Good afternoon. I'm Robert Lyles. I'm an attorney with Lyles Parker in Washington, D.C., and it's my pleasure today to present to you the presentation, The Business of Medicine. I will tell you, normally when we don't have COVID to worry about, and I present this presentation at Mayo, this is almost always a two-hour presentation, so we're cutting it way back today, and I understand that. I've tried to include a lot of the information on the slides, though, so that if you have questions, you can always feel free to give me a call. Now, there's a lot of things we're talking about. We're going to talk about two primary areas. First is going to be payer issues, the government enforcement efforts that are out there, and then we're going to talk about something near and dear to your heart, and that is negotiating your first contract. Now, with regard to payer issues, this is something that many of you don't know a lot about, perhaps, but you need to understand that once you're out in the business world and you're working with a practice, there are a number of different entities that can come in and audit your endocrinology practice claims, everything from Medicare Associated Contractors, like Strategic Health Solutions, UPICs, which are Unified Program Integrity Contractors, to folks on the state side, you know, the MFUCUs, the Medicaid Fraud Control Units. The first time I heard MFUCU, I thought somebody was disrespecting my mother, but they're there, and they can come in and audit your claims when you're dealing with Medicaid claims, of course, and then on the private side, every one of the private payers, the non-governmental payers, have something known as an SIU, a Special Investigative Unit, and to the extent that they have questions about your claims, they will conduct audits of those claims. This is very important. You have to understand that now more than ever, it's really important that you understand exactly what the coverage and payment requirements for each of the services that you're providing and billing, what they are. Unfortunately, the coverage and payment requirements that Medicaid requires, that Medicare requires, that Medicare Advantage or Medicaid Advantage, or any of the privates, they're all a little bit different. So, one of the things that you're going to need to do when you enter into these practices is you need to make sure that when you're taking care of a patient and you're going to be ordering services or providing services that will be billed to the payer, make sure you understand both what the documentation requirements of that particular payer are, and also what are the specific coverage and payment requirements that that payer insists on, okay? Very important. Now, not to scare you, but you need to understand also that the government these days, they are very, to the extent that there ever is a problem on the Medicare or Medicaid side, or even in certain cases under the private pay side, and the government opens an investigation. It's important for you to realize that the government these days is really focusing on individual accountability for corporate wrongdoing. Essentially, this is a rule that came up, or not a rule that came up, but it's something that was really codified or memorialized at the very end of the Obama administration, with Deputy Attorney General Sally Yates. She was later Acting Attorney General, and under the current administration, they got rid of her. But while she was there, she issued this guidance that essentially stands for this idea that individuals are the ones who violate the law, not corporations. Corporations are fictitious persons, okay? So, to the extent that DOJ is investigating and prosecuting cases for wrongdoing, they're going to be focusing on individuals, and in fact, that's what we've seen in recent years. So, be very careful. Understand what's expected of you, not just under the Medical Practice Act, but also what the requirements are in terms of billing and coding. Very, very important. Normally, we would speak on these two issues and the nuances in these issues for an hour, but we don't have that today. So, we're going to get right into employment issues, contract considerations. I really recommend, before you take any job, make sure you check out the reputation. Conduct some due diligence of the practice. Make sure that these are folks that you want to associate with. You know, it's like the old saying that our mamas always told us, you're judged by the company you keep. You know, is this an organization that has a sound compliance plan in place? What is their payer mix? Is it mostly Medicare, or is it mostly private pay? You know, do they have a lot of HMO Advantage plans where they have capitation contracts in place? You know, what's going to be there for you to build your practice? What are your primary sources of referral? Who else is working there? What is working at the organization? Is there any type of formal peer review process? Due diligence. Before you hook up, make sure you conduct that due diligence. With regard to your salary, all kinds of issues here, guys. You know, make sure that your compensation scheme is going to fully comply with the anti-kickback statute, Stark. Make sure that, you know, what kind of benefits you're going to be getting. Sick days, health insurance, 401k, life insurance, the rest of it. Got to be careful. Understand the compensation scheme. Understand how you're going to be paid. And make sure that you have a health lawyer look at the contract before you sign it. Okay? Very important. Bonuses. You know, one of the big issues these days that the government looks at, of course, is they want to see, you know, not just how your compensation is structured, but how is your bonus going to be calculated? Does your total compensation exceed fair market value of your services on a full-time basis? That's a big deal. You need to look into that. Okay? What other ancillary revenue streams are you going to have? In other words, is it okay for you to work outside of the practice? And if you do work outside of the practice, you know, how is that income going to be treated? Okay? What kind of insurance is your employer going to provide? Make sure that they're going to be covering your medical malpractice. Are there any kind of stock options? You know, any type of tax issues addressed by your CPA before you sign the dotted line. Beware of any kind of liquidated damages. You know, like if you get some type of a bonus, but if you don't stay for a certain period, you may have to pay that bonus back. Okay? Sometimes you'll be, your new employment will allow you to get a relocation or a recruitment bonus. Well, understand those bonuses have to meet certain requirements under the anti-kickback statute and Stark. Very, very important that you have someone do a complete analysis and make sure that what they're proposing for you in terms of a relocation bonus and a