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LSU School of Medicine-New Orleans (LSUSOM-NO) is the
provider of Continuing Medical Education for this activity.
The planning and presentation of all LSUSOM-NO
activities ensure balance, independence, objectivity and
scientific rigor.
1
The LSU School of Medicine-New Orleans
designates this educational activity for a
maximum of 1 AMA PRA Category 1
Credit(s) ™. Physicians should claim only the
credit commensurate with the extent of
their participation in the activity.
Disclosure
2
I do not have the following
relationship(s) with commercial interests.
A commercial interest is any entity
producing, marketing, re-selling, or
distributing health care goods or services
consumed by, or used on, patients.
Contracting 101
The good, the bad, and the ugly!
Conrad Meyer Esq., MHA FACHE
Sarah J. L. Christakis, Esq., J.D., L.L.M.
Chehardy Sherman, LLP
cm@chehardy.com
sjlc@chehardy.com
(504) 833-5600
3
why is it important you have a health care
lawyer?
 You have spent 4 years of high school, 4 years of college, 4 years of medical school,
and 4-6 years as a resident – Now you are ready to begin your career!
 You search for a practice or hospital employment
 You met the partners or the administrator
 You are a hit
 They offer you a position
 Hand you a contract
 You like the compensation
 You reach for your pen – STOP!
 What are the other terms in the contract?
 Duties? Scope? Termination Provisions? Partnership? Compensation structure?
 Must read cover to cover – consider it a rough draft!
 Terms are negotiable! Both sides will compromise….
4
Preliminary Issues
 Contracts for employers are drawn up by attorneys
 Usually drafted to favor employers
 Usually two different types
 Straight Employment
 Recruitment Agreement
 Your lawyer is there to help you:
 Assist you with malpractice coverage and/or liability issues:
 Tail coverage
 Time period for coverage
 Indemnity – who indemnifies
 Notice issues
 Termination
 With and without cause
 Ownership of Patients lists/Medicare Records
 Notice to patients if Practice closes – avoidance of LSBME problems
5
Preliminary Issues
Due dates?
Contracts take time
Revisions
Negotiations
Immigration issues
Salary/Sign on bonus/relocation
reimbursement
Hospital v. Group
6
Marriage?
 Employment – akin to marriage
 Know your partner
 Groups goodwill in the healthcare community
 Qualities should include:
 Honesty, integrity, free and open communication, mutual respect, and
trust
 Ask to see the books –
 Understand Practice Finances
 Know your overhead – production bonuses
 Partnership provisions:
 Buy in
 Buy out
7
Benefits
Various benefits:
Professional organizations – who pays?
Licensing – who pays?
MCLE – who pays?
Disability
Define disability – for how long? Disputes?
Loans
Signing Bonus?
8
Devil is in the details!
 Physicians fail to get everything on paper:
 Must get every aspect of employment agreement in writing
 Expectations
 production
 Obligations
 Call schedule
 Compliance with third party payors
 Compliance with accounting/bookkeeping
 Oral promises get lost/forgotten
 Contract should be detailed with little room for interpretation
9
Negotiations
 Before negotiations determine:
 Salary desires
 Benefits
 Working conditions
 Look for deal breakers – prioritize deal breakers
 Partnership track – timeline/productivity/buy in
 Can you accept these terms?
 Long office/on-call hours/schedule
 Be realistic:
 Employers want to stick to their standard contract
 Major concessions can cause disputes
 You will not get everything you want
10
Negotiations
Ask Questions
Revenue growth
Bonus structure
Don’t be adversarial
Show interest and etiquette – most will respond
to questions – if not – red flag?
11
Devil is in the details!
 Pay Attention to the Definitions
 Contracts should cover:
 Office hours, time on call, MCLE reimbursement, professional dues, and
vacation time
 Focus items:
 Compensation and benefits
 New hires – usually fixed salary for a year (minimum)
 Salary – MGMA guidelines
 If based on productivity – RVU based, Quality based, Production based
 Call schedule
 If contract renews automatically make sure to address salary increase
 Moving expenses – covered?
 Benefits should be clear! – Health, life and disability insurance –
pension/retirement provisions (vesting and eligibility)
12
Devil is in the details!
 Term of Agreement – Area of Focus
 Auto - Renewal?
 How many years?
 Notice requirements – who notifies who
 Termination clause
 Review – allows for either employer or employee to terminate
 Without Cause - requires 60-90 days
 Moratorium – require employer keep you for 6 months
 Termination for “Cause”
 Read carefully
 Look for reasons for dismissal
 Should be clear and specified
 Look for subjective open-ended provisions – “behavior is not in the best interest of
the practice”
 If definitions are too loose ask they be eliminated or restricted
13
Devil is in the details!
 Dispute Resolution
Mediation/Arbitration (binding/not binding)
 Non-Compete Agreements
 Almost all contracts contain
 If you leave – you will not be able to practice in a certain area for a
certain time period
 Louisiana enforces Non-Compete if it states the parishes
 Look for reasonableness
 You might not be able to eliminate this clause
 May be able to limit to facilities when terminated for “Cause”
14
Devil is in the details!
 Compliance with laws
 Requirement for CMS
 Inspection of records
 Corporate Practice of Medicine
 Governing Law – usually Louisiana – or location of hospital
 Addresses venue, location of arbitration etc.
 Assignment
 Reassignment of claims to hospital or group
15
Devil is in the details!
 Requirements for Partnership?
 Time period
 Financial Productivity
 Buy in
 Buy out
 Ownership percentage (shares)
 Voting rights
 Distribution of practice revenue
 Protocol for evaluating practice assets
 Equipment
 Property
 Accounts Receivable
 Tax Issues
16
Devil in the details
 Partnership
 New hires – usually have lower salary to obtain partnership
 Should specify time doctor would be considered
 Should specify requirements – productivity
 Should specify “buy in”
 Trial period – usually one year
 Should contain annual or semi annual review of doctor’s work
 Criteria should include:
 Quality of medical care, nature and frequency of complaints, productivity
date – all should be described
 What is being purchased? – Stock, Shares, Interest in Partnership?
 Are assets part of the deal?
17
Devil is in the details!
 Partnership (cont.)
