Houston Medical Practice Set-Up & Merger Attorney

Helping Healthcare Clients Start Thriving Practices Since 1987

We specialize in the business of healthcare. From entity selection to management services agreements, the health law team at Hendershot Cowart P.C. helps medical and healthcare professionals set up practices on solid and compliant footing.

Whether you are opening a med spa, physician practice, lab, IV hydration clinic, freestanding ER, ambulatory surgery center – or exploring telehealth services – our healthcare attorneys will put their decades of experience to work for you.

On This Page:

• Serving Health & Medical Professionals Across Texas
• What Our Medical Practice Set-Up Attorneys Can Do For You
• Compliance in Healthcare Transactions & Startups
• What Is the Corporate Practice of Medicine (CPOM) Doctrine?
• Choice of Entity for Your Healthcare Enterprise
• Joint Ventures
• Freestanding Emergency Centers (FECs) & Ambulatory Surgical Centers (ASCs)
• Get the Advice & Advocacy You Need

For over 30+ years, we have earned a reputation as one of Texas' preeminent law firms handling setups, mergers, and acquisitions of medical practices for healthcare professionals. Because of our knowledge and experience, other attorneys routinely refer their most complex healthcare matters to our firm.

We have experience setting up a diverse range of healthcare enterprises, including:

• Freestanding emergency departments (FSEDs)
• Med spas
• Ambulatory surgery centers
• Management services organizations (MSOs)
• Physician practices
• Healthcare joint ventures
• Ketamine clinics
• Men's health clinic or testosterone replacement therapy clinic
• Integrative medicine clinics
• IV hydration clinics
• Concierge or direct primary care practices
• Weight loss clinics
• Dental practices
• Laser hair removal clinics
• Compounding pharmacies
• Diagnostic labs
• Imaging centers, and more

We invite you to contact our firm to discuss your plans for a medical practice or healthcare enterprise. Call (713) 940-6242 or contact us online.

We will meet with you to discuss your short- and long-term goals and take a comprehensive, practice-specific approach to ensure regulatory compliance and help you avoid audits or investigations down the road. From entity selection to contractual agreements, we help create a foundation of compliance and a policy-driven structure for your practice.

Protect and establish your practice correctly with legal counsel on these complex matters: 

• Choice of entity (PLLC, PA, LLP, LLC, etc.);
• Regulatory compliance;
• Management services agreements and MSOs that comply with Texas’ Corporate Practice of Medicine doctrine;
• Individual compliance with state licensing requirements;
• Compliance with state and facility licensing requirements;
• Advice on how Stark Law, Anti-Kickback Statute, HIPAA, HITECH, and other healthcare statutes apply to your practice;
• Physician employment agreements, medical director agreements, and other professional contracts;
• Compensation plans, buy-in arrangements, bonus structures, covenants not to compete;
• Confidentiality agreements, exit strategies, and buyout formulas;
• Structuring partnerships and ownership interests;
• Billing arrangements;
• Establishing rights and duties of stakeholders; and
• Medical space and equipment leases.

Numerous regulatory requirements govern transactions and business dealings involving healthcare professionals and facilities. The Stark Law, Anti-Kickback Statute, Texas’ Corporate Practice of Medicine prohibition, and other laws and regulations all affect which parties can be involved in a transaction and how the transaction should be structured.

Our health and medical law attorneys regularly assist our clients with individualized compliance programs for all types and sizes of healthcare entities, including practices, clinics, and hospitals.

If state or federal government agencies do conduct investigations, we are well versed and experienced in handling audits, investigations, civil investigative demands, subpoenas, interviews, document production, hearings, and trials – and will prepare a strong and aggressive defense for you.

Texas law prohibits the corporate practice of medicine, which means physicians generally may not be employed by individuals without medical licenses or by business entities governed by laypeople. Although there are certain exceptions, including nonprofit corporation employment, this doctrine has far-reaching implications for how medical entities must be structured and governed.

Failure to comply, especially when starting a clinic, going through a merger, or establishing a joint venture, can expose medical providers and entities to significant penalties, including fines and adverse actions against their medical licenses.

In addition to affecting healthcare compliance with Texas' prohibition on the corporate practice of medicine, choice of entity sets the stage for how taxation and liability will be addressed throughout the life of the business. Each type of business entity comes with its own advantages and drawbacks that must be carefully assessed based on the specific circumstances of each business's needs and goals.

We help clients explore the most appropriate entity selection, including:

• Professional Limited Liability Companies (PLLCs) – PLLCs provide limited personal liability for members, including those actively involved in management, and favorable partnership-style tax treatment. You must have the appropriate license to take advantage of this entity.
• Professional Associations (PAs) – These provide favorable tax treatment and easy transfer of ownership interests. Shareholders are not personally liable for business debts or for damages claimed in lawsuits against the entity. This entity also requires shareholders to have appropriate licenses.
• Limited Liability Partnerships (LLPs) – Limited partners (who cannot be actively involved in management) have limited personal liability for business debts; this entity also enjoys favorable tax treatment.

Selecting the proper entity is only the first step. Practices will also need documents to ensure professionals and the business are fully protected. For example, a PLLC or PA needs agreements detailing how the entity will deal with transactions, purchase and sales of interest, expelling members, tag-along and drag-along rights, and buyouts.

Joint ventures are subject to extensive state and federal regulations. Affected by the terms of the business's operating agreement, partnership agreement, or other applicable contracts, physicians who own clinics, diagnostic labs, imaging centers, emergency medical centers, and other types of medical practices can find themselves burdened by a range of economic factors.

Before you take the first step in forming a joint venture or expanding your investor base, let us answer your questions regarding:

• The best corporate structure for your partnership or joint venture
• How to ensure good investor and shareholder relations
• Whether state licensure requirements will affect your partnership
• Protecting yourself with employment agreements and non-compete agreements
• The best commercial real estate agreements for your practice
• How Stark laws and/or fraud abuse laws, regulatory compliance and compliance programs will impact your practice
• How medical contracts may affect partnership agreements
• How third-party billing will affect your practice

FECs are becoming increasingly common in Texas. They can be separate and distinct from hospitals and are generally equipped to diagnose and provide emergency treatment like hospital emergency departments. We advise and represent investors in all aspects of establishing FECs, from choice of entity and joint ventures to fraud and abuse regulations and the Stark Law. This includes determining whether FECs may benefit from the Series LLC, a Texas business entity which allows investors to incorporate one entity, spin off other businesses from it, and retain limited liability in each of the businesses. We can advise whether a Series LLC or another entity is the most advantageous for you.

Ambulatory surgical centers (ASCs) focus on providing same-day services such as diagnostics, preventative care, and surgical procedures. A growing number of physicians are investing in these centers, and they are being acquired by or merged with hospitals. We have represented numerous ambulatory service centers in establishment, mergers, acquisitions and other business transactions, as well as hospitals in the sale and acquisition of ASCs, and have advised on regulatory compliance through these matters.

Hendershot Cowart P.C. is a recognized Texas leader in health care and business law. By operating on the belief that an “ounce of prevention is equal to a pound of cure,” we leverage our insight and experience to help health care providers across the state navigate the unique hurdles of their start-ups, mergers, and joint ventures with an eye on future viability.

To learn more about our services, contact us to request a consultation with a medical practice setup attorney today.