Construction Suite of Documents
What is it?
Construction projects involve multiple parties, significant capital, and a web of contractual relationships that need to be carefully documented to protect everyone involved. The owner, the general contractor, the subcontractors, the suppliers, and the design professionals all have different roles, different obligations, and different exposures, and the contracts that govern their relationships need to reflect that complexity. A poorly drafted prime contract creates risk that flows downstream through the entire project. A subcontractor agreement that doesn’t align with the prime contract creates gaps in coverage that become disputes when something goes wrong.
Construction projects also unfold over time in ways that no one can fully anticipate at the outset. Change orders, delays, design modifications, and unforeseen site conditions are the norm rather than the exception, and the contracts that govern a project need to establish clear processes for managing those changes so that disagreements about scope, cost, and schedule don’t escalate into litigation that stops the project in its tracks.
How we can help:
We draft and negotiate the full suite of construction documents for owners, general contractors, and subcontractors, from prime contracts and subcontractor agreements through lien waivers, change order processes, and the dispute resolution provisions that govern what happens when the parties can’t agree. That means making sure the contracts at every level of the project are aligned with each other, that the risk allocation reflects the actual risk profile of the project, and that the processes for managing changes and resolving disputes are clear enough to actually work under the pressure of a live construction project.
We also handle construction disputes when they arise, bringing the same depth of understanding of how these projects and contracts work to the litigation that we bring to the transactional work. Having drafted these documents, we know exactly where the disputes tend to originate and what the strongest arguments on each side look like.
Mental Health Employment Docs & Entity Formation
What is it?
Mental health practices operate under a specific set of regulatory and employment requirements that general business documents often fail to address adequately. The corporate practice of medicine doctrine, supervision requirements for licensed clinical mental health counselors and other licensed professionals, Medicaid and insurance billing compliance, and the intersection of HIPAA with employment and contractor arrangements all create legal complexity that standard business formation documents and employment agreements simply were not designed to handle.
The consequences of getting the entity structure or the employment arrangements wrong in a mental health practice can be significant. An improperly structured entity may violate state law restrictions on who can own and operate a mental health practice. Employment agreements that don’t account for supervision requirements may create liability for both the employer and the supervised clinician. Contractor arrangements that look like employment relationships under the applicable tests create misclassification exposure that is particularly acute in a heavily regulated industry.
How we can help:
We help mental health practices build the legal foundation they need from the ground up, starting with entity formation that complies with the applicable ownership and governance requirements and working through the full range of employment and contractor documentation that the practice needs to operate compliantly. That means employment agreements and contractor agreements that account for supervision requirements, non-solicitation and confidentiality provisions that are appropriate for a clinical setting, and the governance documents that structure the practice correctly for its ownership and operational model.
For practices that are growing, adding clinicians, or expanding into new service lines, we provide the ongoing legal support that keeps the documentation current with the practice’s evolution and the regulatory environment it operates in.
Managed Service Organization Creation and Contracts
What is it?
A Managed Service Organization structure allows healthcare and other regulated businesses to separate clinical operations from management services, creating a framework that enables non-clinician investors and operators to participate in the business of healthcare without running afoul of the corporate practice of medicine doctrine and other restrictions on who can own and control clinical practices. When structured correctly, an MSO arrangement allows a management company to provide administrative, operational, and support services to a clinical practice under a management services agreement, generating revenue from the management relationship while the clinical practice retains the independence that regulatory compliance requires.
The regulatory landscape that MSO structures are designed to navigate is complex and jurisdiction-specific. What works in one state may not work in another, and the line between a permissible management services arrangement and an impermissible ownership or control arrangement is not always clear. Structures that aren’t carefully designed and documented can fail to achieve the regulatory separation they were intended to create, exposing both the management company and the clinical practice to regulatory and legal risk.
How we can help:
We create and document MSO structures and the contracts that govern them, helping clients build compliant and sustainable models for their practices that achieve their business objectives without creating the regulatory exposure that a poorly designed structure would generate. That means working through the specific regulatory requirements that apply in the relevant jurisdiction, designing a structure that achieves the desired separation of clinical and management functions, and drafting the management services agreement and related documents with the precision that the structure requires to hold up under regulatory scrutiny.
For practices that are considering bringing in outside investment or operational partners, the MSO structure is often the right vehicle, and getting the legal foundation right at the outset is significantly easier and less expensive than trying to fix a structure that wasn’t built correctly from the start.