 “Buy In” Formula:
 Hard assets – furniture, equipment,
 A/R – Accounts Receivable
 Goodwill
 Patients now choose managed care based on costs rather than reputation
– so goodwill is less a factor and “buy ins” less expensive
 If “buy in” is high –will group finance at low interest rates? – Look to
negotiating excess production beyond bonus to apply to “buy in”
 Tax issues
 Ask about Valuation of Practice
 Book value v. FMV
18
Anatomy of a Physician Contract
 Introductory Paragraph
 Recitals
 Agreement to Employ
 Employment Duties
 Compensation
 Benefits
 Term
 Termination – By Employer/By Physician
 Practice Standards
 Facilities provided by Employer
19
Anatomy of a Physician Contract (cont)
 Medical Staff Privileges
 Reassignment Professional Fees
 Medical Records
 Disability
 Restrictive Covenants
 Disputes
 Partnership
 Misc Provisions
20
Anatomy of a Physician Contract
Introductory Paragraph:
The first section of the employment agreement should do three things: (1)
indicate the date the agreement is being signed; (2) precisely identify the
parties to be bound by the agreement; and (3) indicate the type of legal
entity through which the employer is doing business, e.g., a corporation or
a partnership.
Sample Provision: Introduction
THIS PHYSICIAN EMPLOYMENT AGREEMENT ("Agreement") is made and
entered into as of this _____ day of __________________, 20__, by and
between _______________________ Medical Group, [Inc.], a [insert the
state] professional medical [corporation/partnership] (hereinafter referred
to as "Employer"), and __________, M.D., an individual (hereinafter
referred to as "Physician"), with reference to the following facts:
21
Anatomy of a Physician Contract
Recitals:
The employment agreement typically will include some recitals designed
to express the intent of the parties in entering into the relationship.
Sample Provision: Recitals
A. Physician is a physician and surgeon, specializing in ___________ (e.g.,
internal medicine, cardiology, or radiology) who is licensed to practice
medicine in the State of ___________.
B. Employer is a professional medical [corporation/partnership] organized
under the laws of the State of ____________.
C. Employer desires to employ Physician on a full-time and exclusive basis to
provide professional medical services within the scope of Physician's
license and specialty to Employer's patients, and Physician desires to be so
employed by Employer and to provide such services to and on behalf of
Employer.
22
Anatomy of a Physician Contract
Agreement to Employ:
This provision sets forth the fundamental agreement of the parties to
enter into an employer-employee relationship. It should also specify
whether the relationship is full or part-time, and whether or not it is
intended to be exclusive or if the employee can enter into other
employment and contractual arrangements for physician services (e.g.,
moonlighting).
23
Anatomy of a Physician Contract
Agreement to Employ:
Sample Provision: Employment
Employer hereby employs Physician, and Physician hereby accepts
employment by Employer, for the purpose of providing professional
medical services, within the scope of Physician's license and specialty of
___________________, to Employer's patients. During the term of this
Agreement, Physician agrees that he or she shall render such professional
medical services to Employer as an employee on a full [part]-time and
[non-]exclusive basis in accordance with the terms and provisions of this
Agreement. Physician agrees that he or she shall not render professional
medical services to any other person or party during the term of this
Agreement, without prior notice to and approval of Employer.
24
Anatomy of a Physician Contract
Employment Duties
This section should set forth in some detail what clinical and
administrative duties the physician is expected to perform. The physician's
work schedule (including specific days of the week and hours) should be
described. Alternatively, this section could provide that the physician is
required to work whatever hours are necessary to discharge his or her
employment duties.
25
Anatomy of a Physician Contract
Employment Duties (cont.)
On-call responsibilities can be described in several ways including, for
example: every fourth night and weekend; equal to the employer's other
physician employees; or as scheduled by the employer from time to time.
Generally, employers will want to maximize their flexibility to schedule on-call
coverage, and physician employees will want to limit the employer's ability to
do so. What is most important is that the parties come to a clear agreement
on this point.
If the employer expects the physician to assist with practice management,
marketing, and other administrative tasks, this should be specified and agreed
upon as well.
See Example FORM RVU K
26
Anatomy of a Physician Contract
Compensation
Obviously, the physician employee's compensation is a key term of the
employment agreement. Compensation provisions vary widely from
straight salary (e.g., $150,000 per year) to complex production formulas. It
is not uncommon to have a mixed formula that combines a base salary
plus a bonus that is either at the employer's discretion or based upon the
physician employee's productivity. Development of a compensation
formula that incentivizes desired physician behavior is critical to the
success of any medical group or other employer.
.
27
Anatomy of a Physician Contract
Compensation (cont.)
Production Based
If a production-based formula will be used (such as paying the physician a percentage of
the collections they generate), the formula needs to clearly define what collections will
be credited to the physician. For complex formulas, examples should be included in the
agreement.
In any production-based formula, it is also important to provide how post-termination
collections will be handled. Will a departing physician be credited with post-termination
collections for services that he or she rendered before leaving? If so, for what period of
time? Will any post-termination expenses, such as collection costs, be charged to the
departing physician?
.
28
Anatomy of a Physician Contract
Compensation (cont.)
Profit Based
If some or all of the physician's compensation will be based upon "profit" generated by
the physician, then the employment agreement needs to describe in detail how
revenue and expenses will be determined and allocated. For example, some employers
will allocate certain expenses, such as rent, equally among group members; other
expenses, such as supplies, based upon the physician's percentage of the total
collections of the group; and some may be allocated 100% to the physician, such as
continuing medical education costs. It may be useful to review the employer's financial
statements line-by-line to insure that all sources of revenue and expense are accounted
for in a "profits"-based formula.
FYI- In order to avoid physicians "cherry picking" the best paying patients, some employers may allocate
revenue based upon the physician's share of the total relative value units generated by the group.
29
Anatomy of a Physician Contract
Benefits
In addition to cash compensation, most physician employees are provided with certain
benefits. The employment agreement, therefore, should describe any benefits that the
employer will provide including items such as malpractice insurance, health insurance,
memberships and dues, and time off.
Common Paid Expenses
Many employers pay or reimburse physician employees for some or all of the following
benefits: malpractice insurance; retirement plans; health, dental, vision, life and
disability insurance; medical staff dues; medical license fees; medical and specialty
association dues; automobile expenses; cell phone monthly charges; professional
journals; continuing medical education tuition, travel, lodging and meal costs;
marketing and promotion expenses; and moving expenses.
SEE FORM RVU K
30
Anatomy of a Physician Contract
Benefits (cont.)
Paid time off…..
The employment agreement should specify how much time off the physician may take.
