You’ve built a successful practice, and a private equity firm or strategic acquirer has made an attractive offer. But before you proceed, there’s a critical state-level rule that can shape—or even stop—your deal: the Corporate Practice of Medicine (CPOM) doctrine.
This isn’t just legal trivia; it’s a fundamental principle that dictates who can own a medical practice and employ physicians. For owners in states like California, Texas, and New York, ignoring CPOM can put the entire transaction and your medical license at risk. Understanding this doctrine is a crucial step in preparing for the post-acquisition changes that follow a sale.
What is the Corporate Practice of Medicine (CPOM) Doctrine?
The Corporate Practice of Medicine doctrine is a legal principle, established at the state level, that prohibits non-physician entities—like standard corporations, private equity funds, or laypersons—from practicing medicine. This generally includes directly owning a clinical practice or employing physicians to provide medical services.
The primary goal of CPOM is to protect the integrity of the physician-patient relationship. The doctrine operates on a simple premise: clinical decisions should be made by licensed medical professionals, free from the influence of corporate shareholders focused on profits. It aims to prevent situations where a business executive could dictate patient care protocols to maximize revenue.
Because CPOM is not a federal law, its interpretation and enforcement are left to individual states, creating a complex patchwork of regulations across the country.
State-by-State Enforcement: Why Your Location is Critical
The single most important factor in CPOM compliance is your practice’s location. Approximately 33 states have CPOM laws on the books, but the level of enforcement varies dramatically. What is standard practice in one state could be illegal in another.
This is why you can’t apply a one-size-fits-all approach to deal structuring. The transaction must be tailored to the specific rules of your state.
| CPOM Enforcement Level | Example States | Implications for M&A |
|---|---|---|
| High Enforcement | California, Texas, New York, North Carolina | Strict prohibition. Non-physician ownership is not allowed. MSO structures are required. |
| Moderate / Variable | Illinois, New Jersey, Colorado | Rules exist but may have specific exceptions or less aggressive enforcement. Legal review is critical. |
| Low / No Enforcement | Florida, Delaware, Ohio | Doctrine may be dormant or non-existent, allowing for more direct ownership structures. |
Even in low-enforcement states, it’s wise to structure deals carefully, as a state can choose to increase its enforcement activity at any time.
How CPOM Impacts Your Practice Sale
For a physician-owner, the CPOM doctrine directly impacts the mechanics of a sale to any non-physician buyer. In states with strong enforcement, these rules create two major roadblocks:
- Ownership Restrictions: A private equity firm or a typical LLC cannot directly purchase and own the assets of your clinical practice. The legal entity that holds the right to practice medicine must be owned by licensed physicians.
- Employment Restrictions: The buyer cannot directly employ you or your associate physicians to perform clinical services. This means a standard employment agreement between the buyer and the physician is often not compliant.
Failure to adhere to these rules carries significant risks, including financial penalties, physicians losing their licenses, and, in the worst-case scenario, the entire M&A transaction being declared null and void.
The Solution: Compliant Deal Structures in CPOM States
So, how do multi-million dollar deals happen in states like California? The answer lies in separating the clinical functions of a practice from its administrative and management functions. The most common and accepted method for this is the Management Services Organization (MSO) model.
Here’s how it works:
* The Professional Corporation (PC): Your clinical practice is owned by a new legal entity, typically a Professional Corporation (PC), which must be 100% owned by a licensed physician in that state. This PC employs all physicians and clinical staff and holds all clinical assets. This is sometimes called a “Friendly PC” because its physician-owner is friendly to the goals of the investor.
* The Management Services Organization (MSO): The buyer (the PE firm or larger company) owns a separate company called a Management Services Organization. This MSO provides all non-clinical, administrative services to the PC.
The MSO enters into a long-term Management Services Agreement (MSA) with the PC. Under this agreement, the MSO handles:
* Billing and revenue cycle management
* Marketing and advertising
* Human resources and payroll for non-clinical staff
* IT support and EMR systems
* Real estate and equipment leasing
* Financial reporting and accounting
In exchange for these services, the MSO charges the PC a management fee. This fee is structured to capture the majority of the practice’s profits, effectively transferring the economic value of the practice to the investors without violating CPOM. A well-structured transaction using this model is a key component of a successful deal, and you can learn more about the MSO structure here.
Navigating Compliance: Your Go-Forward Plan
Successfully handling CPOM requirements comes down to proactive planning and expert guidance. You cannot afford to treat this as an afterthought.
First, conduct your due diligence early. Understanding your state’s specific CPOM stance should be one of the first steps you take when considering a sale.
Second, assemble the right advisory team. The importance of specialized legal counsel cannot be overstated. You need a healthcare attorney who has extensive experience structuring deals in CPOM states, not a general business lawyer. They will ensure the MSA and other legal documents are crafted to keep clinical and business decisions appropriately separate.
Finally, recognize that CPOM is just one part of a larger regulatory framework. Your deal structure must also be compliant with federal rules like the Stark Law and Anti-Kickback Statute, which govern referrals and financial relationships.
How SovDoc Helps You Address CPOM Head-On
At SovDoc, our M&A process is built to confront CPOM from day one. We don’t wait for legal diligence to uncover a potential deal-killer. Our valuation models and proposed deal structures are designed with your state’s regulatory environment in mind. We work alongside your legal team and connect you with experienced healthcare attorneys to ensure the transaction is not only profitable but legally sound and defensible long after the deal closes.
Your practice’s legacy and your financial future depend on getting this right. With careful planning and the right partners, you can achieve a successful sale while fully complying with the law.
Frequently Asked Questions
What is the Corporate Practice of Medicine (CPOM) doctrine?
The Corporate Practice of Medicine (CPOM) doctrine is a legal rule at the state level that prohibits non-physician entities from owning medical practices or employing physicians to provide clinical services. Its main purpose is to protect the physician-patient relationship by ensuring that clinical decisions are made by licensed medical professionals, free from corporate influence focused on profit.
Why does the CPOM doctrine matter when selling a medical practice?
CPOM matters because it dictates who can legally own your medical practice. In states with strong CPOM enforcement (like California and Texas), non-physician entities such as private equity firms or corporations cannot directly own or employ physicians in a clinical practice. Violating these rules risks fines, loss of medical licenses, and can nullify the entire transaction.
Which states have strict CPOM laws and how does this affect selling a practice?
About 33 states have CPOM laws, with varying levels of enforcement. High enforcement states include California, Texas, New York, and North Carolina. In these states, strict rules prevent non-physician ownership and employment, requiring specialized deal structures like the Management Services Organization (MSO) model to comply with the law during a sale.
How does the MSO structure help in complying with CPOM rules when selling a practice?
The MSO model separates clinical functions from administrative ones. A physician-owned Professional Corporation (PC) holds all clinical assets and employs doctors. A separate MSO, owned by the non-physician investors, provides non-clinical services (billing, HR, marketing) to the PC for a management fee. This keeps clinical decisions with physicians and allows the investors to receive economic benefits legally.
What should I do to ensure CPOM compliance during the sale of my practice?
Start with early due diligence to understand your state’s CPOM laws. Assemble a team including healthcare-specific legal counsel experienced in CPOM-compliant deal structures. Ensure all agreements, especially the Management Services Agreement (MSA) between the PC and MSO, are carefully crafted so that business decisions do not influence clinical care. Also, consider other federal laws like the Stark Law and Anti-Kickback Statute in your planning.
