Corporate Practice of Medicine (CPOM) & Friendly-PC Architecture
Structuring legally impervious MSO platforms that safeguard physician clinical sovereignty while allowing private equity sponsors to capture Fair Market Value management returns.
Under state Corporate Practice of Medicine (CPOM) doctrines, particularly in strict states like Texas, California, and New York, general business corporations and non-physician investors are strictly prohibited from employing doctors, directing clinical diagnosis, or owning professional medical entities. Private equity platforms that employ loose, boilerplate Management Services Agreements (MSAs) or exert excessive clinical control face devastating regulatory penalties, fee-splitting litigation, and deal-killing enforcement actions. Kompanie Healthcare Partners LLP structures battle-tested Friendly-PC networks where licensed physician directors retain 100% medical authority, while the Management Services Organization (MSO) owns all non-clinical real estate, technology, and billing operations, compensated via defensible Fair Market Value (FMV) management fee formulas.
Deliverables
- Drafting two-tiered Friendly-PC bylaws, stock transfer restriction agreements, and succession director charters.
- Structuring Fair Market Value (FMV) Management Services Agreements compliant with Stark Law and the federal Anti-Kickback Statute (AKS).
- Establishing clean clinical bank account separation and physician-governed clinical review boards.
- Defending MSO fee structures against state medical board fee-splitting audits and third-party payer recoupments.
Frequently asked questions
Can an MSO take a percentage of medical practice gross revenue as a management fee?
In many strict CPOM jurisdictions (including Texas), percentage-of-revenue management fees are heavily scrutinized and can be classified as illegal fee-splitting if not tied to verified Fair Market Value (FMV) services. We structure hybrid fee models—combining cost-plus formulas, fixed administrative retainers, and performance bonuses tied strictly to non-clinical overhead efficiencies.
What happens if the Friendly Physician Director leaves or passes away?
Our structures include Physician Succession and Stock Restriction Agreements. The MSO holds the unilateral right to designate a successor licensed physician to acquire the professional corporation shares for nominal consideration within 30 days, guaranteeing platform operational continuity.