However, the amount of time is only one of several issues that need to be considered.
• Will the time off be paid or unpaid?
• Will the amount of permitted time off increase as the physician gains seniority?
• Will there be separate categories of time off for vacation, holidays, sick days, personal days, and
continuing medical education?
FYI - The trend is toward combining some or all of these categories under the heading of
"paid time off."
• How many non-sick days may be taken off at one time?
• How much notice should the employee be required to give before taking time off?
• Will unused time off accrue indefinitely or only up to a predetermined cap, or does the employee lose all
time off that is not used each year?
31
Anatomy of a Physician Contract
Benefits (cont.)
Paid time off…..
• Is the employee entitled to all of his annual time off as of the beginning of each
contract year or does time off accrue ratably over the year?
• Upon termination of the physician's employment is he or she entitled to be paid for all
accrued time off?
• Should the employee be required to repay the employer upon termination if the
physician has taken off more time than that to which he or she was entitled?
A separate issue is whether the employee will be entitled to additional time off in the
event of a disability and, if so, how much time? - to be discussed later…..
32
Anatomy of a Physician Contract
Benefits (cont.)
Liability Insurance – who pays?
A host of issues have to be considered when drafting employment agreement provisions
regarding professional liability (malpractice) insurance.
Will the insurance be paid for by the employer or the employee physician?
Generally, the employer pays.
How much coverage will be purchased?
Typically, this is expressed as one amount per claim (e.g.,
$1 Million) and a separate amount in the aggregate for the policy year (e.g., $3
Million).
33
Anatomy of a Physician Contract
Benefits (cont.)
Liability Insurance – who pays? (cont.)
What kind of coverage will be provided, "occurrence" or "claims made?"
• Occurrence - With an occurrence policy the physician employee is covered for claims
that arise out of the physician's acts or omissions while employed even if the claim is
not made until after the physician's employment has terminated
• Claims Made - A claims made policy, on the other hand, provides coverage only for
claims that both arise out of conduct occurring during the physician's employment and
which are made while the physician is employed by the employer
34
Anatomy of a Physician Contract
Benefits (cont.)
Liability Insurance – who pays? (cont.)
Nose/Tail Coverage -
In order to have protection for claims that are filed after the physician's employment terminates, an
extended reporting endorsement (tail) policy or prior acts or retroactive coverage (a "nose") may have to
be purchased.
Tail - A tail is generally purchased in connection with the policy that covered the physician while employed
by the now former employer. The employment agreement should also specify how many years post-
employment the tail is to cover.
Nose - A nose is usually purchased as part of the coverage through the physician's subsequent employer.
35
Anatomy of a Physician Contract
Benefits (cont.)
Liability Insurance – who pays? (cont.)
Important Note: Tail Coverage -
The employment agreement should indicate whether the employer or the physician is
required to purchase a tail policy upon termination of the employment relationship. The
agreement might provide that it depends upon the circumstances of the termination. For
example, the employer might be required to purchase the tail if the physician is terminated
without cause; and the physician employee pays if he or she terminates without good cause.
The agreement could also provide that the parties split the cost of the tail policy.
36
Anatomy of a Physician Contract
Term
A basic provision of any contract is its duration or term. Accordingly, the employment
agreement should specify when it begins and when it ends, e.g., July 1, 2009 through
June 30, 2010. Absent a specific term, an employment agreement would likely be
viewed as being terminable at the will of either party.
The "effective date" (when the parties become mutually obligated to each other under
the agreement) may be different from the start of the term which is usually when the
physician begins work under the employment agreement. The employment agreement
might provide that the term does not commence until a certain event occurs, such as
the physician employee becoming licensed in the state or obtaining malpractice
insurance or medical staff privileges.
37
Anatomy of a Physician Contract
Termination
Regardless of the length of the term, most employment agreements allow
for early termination under certain conditions. Termination provisions
generally fall into three broad categories: (1/2) termination with or
without cause upon a specified number of days' prior written notice, e.g.,
30 to 90 days; termination for a material breach of the agreement subject
to an opportunity to "cure" or correct the breach; and (3) immediate
termination for certain very serious problems
38
Anatomy of a Physician Contract
Termination – Without Cause
Employers generally want the right to be able to terminate a physician
employee without having to state a cause. The reason is simple: If the
employer has to state a cause, the employee can argue that the employer
is wrong and that no such cause exists.
Employees may also want a without cause right so that they may
terminate the relationship early even if the employer is meeting its
obligations under the employment agreement.
Either way – The amount of notice required needs to be specified.
39
Anatomy of a Physician Contract
Termination – For Breach
As a matter of general contract law, if one party does not perform its material
obligations under a contract, the other party will have the right to terminate the
contract. Nevertheless, most employment agreements specifically provide that if one
party breaches a material term or condition, the other party can give it written notice
that unless the breach is cured within the notice period (usually 15 to 30 days), the non-
breaching party can terminate the agreement.
Sample Provision: Termination for Breach
Notwithstanding Sections ___ or ___, this Agreement may be terminated by either
party for cause upon the material breach of this Agreement by the other party, if such
breach is not cured within fifteen (15) days following written notice of such breach.
40
Anatomy of a Physician Contract
Termination – Immediate
There are some events which are so serious that immediate termination without prior
notice is necessary to protect the employer and the patients, such as in the event of
loss of medical license, malpractice insurance, or medical staff privileges, exclusion from
the Medicare program, endangerment of patients, or acts of dishonesty.
Immediate termination should be listed in agreement – specifics as to what constitutes
immediate termination
See FORM RVU K
41
Anatomy of a Physician Contract
Compliance
It is obviously important to an employer that the physician employee have
the proper license, board certification, and other credentials and not have
prior legal problems. The employer could be liable for "negligent
credentialing" if the employer does not take reasonable steps to check the
background of the prospective physician employee to ensure that he or
she is properly credentialed. The employment agreement should also
contain various representations and warranties from the physician
employee to provide further assurance regarding these matters.
42
Anatomy of a Physician Contract
Facilities
The employment agreement should contain a commitment from the
employer to provide the physician employee with the necessary facilities,
equipment, supplies, and personnel to carry out his or her duties under the
agreement. From the employer's perspective, the commitment should be
general. If the physician employee is expecting specific or unusual items of
support (such as a new and expensive piece of medical equipment or specially
trained support personnel), however, this should be stated explicitly in the
agreement.
