needs and require legal representation from an attorney who understands the nuances and requirements of a Medical Practice. Whether it is the review of a medical employment contract or the formation of a medical corporation, Mirowski & Associates has the necessary experience for the legal representation of Medical Professionals. Attorney Mirowski was the sole Attorney/Manager of the San Diego House Staff Association, (the California exclusive representative of UCSD Residents & Fellows) and spent the last two decades assisting Medical Professionals in reviewing, understanding and negotiating their medical employment contracts, organizing their medical practices, assisting in the formation and maintenance of California professional medical corporations and other business operational needs. The purpose of this page is to provide references and resources helpful to medical professionals.
Why Medical Professionals Incorporate?
It has become traditional for medical practitioners to create “professional” (medical) corporations for a number of reasons including:
- To deter and limit the medical practitioner’s liability for business and malpractice claims. We assist you to understand how to set up and manage a professional corporation. Note a common misconception – a corporation will not protect an individual from liability for personal wrongs / 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. Note – we do not offer tax advice.
Go to Business Section for additional information about Corporations.
Why Are Medical Corporations Different?
Medical Professionals are highly regulated in California by such entities as the Medical Board of California. Medical Professionals are also 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.
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 trouble-free operation of any business. See “Contracts Primer” under our Business Section. This begins by having a clear understanding the contract terms to which you are agreeing. These issues are even more important to a medical professional who will be establishing the legal, operational, financial and philosophical parameters of a Medical Practitioner’s employment. All Medical Employment contracts should be reviewed by an attorney who is familiar with the unique issues associated with a medical practice.
M&A wishes to dispel the false notion of a “standard” contract. A party may present a contract as their standard contract but this does not mean that the terms of such a contract are in any way standard. Each employment arrangement should be structured to fit the particular practice, roles and responsibilities of the parties.
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, 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 typical issues which may be discussed in a Medical Services Contract:
1. Whether the employed physician / medical practitioner is employed as an individual or provides their services through a professional corporation.
2. If the employer is a formal entity (corporation) what is it’s form, status, ownership, terms for admittance.
3. Specific duties expected including time required for administrative functions.
4. Commitment / minimum number of hours / shifts.
5. Location(s) at which services will be provided.
6. On-call and emergency coverage.
7. Participation in managed care contracts and medicare requirements.
8. 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.
9. Maintenance of licenses. Who pays for?
10. Compensation including base compensation, incentive or productivity based compensation with specific / objective benchmarks, bonus programs, tiered systems.
11. Mechanism for management participation and/or feedback.
12. Benefits for the physician and his or her family.
13. Professional liability insurance, lead and tail coverage. Who pays and is there a time period before tail coverage is paid by the employer?
14. Continuing education benefits.
15. Facilities, equipment & support staff.
16. Reimbursement for expenses.
17. Billing and collection duties and rights.
18. Records, record keeping, responsibilities and rights.
19. Ownership of developments / intellectual property.
20. Representations and warranties.
21. Term (period) of the agreement / renewal.
22. Termination: for cause, without cause, procedures, severance, repayment of costs and rights.
23. Restrictive covenants, non-solicitation, confidentiality and protection of trade secrets.
24. Remedies for breach.
25. Miscellaneous provisions including, mediation, arbitration, attorney fees and venue.
For additional information, please contact us by email or call us at 619-702-5300.