Healthcare MSO Management Services Agreement (MSA) Architecture
Drafting enforceable, Fair Market Value administrative agreements that protect non-clinical cash flows under Stark Law, Anti-Kickback Statute, and Texas Occupations Code § 165.156.
The Management Services Agreement (MSA) is the legal linchpin connecting the investor-backed Management Services Organization (MSO) to the clinical Professional Corporation (PC). If the MSA is sloppily drafted—such as granting the MSO authority over physician staffing ratios, patient scheduling limits, or clinical protocol approval—state medical boards can void the contract as illegal corporate practice of medicine, and payers can demand recoupment of all reimbursed claims. Kompanie LLP architects institutional MSAs featuring clear non-clinical boundaries, independent FMV fee schedules (cost-plus and fixed monthly management retainers), non-clinical IP licensing, and bulletproof dispute resolution protocols.
Deliverables
- Comprehensive 40+ page institutional MSA master agreement with exhibits for billing, facilities, and IT.
- Fair Market Value (FMV) fee benchmark schedule compliant with 42 C.F.R. § 1001.952(d) safe harbor.
- Strict clinical carve-out covenants preserving 100% medical decision-making autonomy for physician owners.
- Intellectual property assignment, EHR licensing, and patient data custody compliance protocols.
Frequently asked questions
Can the MSO terminate the physician director for failing to meet EBITDA targets?
No. Conditioned termination based on financial quotas directly violates CPOM doctrines and indicates illegal control over medical judgment. Terminations of clinical directors must be strictly governed by board qualification, licensure standing, and clinical competence criteria outlined in the PC bylaws.
How frequently should the MSA management fee be re-evaluated for Fair Market Value?
We recommend annual or biennial FMV reviews, especially when the MSO introduces new centralized technology systems, clearinghouse integrations, or facility expansions that increase the scope of non-clinical services rendered.