43
Anatomy of a Physician Contract
Medical Staff
Most employment agreements require that the physician employee obtain and maintain medical staff
privileges at one or more hospitals. As noted above, the agreement might also provide that its term does
not commence unless and until the physician obtains the necessary medical staff privileges.
Sample Provision: Medical Staff Privileges
Physician shall maintain at all times during the term of this Agreement, membership on the medical staffs
of ____________ Hospital and ____________ Hospital, and at such other hospitals and facilities as
Employer shall specify from time-to-time, with all medical staff privileges necessary to enable Physician to
provide the services required of Physician pursuant to this Agreement.
44
Anatomy of a Physician Contract
Assignment of Fees
The employment agreement should provide that the physician employee
assigns all rights to bill and collect to the employer. The physician employee
should also agree to submit accurate and complete billing information in
connection with all professional medical services that the physician renders
pursuant to the employment agreement.
See FORM RVU K
45
Anatomy of a Physician Contract
Medical Records
The medical records provision in the employment agreement should address at least three things:
(1) the physician employee's obligation to complete the medical records,
(2) ownership of the medical records, and
(3) maintaining the confidentiality of the medical records.
The agreement may also provide that upon its termination, subject to compliance with applicable federal
(e.g., HIPAA) and state law, the physician will have access to the medical records for reasonable purposes
such as malpractice defense or if the patient wants to transfer the records to the physician's new practice.
In that event, the employment agreement should indicate who is responsible to pay for copying the
records.
46
Anatomy of a Physician Contract
Disability
The employment agreement should address the rights and obligations of the parties if the
physician employee becomes disabled. Disability provisions can raise many complex and
difficult issues including the following:
• How is disability defined?
• For instance, does it mean that the physician is unable to perform "substantially all" of his or her regular employment
duties
• How many days does the physician have to be unable to work before he or she can be
considered to be disabled (e.g., 60, 120, or 180)?
• Do these days have to be consecutive or will it be sufficient if a cumulative total is reached during any twelve month
period of the employment agreement?
• In the event of a dispute, who determines whether the employee is disabled? Frequently, an
impartial, outside physician makes the determination.
47
Anatomy of a Physician Contract
Disability (cont.)
The employment agreement should address the rights and obligations of the parties if
the physician employee becomes disabled. Disability provisions can raise many complex
and difficult issues including the following:
• What compensation, if any, will the physician employee be entitled to receive while
disabled?
• How will benefits be treated during the period of disability?
• Depending upon the size of the employer, any termination for disability needs to
comply with applicable state and federal law (e.g., the Americans with Disabilities Act
and Family and Medical Leave Act).
48
Anatomy of a Physician Contract
Restrictive Covenants
Restrictive covenants can take a number of forms including exclusivity
requirements; non-disclosure agreements; non-solicitation provisions; non-
interference agreements, and covenants not to compete. Typically, the
employer will want to include broad restrictive covenants to protect its
practice. Employees, of course, will want to limit the scope of any restrictive
covenants particularly those that could apply post-termination.
49
Anatomy of a Physician Contract
Disputes
When an employment relationship ends other than with the consent or
agreement of both parties, the potential for a dispute is present. It is, therefore,
important to consider what dispute resolution mechanisms to include in the
employment agreement. If no dispute resolution provisions are agreed upon, then
either party will likely have the right to file a lawsuit in court.
Arbitration:
The principal alternative to having the right to file a lawsuit in court is to require
that all disputes be submitted to binding arbitration - usually a trial setting
Mediation:
In mediation, the parties usually meet with an attorney (with or without judicial
experience) who tries to help them reach a voluntary settlement of their dispute.
50
Anatomy of a Physician Contract
Ownership
Most physicians who join a medical group do so with the hope and expectation of becoming an owner,
either as a partner in a partnership or a shareholder of a professional corporation. At the same time, most
employers do not want to be contractually bound to eventually making all new physician employees
owners. The compromise that is often reached is for the employer to commit to considering the subject of
ownership within a specified period of time, e.g., within two years of the commencement of the
physician's employment. In order to reduce the likelihood of surprise and disappointment, it may be useful
at the beginning of the employment relationship to give the physician some idea of what he or she will be
expected to accomplish in order to be considered for an equity position. Other terms that might be
discussed include the buy-in price or formula, how that price will be paid, and the percentage of
ownership that may be offered.
.
51
Anatomy of a Physician Contract
Misc Provisions
Assignment:
Most employment agreements provide that they cannot be assigned by one party
without the other party's consent. In some cases, however, the employer may want the
right to assign the employment agreement in the event of a sale or merger.
Amendments:
The employment agreement should provide that it can be amended only in writing.
.
52
Anatomy of a Physician Contract
Misc Provisions (cont.)
Entire Agreement:
The employment agreement should include an integration or merger clause providing that
the agreement represents the entire agreement of the parties and supersedes any prior
understandings or agreements. If other agreements or documents (e.g., a policies and
procedures manual) are intended to also be followed by the parties, they should be
specifically referenced in the agreement or attached as an exhibit.
53
Anatomy of a Physician Contract
Misc Provisions (cont.)
Notice:
It is important to specify how any written notices required under the
employment agreement are to be given in order to be effective. For
example, prior notice is usually required to terminate the agreement. The
mechanism for giving the notice should be described which could include
personal delivery, regular U.S. Mail, certified or registered mail, private
delivery service such as Federal Express, or by facsimile (with proof of
receipt).
Governing Law:
This is almost always the law of the state where the employer and
physician are located. But the choice may not be obvious if the employer
operates in more than one state.
54
Anatomy of a Physician Contract
Misc Provisions (cont.)
Severability:
The parties generally want to provide that if one portion of the employment agreement is
found to be unenforceable, the remainder of the agreement will not be voided. But the
drafting or reviewing attorney should also consider whether the rule should be different if
the provision that is unenforceable denies one party the benefit of the bargain. In that case,
the adversely affected party might be given the right to terminate the agreement.
Other Misc Provisions – there might be other provisions contained in the agreement and it is
best to work with your healthcare lawyer to review the same when reviewing your
employment contract!
55
Can you spot the problem?
56
Devil is in the details
 Red Flags
 An abbreviated contract – does not cover key issues – compensation,
grounds for termination, benefits, vacation, or sick leave
 A group that attempts to rush you into an agreement
 A prospective employer who suggests that you don’t need an attorney
 A contract that offers you something substantially different than what
others in the group are accepting
 A one sided deal favoring the group/hospital
 A contract that does not mention partnership
57
58
Questions or Comments please contact:
Conrad Meyer Esq., MHA FACHE
Sarah J. L. Christakis, Esq., J.D., L.L.M.
