Healthcare Private Equity & Corporate Structuring

The healthcare industry is undergoing rapid consolidation, with private equity firms, large medical groups, and strategic buyers actively acquiring physician practices, surgery centers, and healthcare-related businesses. While these deals can offer significant upside, they also involve complex regulatory and structural risks.

At Di Pietro Partners, we help healthcare professionals, investors, and business owners navigate the legal, financial, and compliance challenges of private equity transactions and corporate structuring in Florida. Whether you’re selling your practice, launching a management services organization (MSO), or seeking physician roll-up opportunities, we ensure your deal is legally sound and strategically protected.

Who We Represent

Our clients include:

  • Physicians and specialty groups (e.g. dermatology, cardiology, anesthesiology, GI, plastic surgery, pain management)
  • Ambulatory surgery centers (ASCs)
  • Diagnostic imaging and laboratory businesses
  • Behavioral health and addiction treatment providers
  • Private equity investors and portfolio companies
  • MSOs and DSOs

Legal Services We Provide

Deal Structuring & Due Diligence

Regulatory Compliance

Post-Acquisition Support

Understanding MSOs & the Corporate Practice of Medicine in Florida

Florida, like many states, has restrictions on the corporate practice of medicine (CPOM), which prohibit non-licensed individuals or entities from owning or controlling a medical practice. To navigate this, many deals use a Management Services Organization (MSO) model where clinical services are owned by licensed professionals, and administrative services are provided by a separate, investor-owned MSO.

Our firm routinely helps structure compliant MSO arrangements that preserve regulatory integrity while supporting private equity investment and scalability.

Structuring Compliant MSO Arrangements

We routinely advise physician groups, healthcare entrepreneurs, and private equity firms on how to:

  • Separate Clinical and Non-Clinical Functions: The physician-owned professional entity handles medical services, while the MSO handles administration, staffing, billing, and IT.
  • Avoid Fee-Splitting Violations: Florida case law, including the PhyMatrix decision, has clarified that percentage-based management fees tied to patient volume or revenue can violate the Medical Practice Act. We help draft flat fee or tiered contracts that comply with state and federal regulations.
  • Prevent Undue Influence: MSO agreements must not direct or interfere with physicians’ clinical decisions, patient records, treatment choices, or hours of operation.
  • Mitigate Risks Under Florida’s Patient Brokering Act: Improperly structured relationships may also implicate anti-kickback statutes. Our attorneys proactively address these risks through carefully crafted agreements.

Regulatory & Legislative Landscape

The American Academy of Emergency Medicine, along with the Florida Medical Association, recently introduced legislation (Resolution 23-305) that would fully ban the corporate practice of medicine in Florida. If enacted, this law would limit ownership of medical practices to licensed physicians, hospitals, or universities making compliance even more critical in new deals going forward.

Until such legislation passes, Florida law still allows MSO structures, provided they’re crafted with precision and an understanding of how CPOM-related restrictions are currently enforced through:

  • The fee-splitting statute (§456.054, Fla. Stat.)
  • Declaratory rulings by the Florida Board of Medicine
  • Common law decisions on physician independence and professional control

Healthcare-Specific Deal Considerations

  • License Transfers: Physician practices, labs, ASCs, and other facilities may require CHOW notifications or new provider numbers.
  • Fraud & Abuse Risk: Improper structuring can trigger AKS or Stark Law violations.
  • Billing & Payor Enrollment: Changes in ownership must be coordinated with Medicare, Medicaid, and commercial insurers.
  • Employment & Compliance Plans: New policies must align with both investor goals and legal standards.

Why Work With Di Pietro Partners

  • Healthcare Law Focus – Our attorneys are deeply immersed in the regulatory, operational, and financial realities of healthcare law. We routinely represent physicians, medical groups, and healthcare facilities in matters ranging from licensing disputes to multi-million dollar acquisitions. This depth of experience gives us a working knowledge of how real-world practices operate
  • Healthcare Litigation Experience – Our attorneys are seasoned litigators with experience in post-acquisition disputes, regulatory enforcement actions, peer review hearings, and high-stakes commercial litigation. If a transaction ever leads to litigation, our team is already prepared to fight for your interests in court or arbitration.
  • Regulatory Experience: Healthcare is one of the most heavily regulated industries in the country. From the Anti-Kickback Statute to Stark Law, from HIPAA to CPOM, each deal must be carefully evaluated for compliance risks. Our attorneys conduct rigorous regulatory due diligence and build safeguards into your agreements
  • Strategic Insight – We understand the sometimes competing interests of private equity firms and physician-owners. Our team is skilled at negotiating win-win outcomes that preserve clinical autonomy while meeting investor performance benchmarks. From rollover equity and earnout provisions to call options and board control, we structure deals that align incentives and mitigate downstream conflicts.

Speak With a Healthcare Transaction Attorney

Whether you’re considering a private equity offer, launching an MSO, or forming a new physician group, the legal structure behind your deal can make or break its long-term success.

Our healthcare attorneys bring a rare combination of healthcare industry fluency and litigation-tested legal skill. We’ve represented physicians, practice groups, hospitals, and healthcare investors on all sides of complex transactions, giving us a 360-degree view of what works and what causes costly disputes later on. This breadth of experience allows us to anticipate challenges, resolve competing interests, and craft deals that are both legally sound and operationally strategic.

If you’re a physician, medical group, healthcare business, or investor entering the Florida healthcare market, we’re here to help. Contact Di Pietro Partners today to schedule a confidential consultation and ensure your transaction is built on a solid legal foundation.