recruitment bonus, make sure that you're meeting the requirements and understand what's going to happen if in fact you have to leave early. Because in most cases, of course, they're going to have want that money back and they're not going to have a choice. And we've had, we've worked on cases where they were very aggressive coming back to get that money. So it's really important. If you break those recruiting agreement obligations, more than likely the hospital's going to have you repay all or part of the recruitment relocation bonus that you received. Very important stuff. Okay. Non-competes. Check out that non-compete. I know this may be your first contract after finishing your fellowship. Okay. But you have to understand what if this doesn't work out? What if I have to leave? Is this going, is this contract going to restrict me from working in the area? You know, most states have certain parameters that they have in place that kind of define what is reasonable in terms of time and geographic scope, you know, but that's something you need to look at. Confidentiality clauses, very important. You know, they don't want you, your new employer is not going to want you leaving there and taking information that's proprietary to your new employer. So that's something you got to watch out for. Very important that you look at the confidentiality and the non-compete provisions. Non-solicitation. This is something, of course, you know, I mean, what's going to happen if in fact you violate the non-solicitation provision in your contract? If there is a conflict, is it going to mediation? Do you have to go to arbitration? You know, mediation is typically non-binding settlement conference where you try to work it out. Arbitration is a lot more formal. It's also very expensive. If you have to go to mediation or arbitration under the contract, who's going to pay for the mediators and the arbitrators? These processes, you know, they make it sound like that they're a lot better than just taking it to court. But the fact is, arbitration can be just as expensive. Okay. So these are things you have to kind of worry about and think about. Choice of law and venue. Very important. If you join a practice, especially one that is a multi-site organization, okay, and they may have offices, they may have practices in multiple states, you know, if there is a conflict or there is some type of disagreement, where are you going to have to resolve that case? You know, are you going to be able to resolve it locally? Or is it going to have to be in another state? You know, you may move to Maine, but it could be that not only do they say that, you know, you sign up on this agreement, you may agree that the choice of law and the venue, in other words, where the case is going to have to be heard, could be New York. Well, it gets a lot more expensive, obviously. If you're having to litigate a case, a contract case, in a different state than where you live. So choice of law and venue clauses, they can be negotiated, but they're very important. And you want to avoid, you know, setting yourself up so that there's a problem. You know, the one thing I want to remind you of, these contracts and these new employers, you know, you're leaving your fellowship, they're wanting you to sign up for a, with a new practice. Everything's great until it's not. Okay. They're going to, everyone's going to be really helpful and professional. but when there's a problem, that's the reason why you got to look at these things so carefully on the front end. It's unfortunate, but it's just the way it is. And you cannot go into these new employment situations thinking everything's going to work out just fine. Many times they don't. What about the corporate practice of medicine? You know, this is something that you need to look into and make sure that in fact, whatever agreement you're assigning and the organization that you're joining, make sure that they are in fact compliant with corporate practice of medicine in that particular state. OK, partnership track. You know, you're starting out, you're just finishing your fellowship. But if it works out and you enjoy it there and they enjoy you being there, what are your chances for becoming a partner? How much is going to is the buy in going to be once you are a partner? You know, are you going to have joint and several liability? How's governance going to be handled? You know, is there a buy out provision that that, you know, if you stay there long enough, what's going to happen if you had to buy in? OK, well, if you actually stay there long enough to to retire, what's going to happen with with what's going to happen with your money? Will you get that money back or not? Professional services agreements, PSAs, you know, it's very possible that some of you may have an opportunity to the outside of of your new employment to be a medical director or do some local tenants work or on call or teaching. I strongly recommend that you have these business arrangements reviewed by a health lawyer before you take them. I can tell you right now, I probably have a dozen cases involving young physicians who have taken on these these telemedicine evaluation roles. They've been hired by these various employment companies to do these telemedicine evaluations. And it turns out that. The business arrangement doesn't meet the requirements for coverage and payment for Medicare or for many times for private or even the the requirements for it to be a proper bona fide telemedicine evaluation under state law. So you really have to be careful because these opportunities that you're going to be offered once you get out, they may seem like a great way to pay down your student loans and your other debt, but I would strongly suggest that you have someone look at these agreements and do your own due diligence on these companies as well before you decide to take on these additional gig type assignments, if you will. Also professional services agreement, you got to be very careful, like, for instance, with a medical director, you may be have an offer to be a medical director of a of a home health agency or a hospice. Well, you have to be really careful because the way that you're compensated, you know, it's going to be a personal services arrangement and you've got to make sure that, in fact, the way you're compensated actually meets the requirements for the safe harbor under the federal anti kickback statute. It's got to be a written agreement, not less than a year set in advance, reflect fair market value, lots. And it can't take value or volume of any kind of referrals into account. So, I mean, these are very highly technical requirements and you need to have an attorney look at these. OK, all right. Now, we've talked about you getting the job. Well, what about if you have to leave the job and you may leave the job because you relocate, you become a partner, you retire? One question that always comes