Chehardy Sherman, LLP
cm@chehardy.com
sjlc@chehardy.com
(504) 833-5600

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Lsu hsc physician contracting 101 6 11-18

  • 1. LSU School of Medicine-New Orleans (LSUSOM-NO) is the provider of Continuing Medical Education for this activity. The planning and presentation of all LSUSOM-NO activities ensure balance, independence, objectivity and scientific rigor. 1 The LSU School of Medicine-New Orleans designates this educational activity for a maximum of 1 AMA PRA Category 1 Credit(s) ™. Physicians should claim only the credit commensurate with the extent of their participation in the activity.
  • 2. Disclosure 2 I do not have the following relationship(s) with commercial interests. A commercial interest is any entity producing, marketing, re-selling, or distributing health care goods or services consumed by, or used on, patients.
  • 3. Contracting 101 The good, the bad, and the ugly! Conrad Meyer Esq., MHA FACHE Sarah J. L. Christakis, Esq., J.D., L.L.M. Chehardy Sherman, LLP cm@chehardy.com sjlc@chehardy.com (504) 833-5600 3
  • 4. why is it important you have a health care lawyer?  You have spent 4 years of high school, 4 years of college, 4 years of medical school, and 4-6 years as a resident – Now you are ready to begin your career!  You search for a practice or hospital employment  You met the partners or the administrator  You are a hit  They offer you a position  Hand you a contract  You like the compensation  You reach for your pen – STOP!  What are the other terms in the contract?  Duties? Scope? Termination Provisions? Partnership? Compensation structure?  Must read cover to cover – consider it a rough draft!  Terms are negotiable! Both sides will compromise…. 4
  • 5. Preliminary Issues  Contracts for employers are drawn up by attorneys  Usually drafted to favor employers  Usually two different types  Straight Employment  Recruitment Agreement  Your lawyer is there to help you:  Assist you with malpractice coverage and/or liability issues:  Tail coverage  Time period for coverage  Indemnity – who indemnifies  Notice issues  Termination  With and without cause  Ownership of Patients lists/Medicare Records  Notice to patients if Practice closes – avoidance of LSBME problems 5
  • 6. Preliminary Issues Due dates? Contracts take time Revisions Negotiations Immigration issues Salary/Sign on bonus/relocation reimbursement Hospital v. Group 6
  • 7. Marriage?  Employment – akin to marriage  Know your partner  Groups goodwill in the healthcare community  Qualities should include:  Honesty, integrity, free and open communication, mutual respect, and trust  Ask to see the books –  Understand Practice Finances  Know your overhead – production bonuses  Partnership provisions:  Buy in  Buy out 7
  • 8. Benefits Various benefits: Professional organizations – who pays? Licensing – who pays? MCLE – who pays? Disability Define disability – for how long? Disputes? Loans Signing Bonus? 8
  • 9. Devil is in the details!  Physicians fail to get everything on paper:  Must get every aspect of employment agreement in writing  Expectations  production  Obligations  Call schedule  Compliance with third party payors  Compliance with accounting/bookkeeping  Oral promises get lost/forgotten  Contract should be detailed with little room for interpretation 9
  • 10. Negotiations  Before negotiations determine:  Salary desires  Benefits  Working conditions  Look for deal breakers – prioritize deal breakers  Partnership track – timeline/productivity/buy in  Can you accept these terms?  Long office/on-call hours/schedule  Be realistic:  Employers want to stick to their standard contract  Major concessions can cause disputes  You will not get everything you want 10
  • 11. Negotiations Ask Questions Revenue growth Bonus structure Don’t be adversarial Show interest and etiquette – most will respond to questions – if not – red flag? 11
  • 12. Devil is in the details!  Pay Attention to the Definitions  Contracts should cover:  Office hours, time on call, MCLE reimbursement, professional dues, and vacation time  Focus items:  Compensation and benefits  New hires – usually fixed salary for a year (minimum)  Salary – MGMA guidelines  If based on productivity – RVU based, Quality based, Production based  Call schedule  If contract renews automatically make sure to address salary increase  Moving expenses – covered?  Benefits should be clear! – Health, life and disability insurance – pension/retirement provisions (vesting and eligibility) 12
  • 13. Devil is in the details!  Term of Agreement – Area of Focus  Auto - Renewal?  How many years?  Notice requirements – who notifies who  Termination clause  Review – allows for either employer or employee to terminate  Without Cause - requires 60-90 days  Moratorium – require employer keep you for 6 months  Termination for “Cause”  Read carefully  Look for reasons for dismissal  Should be clear and specified  Look for subjective open-ended provisions – “behavior is not in the best interest of the practice”  If definitions are too loose ask they be eliminated or restricted 13
  • 14. Devil is in the details!  Dispute Resolution Mediation/Arbitration (binding/not binding)  Non-Compete Agreements  Almost all contracts contain  If you leave – you will not be able to practice in a certain area for a certain time period  Louisiana enforces Non-Compete if it states the parishes  Look for reasonableness  You might not be able to eliminate this clause  May be able to limit to facilities when terminated for “Cause” 14
  • 15. Devil is in the details!  Compliance with laws  Requirement for CMS  Inspection of records  Corporate Practice of Medicine  Governing Law – usually Louisiana – or location of hospital  Addresses venue, location of arbitration etc.  Assignment  Reassignment of claims to hospital or group 15
  • 16. Devil is in the details!  Requirements for Partnership?  Time period  Financial Productivity  Buy in  Buy out  Ownership percentage (shares)  Voting rights  Distribution of practice revenue  Protocol for evaluating practice assets  Equipment  Property  Accounts Receivable  Tax Issues 16
  • 17. Devil in the details  Partnership  New hires – usually have lower salary to obtain partnership  Should specify time doctor would be considered  Should specify requirements – productivity  Should specify “buy in”  Trial period – usually one year  Should contain annual or semi annual review of doctor’s work  Criteria should include:  Quality of medical care, nature and frequency of complaints, productivity date – all should be described  What is being purchased? – Stock, Shares, Interest in Partnership?  Are assets part of the deal? 17
  • 18. Devil is in the details!  Partnership (cont.)  “Buy In” Formula:  Hard assets – furniture, equipment,  A/R – Accounts Receivable  Goodwill  Patients now choose managed care based on costs rather than reputation – so goodwill is less a factor and “buy ins” less expensive  If “buy in” is high –will group finance at low interest rates? – Look to negotiating excess production beyond bonus to apply to “buy in”  Tax issues  Ask about Valuation of Practice  Book value v. FMV 18
  • 19. Anatomy of a Physician Contract  Introductory Paragraph  Recitals  Agreement to Employ  Employment Duties  Compensation  Benefits  Term  Termination – By Employer/By Physician  Practice Standards  Facilities provided by Employer 19
  • 20. Anatomy of a Physician Contract (cont)  Medical Staff Privileges  Reassignment Professional Fees  Medical Records  Disability  Restrictive Covenants  Disputes  Partnership  Misc Provisions 20
