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.

What is Healthcare Private Equity and Corporate Structuring?

Healthcare private equity and corporate structuring involves organizing the ownership, management, financing, and operation of medical practices and healthcare businesses in a way that supports the transaction while complying with healthcare regulations.

These arrangements may involve the purchase of a medical practice, the formation of a management services organization (MSO), a partial recapitalization, or a full private equity acquisition. The structure determines who owns the clinical and non-clinical assets, who controls business operations, how compensation is paid, and what role the physician will have after the transaction.

Unlike a standard business deal, healthcare transactions must account for issues such as:

  • Florida ownership and licensure requirements
  • Fee-splitting and referral restrictions
  • The Stark Law and Anti-Kickback Statute
  • Management and professional-services agreements
  • Physician compensation and earnout provisions
  • Non-compete and non-solicitation clauses
  • Billing, payor contracts, and regulatory compliance
  • Post-closing control, liability, and indemnification

A properly structured transaction helps preserve clinical independence, allocate financial and legal responsibility, and reduce the risk of regulatory violations or disputes after the deal closes.

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

  • Employment and independent contractor agreements
  • Management and services agreements (MSAs)
  • Restrictive covenants and non-compete enforcement
  • Exit planning and physician equity rollovers

    • Structuring Compliant MSO Arrangements

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

    • Separate Clinical and Non-Clinical Functions: Depending on the transaction, clinical services and non-clinical management functions may be allocated among separate entities through appropriately structured agreements.
    • 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.

    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 Florida ownership and licensure requirements, 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 To A Florida Healthcare Lawyer for Private Equity and Healthcare Transactions

    Private equity investments, MSO arrangements, physician group formations, and medical practice acquisitions require more than a standard business agreement. The structure must account for healthcare regulations, ownership restrictions, compensation arrangements, operational control, and the parties’ long-term obligations.

    Di Pietro Partners represents physicians, medical groups, healthcare businesses, and investors in private equity transactions and corporate structuring matters throughout Florida. Our attorneys assist with letters of intent, due diligence, purchase agreements, MSO structures, restrictive covenants, earnouts, indemnification provisions, and post-closing duties.

    Our healthcare-focused and litigation-tested perspective helps identify risks early, balance competing interests, and structure transactions designed to support both regulatory compliance and long-term business goals.

    Contact Di Pietro Partners for a confidential consultation with a Florida healthcare attorney experienced in private equity and healthcare transactions.