up is, you know, what kind of contract were you under? Was it an at will contract or was it a for cause contract? Most of these contracts we're going to see are at will. And that basically means that an employer can can terminate your your employment for for any reason or no reason at all, as long as it's not one of these reasons that is prohibited by law, such as sex, race, age, religious affiliation, those types of things. OK, that's an at will contract for cause contract. They typically will will spell out exactly what constitutes cause and what types of things can lead to your termination. Once again, check these out. Make sure you understand exactly what the rules of the game are. OK, if if there is a a termination, you know, and this is why we look at these contracts so carefully on the front end. I mean, you have to think about, OK, well, how is it going to be while I'm there? But also, if this doesn't work out, you know, do I understand how this contract is going to impact me when I leave, for instance, tail coverage? You know, how long will you have the opportunity to to purchase medical malpractice tail coverage? What about your your patients that you're working with? How who will notify them? How will you notify them? All that stuff, you know, there may be important provisions in your contract, but also don't forget. You've got to compare those provisions to what's required of you under the state Medical Practice Act. Important stuff. OK, so these types of considerations of leaving. A position are just as important as those considerations when you're getting into the position, OK, and what benefits can you take with you? You know, we already talked about tail coverage and medical malpractice. Typically, you can sign up for health insurance from COBRA or or under under the Affordable Care Act. Of course, you don't even have to have that. But there are other requirements. You know, if you do have a change in your address, you know, it's really important. Like in Oregon, for instance, a failure to notify the state medical board of a change within 30 days can result in your license being placed on inactive status. Wow. Think about that. Also, you have to notify the DEA. I mean, now more than ever, they are really careful about changes in address, you know, and Medicare, of course, as well. You know what you've got? You've got to keep your personal enrollment and your current contact information up to date. Very, very important. If you don't do that and Medicare comes in and they start asking questions and you've got your wrong address on there, they can revoke your participation. And these days, revocation cases, as of November of twenty nineteen, Medicare revocations can be as long as 10 years. Well, imagine trying to get a job if you've been essentially knocked out of Medicare for 10 years. It makes it really tough. OK, what if you decide to hang out your own shingle? Well, good for you. You know, there's there's nothing better than being your own boss. It's a lot of work, but it's very rewarding. You need to figure out, first of all, how you're going to set up your practice. What type of legal entity are you going to set up? You're going to need to be working with an attorney that can help you set it up and also help you with your enrollment. OK, also, you know, seeking commercial insurance contracts, this can take a long time. You got to start early. Evaluate your operational needs. Look at EMR options. Gosh, EMR systems are very, very expensive. There are some some alternatives where you can get it for fairly inexpensive, but, you know, frankly, you get what you pay for. So I would really strongly recommend that before you outweigh a bunch of money for an EHR EMR system, you need to look and see which one is really best for your particular practice and the services and the care that you're going to be providing. OK, put a compliance plan in place. A compliance plan, of course, is to keep you within the four corners of the law and find a good CPA. Very important. They can really save you a lot of trouble with the the IRS. OK, so I know that was fast. I know it was crazy fast, but you can always call me with any kind of questions that you've got. But just in summary, let's just kind of summarize this real quick. If you can date before you enter into a business arrangement, in other words, if there's some way for you to work with them on a less formal basis for a short period of time and just make sure that this is the right group you want to join, see if you can do that. OK, get a health lawyer, not just not just any old lawyer. And what I mean by that, I mean, my grandfather was a judge, was a lawyer for in Texas and and and he did everything from oil and gas to murder one criminal defense. And I asked him one time, I say, Grandpa, what's your area of of expertise? And he said, whatever your problem is, that was my specialty. Well, you know, if you're going to be getting a lawyer, make sure that you get a health lawyer. OK, not one necessarily that does medical malpractice or personal injury, but one that understands regulatory work and understands what the contractual issues that we've just been covering that understands what those are. OK, and go over it, all these provisions with your attorney and make sure that you understand what your obligations are under the contract and also what's going to happen to you if, in fact, you have to terminate the contract. OK, keep good records, make sure that that and I'm sure that the practice is going to work with you carefully, but but make sure that that you you document any breaches. If the practice doesn't do what they're supposed to do, you need to document that. You need to talk to your counsel and and and get advice on how you should handle any type of breaches of of the contract. OK, and if you do have to terminate it or if they terminate the agreement, you're going to have certain steps that you have to go through. You know, you need to have your breakup plan down. You need to have it so that you know exactly. OK, well, here's what I need to do. I need to notify the state. I need to notify the DEA. I need to find out what my obligations are with with respect to my patients. And I need to look at it and see, am I restricted from opening a practice or working for someone within so many miles or doing certain types of services? Very important. These contracts can really impact you moving on. And guys, that is I know that was way too fast. A lot of information that we've gone through. But I want you to feel free to give me a call if you have questions. I would be happy to address them. We we represent providers all over the country. We've been working with ACE and and and the physicians of ACE for many years now, and we would love to work with you. Thank you very much. Bye bye.

payer audits

contract considerations

government accountability

medical practice

legal advice

compensation schemes