  • 21. Anatomy of a Physician Contract Introductory Paragraph: The first section of the employment agreement should do three things: (1) indicate the date the agreement is being signed; (2) precisely identify the parties to be bound by the agreement; and (3) indicate the type of legal entity through which the employer is doing business, e.g., a corporation or a partnership. Sample Provision: Introduction THIS PHYSICIAN EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of this _____ day of __________________, 20__, by and between _______________________ Medical Group, [Inc.], a [insert the state] professional medical [corporation/partnership] (hereinafter referred to as "Employer"), and __________, M.D., an individual (hereinafter referred to as "Physician"), with reference to the following facts: 21
  • 22. Anatomy of a Physician Contract Recitals: The employment agreement typically will include some recitals designed to express the intent of the parties in entering into the relationship. Sample Provision: Recitals A. Physician is a physician and surgeon, specializing in ___________ (e.g., internal medicine, cardiology, or radiology) who is licensed to practice medicine in the State of ___________. B. Employer is a professional medical [corporation/partnership] organized under the laws of the State of ____________. C. Employer desires to employ Physician on a full-time and exclusive basis to provide professional medical services within the scope of Physician's license and specialty to Employer's patients, and Physician desires to be so employed by Employer and to provide such services to and on behalf of Employer. 22
  • 23. Anatomy of a Physician Contract Agreement to Employ: This provision sets forth the fundamental agreement of the parties to enter into an employer-employee relationship. It should also specify whether the relationship is full or part-time, and whether or not it is intended to be exclusive or if the employee can enter into other employment and contractual arrangements for physician services (e.g., moonlighting). 23
  • 24. Anatomy of a Physician Contract Agreement to Employ: Sample Provision: Employment Employer hereby employs Physician, and Physician hereby accepts employment by Employer, for the purpose of providing professional medical services, within the scope of Physician's license and specialty of ___________________, to Employer's patients. During the term of this Agreement, Physician agrees that he or she shall render such professional medical services to Employer as an employee on a full [part]-time and [non-]exclusive basis in accordance with the terms and provisions of this Agreement. Physician agrees that he or she shall not render professional medical services to any other person or party during the term of this Agreement, without prior notice to and approval of Employer. 24
  • 25. Anatomy of a Physician Contract Employment Duties This section should set forth in some detail what clinical and administrative duties the physician is expected to perform. The physician's work schedule (including specific days of the week and hours) should be described. Alternatively, this section could provide that the physician is required to work whatever hours are necessary to discharge his or her employment duties. 25
  • 26. Anatomy of a Physician Contract Employment Duties (cont.) On-call responsibilities can be described in several ways including, for example: every fourth night and weekend; equal to the employer's other physician employees; or as scheduled by the employer from time to time. Generally, employers will want to maximize their flexibility to schedule on-call coverage, and physician employees will want to limit the employer's ability to do so. What is most important is that the parties come to a clear agreement on this point. If the employer expects the physician to assist with practice management, marketing, and other administrative tasks, this should be specified and agreed upon as well. See Example FORM RVU K 26
  • 27. Anatomy of a Physician Contract Compensation Obviously, the physician employee's compensation is a key term of the employment agreement. Compensation provisions vary widely from straight salary (e.g., $150,000 per year) to complex production formulas. It is not uncommon to have a mixed formula that combines a base salary plus a bonus that is either at the employer's discretion or based upon the physician employee's productivity. Development of a compensation formula that incentivizes desired physician behavior is critical to the success of any medical group or other employer. . 27
  • 28. Anatomy of a Physician Contract Compensation (cont.) Production Based If a production-based formula will be used (such as paying the physician a percentage of the collections they generate), the formula needs to clearly define what collections will be credited to the physician. For complex formulas, examples should be included in the agreement. In any production-based formula, it is also important to provide how post-termination collections will be handled. Will a departing physician be credited with post-termination collections for services that he or she rendered before leaving? If so, for what period of time? Will any post-termination expenses, such as collection costs, be charged to the departing physician? . 28
  • 29. Anatomy of a Physician Contract Compensation (cont.) Profit Based If some or all of the physician's compensation will be based upon "profit" generated by the physician, then the employment agreement needs to describe in detail how revenue and expenses will be determined and allocated. For example, some employers will allocate certain expenses, such as rent, equally among group members; other expenses, such as supplies, based upon the physician's percentage of the total collections of the group; and some may be allocated 100% to the physician, such as continuing medical education costs. It may be useful to review the employer's financial statements line-by-line to insure that all sources of revenue and expense are accounted for in a "profits"-based formula. FYI- In order to avoid physicians "cherry picking" the best paying patients, some employers may allocate revenue based upon the physician's share of the total relative value units generated by the group. 29
  • 30. Anatomy of a Physician Contract Benefits In addition to cash compensation, most physician employees are provided with certain benefits. The employment agreement, therefore, should describe any benefits that the employer will provide including items such as malpractice insurance, health insurance, memberships and dues, and time off. Common Paid Expenses Many employers pay or reimburse physician employees for some or all of the following benefits: malpractice insurance; retirement plans; health, dental, vision, life and disability insurance; medical staff dues; medical license fees; medical and specialty association dues; automobile expenses; cell phone monthly charges; professional journals; continuing medical education tuition, travel, lodging and meal costs; marketing and promotion expenses; and moving expenses. SEE FORM RVU K 30
  • 31. Anatomy of a Physician Contract Benefits (cont.) Paid time off….. The employment agreement should specify how much time off the physician may take. However, the amount of time is only one of several issues that need to be considered. • Will the time off be paid or unpaid? • Will the amount of permitted time off increase as the physician gains seniority? • Will there be separate categories of time off for vacation, holidays, sick days, personal days, and continuing medical education? FYI - The trend is toward combining some or all of these categories under the heading of "paid time off." • How many non-sick days may be taken off at one time? • How much notice should the employee be required to give before taking time off? • Will unused time off accrue indefinitely or only up to a predetermined cap, or does the employee lose all time off that is not used each year? 31
  • 32. Anatomy of a Physician Contract Benefits (cont.) Paid time off….. • Is the employee entitled to all of his annual time off as of the beginning of each contract year or does time off accrue ratably over the year? • Upon termination of the physician's employment is he or she entitled to be paid for all accrued time off? • Should the employee be required to repay the employer upon termination if the physician has taken off more time than that to which he or she was entitled? A separate issue is whether the employee will be entitled to additional time off in the event of a disability and, if so, how much time? - to be discussed later….. 32
  • 33. Anatomy of a Physician Contract Benefits (cont.) Liability Insurance – who pays? A host of issues have to be considered when drafting employment agreement provisions regarding professional liability (malpractice) insurance. Will the insurance be paid for by the employer or the employee physician? Generally, the employer pays. How much coverage will be purchased? Typically, this is expressed as one amount per claim (e.g., $1 Million) and a separate amount in the aggregate for the policy year (e.g., $3 Million). 33
  • 34. Anatomy of a Physician Contract Benefits (cont.) Liability Insurance – who pays? (cont.) What kind of coverage will be provided, "occurrence" or "claims made?" • Occurrence - With an occurrence policy the physician employee is covered for claims that arise out of the physician's acts or omissions while employed even if the claim is not made until after the physician's employment has terminated • Claims Made - A claims made policy, on the other hand, provides coverage only for claims that both arise out of conduct occurring during the physician's employment and which are made while the physician is employed by the employer 34
  • 35. Anatomy of a Physician Contract Benefits (cont.) Liability Insurance – who pays? (cont.) Nose/Tail Coverage - In order to have protection for claims that are filed after the physician's employment terminates, an extended reporting endorsement (tail) policy or prior acts or retroactive coverage (a "nose") may have to be purchased. Tail - A tail is generally purchased in connection with the policy that covered the physician while employed by the now former employer. The employment agreement should also specify how many years post- employment the tail is to cover. Nose - A nose is usually purchased as part of the coverage through the physician's subsequent employer. 35
  • 36. Anatomy of a Physician Contract Benefits (cont.) Liability Insurance – who pays? (cont.) Important Note: Tail Coverage - The employment agreement should indicate whether the employer or the physician is required to purchase a tail policy upon termination of the employment relationship. The agreement might provide that it depends upon the circumstances of the termination. For example, the employer might be required to purchase the tail if the physician is terminated without cause; and the physician employee pays if he or she terminates without good cause. The agreement could also provide that the parties split the cost of the tail policy. 36
  • 37. Anatomy of a Physician Contract Term A basic provision of any contract is its duration or term. Accordingly, the employment agreement should specify when it begins and when it ends, e.g., July 1, 2009 through June 30, 2010. Absent a specific term, an employment agreement would likely be viewed as being terminable at the will of either party. The "effective date" (when the parties become mutually obligated to each other under the agreement) may be different from the start of the term which is usually when the physician begins work under the employment agreement. The employment agreement might provide that the term does not commence until a certain event occurs, such as the physician employee becoming licensed in the state or obtaining malpractice insurance or medical staff privileges. 37
  • 38. Anatomy of a Physician Contract Termination Regardless of the length of the term, most employment agreements allow for early termination under certain conditions. Termination provisions generally fall into three broad categories: (1/2) termination with or without cause upon a specified number of days' prior written notice, e.g., 30 to 90 days; termination for a material breach of the agreement subject to an opportunity to "cure" or correct the breach; and (3) immediate termination for certain very serious problems 38
  • 39. Anatomy of a Physician Contract Termination – Without Cause Employers generally want the right to be able to terminate a physician employee without having to state a cause. The reason is simple: If the employer has to state a cause, the employee can argue that the employer is wrong and that no such cause exists. Employees may also want a without cause right so that they may terminate the relationship early even if the employer is meeting its obligations under the employment agreement. Either way – The amount of notice required needs to be specified. 39
  • 40. Anatomy of a Physician Contract Termination – For Breach As a matter of general contract law, if one party does not perform its material obligations under a contract, the other party will have the right to terminate the contract. Nevertheless, most employment agreements specifically provide that if one party breaches a material term or condition, the other party can give it written notice that unless the breach is cured within the notice period (usually 15 to 30 days), the non- breaching party can terminate the agreement. Sample Provision: Termination for Breach Notwithstanding Sections ___ or ___, this Agreement may be terminated by either party for cause upon the material breach of this Agreement by the other party, if such breach is not cured within fifteen (15) days following written notice of such breach. 40
  • 41. Anatomy of a Physician Contract Termination – Immediate There are some events which are so serious that immediate termination without prior notice is necessary to protect the employer and the patients, such as in the event of loss of medical license, malpractice insurance, or medical staff privileges, exclusion from the Medicare program, endangerment of patients, or acts of dishonesty. Immediate termination should be listed in agreement – specifics as to what constitutes immediate termination See FORM RVU K 41
  • 42. Anatomy of a Physician Contract Compliance It is obviously important to an employer that the physician employee have the proper license, board certification, and other credentials and not have prior legal problems. The employer could be liable for "negligent credentialing" if the employer does not take reasonable steps to check the background of the prospective physician employee to ensure that he or she is properly credentialed. The employment agreement should also contain various representations and warranties from the physician employee to provide further assurance regarding these matters. 42
  • 43. Anatomy of a Physician Contract Facilities The employment agreement should contain a commitment from the employer to provide the physician employee with the necessary facilities, equipment, supplies, and personnel to carry out his or her duties under the agreement. From the employer's perspective, the commitment should be general. If the physician employee is expecting specific or unusual items of support (such as a new and expensive piece of medical equipment or specially trained support personnel), however, this should be stated explicitly in the agreement. 43
  • 44. Anatomy of a Physician Contract Medical Staff Most employment agreements require that the physician employee obtain and maintain medical staff privileges at one or more hospitals. As noted above, the agreement might also provide that its term does not commence unless and until the physician obtains the necessary medical staff privileges. Sample Provision: Medical Staff Privileges Physician shall maintain at all times during the term of this Agreement, membership on the medical staffs of ____________ Hospital and ____________ Hospital, and at such other hospitals and facilities as Employer shall specify from time-to-time, with all medical staff privileges necessary to enable Physician to provide the services required of Physician pursuant to this Agreement. 44
  • 45. Anatomy of a Physician Contract Assignment of Fees The employment agreement should provide that the physician employee assigns all rights to bill and collect to the employer. The physician employee should also agree to submit accurate and complete billing information in connection with all professional medical services that the physician renders pursuant to the employment agreement. See FORM RVU K 45
  • 46. Anatomy of a Physician Contract Medical Records The medical records provision in the employment agreement should address at least three things: (1) the physician employee's obligation to complete the medical records, (2) ownership of the medical records, and (3) maintaining the confidentiality of the medical records. The agreement may also provide that upon its termination, subject to compliance with applicable federal (e.g., HIPAA) and state law, the physician will have access to the medical records for reasonable purposes such as malpractice defense or if the patient wants to transfer the records to the physician's new practice. In that event, the employment agreement should indicate who is responsible to pay for copying the records. 46
  • 47. Anatomy of a Physician Contract Disability The employment agreement should address the rights and obligations of the parties if the physician employee becomes disabled. Disability provisions can raise many complex and difficult issues including the following: • How is disability defined? • For instance, does it mean that the physician is unable to perform "substantially all" of his or her regular employment duties • How many days does the physician have to be unable to work before he or she can be considered to be disabled (e.g., 60, 120, or 180)? • Do these days have to be consecutive or will it be sufficient if a cumulative total is reached during any twelve month period of the employment agreement? • In the event of a dispute, who determines whether the employee is disabled? Frequently, an impartial, outside physician makes the determination. 47
  • 48. Anatomy of a Physician Contract Disability (cont.) The employment agreement should address the rights and obligations of the parties if the physician employee becomes disabled. Disability provisions can raise many complex and difficult issues including the following: • What compensation, if any, will the physician employee be entitled to receive while disabled? • How will benefits be treated during the period of disability? • Depending upon the size of the employer, any termination for disability needs to comply with applicable state and federal law (e.g., the Americans with Disabilities Act and Family and Medical Leave Act). 48
  • 49. Anatomy of a Physician Contract Restrictive Covenants Restrictive covenants can take a number of forms including exclusivity requirements; non-disclosure agreements; non-solicitation provisions; non- interference agreements, and covenants not to compete. Typically, the employer will want to include broad restrictive covenants to protect its practice. Employees, of course, will want to limit the scope of any restrictive covenants particularly those that could apply post-termination. 49
  • 50. Anatomy of a Physician Contract Disputes When an employment relationship ends other than with the consent or agreement of both parties, the potential for a dispute is present. It is, therefore, important to consider what dispute resolution mechanisms to include in the employment agreement. If no dispute resolution provisions are agreed upon, then either party will likely have the right to file a lawsuit in court. Arbitration: The principal alternative to having the right to file a lawsuit in court is to require that all disputes be submitted to binding arbitration - usually a trial setting Mediation: In mediation, the parties usually meet with an attorney (with or without judicial experience) who tries to help them reach a voluntary settlement of their dispute. 50
  • 51. Anatomy of a Physician Contract Ownership Most physicians who join a medical group do so with the hope and expectation of becoming an owner, either as a partner in a partnership or a shareholder of a professional corporation. At the same time, most employers do not want to be contractually bound to eventually making all new physician employees owners. The compromise that is often reached is for the employer to commit to considering the subject of ownership within a specified period of time, e.g., within two years of the commencement of the physician's employment. In order to reduce the likelihood of surprise and disappointment, it may be useful at the beginning of the employment relationship to give the physician some idea of what he or she will be expected to accomplish in order to be considered for an equity position. Other terms that might be discussed include the buy-in price or formula, how that price will be paid, and the percentage of ownership that may be offered. . 51
  • 52. Anatomy of a Physician Contract Misc Provisions Assignment: Most employment agreements provide that they cannot be assigned by one party without the other party's consent. In some cases, however, the employer may want the right to assign the employment agreement in the event of a sale or merger. Amendments: The employment agreement should provide that it can be amended only in writing. . 52
  • 53. Anatomy of a Physician Contract Misc Provisions (cont.) Entire Agreement: The employment agreement should include an integration or merger clause providing that the agreement represents the entire agreement of the parties and supersedes any prior understandings or agreements. If other agreements or documents (e.g., a policies and procedures manual) are intended to also be followed by the parties, they should be specifically referenced in the agreement or attached as an exhibit. 53
  • 54. Anatomy of a Physician Contract Misc Provisions (cont.) Notice: It is important to specify how any written notices required under the employment agreement are to be given in order to be effective. For example, prior notice is usually required to terminate the agreement. The mechanism for giving the notice should be described which could include personal delivery, regular U.S. Mail, certified or registered mail, private delivery service such as Federal Express, or by facsimile (with proof of receipt). Governing Law: This is almost always the law of the state where the employer and physician are located. But the choice may not be obvious if the employer operates in more than one state. 54
  • 55. Anatomy of a Physician Contract Misc Provisions (cont.) Severability: The parties generally want to provide that if one portion of the employment agreement is found to be unenforceable, the remainder of the agreement will not be voided. But the drafting or reviewing attorney should also consider whether the rule should be different if the provision that is unenforceable denies one party the benefit of the bargain. In that case, the adversely affected party might be given the right to terminate the agreement. Other Misc Provisions – there might be other provisions contained in the agreement and it is best to work with your healthcare lawyer to review the same when reviewing your employment contract! 55
  • 56. Can you spot the problem? 56
  • 57. Devil is in the details  Red Flags  An abbreviated contract – does not cover key issues – compensation, grounds for termination, benefits, vacation, or sick leave  A group that attempts to rush you into an agreement  A prospective employer who suggests that you don’t need an attorney  A contract that offers you something substantially different than what others in the group are accepting  A one sided deal favoring the group/hospital  A contract that does not mention partnership 57
  • 58. 58 Questions or Comments please contact: Conrad Meyer Esq., MHA FACHE Sarah J. L. Christakis, Esq., J.D., L.L.M. Chehardy Sherman, LLP cm@chehardy.com sjlc@chehardy.com (504) 833-5600