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Restructuring Medical and Med Spa MSOs After the CPOM Crackdown: Compliance and Deal Execution

State regulators are unwinding MSO-friendly PC structures that closed clean two years ago. Learn to audit management agreements for per se CPOM risk, redraft replacement and clinical-control provisions, and sequence multi-state transaction filings so deals close on schedule.

2026-09-29 12:00:00

Program Details

2026-09-29 12:00:00

Program Details

2026-09-29 12:00:00

Over 1,000+ webinars

2026-09-29 12:00:00

Course Overview

The structure that closed your last deal is the structure regulators are now unwinding

2026-09-29 12:00:00

Corporate Practice of Medicine enforcement has moved from theory to docket. California’s 2026 Attorney General settlements, the pending Art Center Holdings appeal, and new legislation in Oregon and beyond have turned MSO-friendly PC arrangements into audit targets. The 2024–2025 wave of state transaction-review laws added notice and approval gates that did not exist when most of these structures were built.

Leave a replacement right in a continuity agreement, and it reads as control. Let a management agreement reach clinical decisions, and it becomes per se enforcement risk. Miss a notice window in one state, and a multi-state closing slips its outside date. Compliance deadlines run on staggered timelines, and filing triggers differ from notice-only states to substantive-approval states.

You leave with auditing criteria for existing MSO agreements and redrafting approaches for replacement rights and clinical-control provisions. You also leave with a state-by-state framework for mapping a target’s footprint against overlapping review regimes. This is judgment drawn from live settlements, appeals, and closings — not a doctrine summary a form file can supply.

Format

CLE Credit

2h CLE Credits

Level

Intermediate

Length

2

Key topics that will be covered

01
Enforcement Landscape Reset
California’s 2026 Attorney General settlements, the pending Art Center Holdings appeal, and new Oregon legislation change what a defensible MSO-PC structure looks like today.
02
Per Se Risk Provisions
Which clauses in continuity agreements, management agreements, and governance documents now create per se Corporate Practice of Medicine enforcement risk.
03
Auditing Existing Agreements
Actionable criteria for auditing MSO agreements already in place and triaging which structures require restructuring before the next compliance deadline.
04
Redrafting Clinical Control
How to redraft replacement rights and clinical-control provisions so the friendly PC withstands regulatory scrutiny rather than evidencing corporate control.
05
State Transaction-Review Filings
How the 2024–2025 transaction-review laws differ on notice periods, approval authority, and filing obligations, and how to tell notice-only states from substantive-approval states.
06
Deal Sequencing and Diligence
How to map a target’s multi-state footprint, sequence closings around staggered notice windows, and diligence MSO/friendly-PC structures for post-closing viability.

Program schedule

clock 12:00 pm - 1:00 pm EST

Restructuring Friendly-PC and Management Agreements to Survive CPOM Enforcement

This session examines the accelerating state-level enforcement wave targeting Corporate Practice of Medicine violations in MSO-PC structures, with California’s 2026 AG settlements, the pending Art Center Holdings appeal, and new legislation in Oregon and beyond as the organizing framework. Attorneys will learn which specific contract provisions in continuity agreements, management agreements, and governance documents now create per se enforcement risk and how to restructure them. Attendees will leave with actionable criteria for auditing existing MSO agreements, redrafting replacement rights and clinical-control provisions, and counseling clients through pending compliance deadlines in jurisdictions operating on staggered timelines.

Paul DeeringerPaul Deeringer
Patrick T. ZanayedPatrick T. Zanayed
clock 1:10 pm - 2:10 pm EST

Closing Physician-Practice and Med Spa Deals Under State Transaction-Review Laws

This session covers the mechanics of closing physician-practice and med spa acquisitions under the wave of state transaction-review laws enacted in 2024–2025, with a state-by-state analysis of notice periods, approval authority, and filing obligations. Attorneys will learn how to map a target’s multi-state footprint against overlapping regulatory regimes, sequence deal timelines to account for staggered notice windows, and diligence MSO/friendly-PC structures for post-closing viability. Attendees will leave with a practical framework for identifying filing triggers, distinguishing notice-only from substantive-approval states, and avoiding the most common compliance failures that derail healthcare transactions.

Paul DeeringerPaul Deeringer
Patrick T. ZanayedPatrick T. Zanayed
Paul Deeringer

Paul Deeringer

Hooper, Lundy & Bookman, P.C.

Patrick T. Zanayed

Patrick T. Zanayed

McDermott Will & Schulte LLP

Paul Deeringer

Paul Deeringer

Hooper, Lundy & Bookman, P.C.

Paul Deeringer is a Partner in the Business Department at Hooper, Lundy & Bookman, the nation’s largest law firm dedicated exclusively to health care. Paul rejoined HLB after nearly 14 years in senior leadership at John Muir Health, a $2.6 billion California integrated health system, most recently as SVP and Chief Strategy Officer. That dual background as both outside counsel and health system executive gives him firsthand insight into how corporate practice of medicine rules play out in practice – from structuring friendly PC medical group arrangements to negotiating professional services agreements and leading physician alignment transactions. His practice today spans business transactions, hospital-physician integration, and fraud and abuse counselling and advising, with particular focus on California’s CPOM framework and the operational realities of building MSO-friendly structures that hold up to regulatory scrutiny. He holds a J.D. from Georgetown University Law Center and an A.B. from Princeton University.

Education & Credentials

He earned his J.D. cum laude from Georgetown University Law Center in 2006, with an emphasis in health care law and economics, and an A.B. with highest honors from Princeton University in 2001. He has been admitted to practice in California since 2008 and holds California Bar No. 256623.

Recognition & Leadership

His leadership record runs through the operating side of health care as much as the legal one: he spent nearly 14 years in senior leadership at John Muir Health, a $2.6 billion California integrated health system, rising to Senior Vice President and Chief Strategy Officer before rejoining Hooper, Lundy & Bookman as a Partner in 2026. His return to the firm and his perspective on health system strategy were covered in Law360 Pulse in 2026.

Professional Involvement

He is a member of the American Bar Association and its Health Law Section, and practices out of the firm's San Francisco office.

Experience

His practice covers business transactions, hospital-physician integration, mergers and acquisitions, financing, digital health, value-based arrangements, and fraud and abuse, Stark, and Anti-Kickback counseling. He advises hospitals and health systems, physicians and medical groups, ambulatory surgery centers, and provider-owned managed care organizations and ACOs. At John Muir Health his portfolio included strategy, physician alignment, partnerships and joint ventures, growth initiatives, and financial planning across a multi-hospital and ambulatory network — the vantage point from which he now counsels clients on California's CPOM framework and on MSO-friendly structures built to survive regulatory scrutiny.
Patrick T. Zanayed

Patrick T. Zanayed

McDermott Will & Schulte LLP

Patrick Zanayed represents private equity funds, digital health companies, strategic investors, ambulatory surgery centers, behavioral health facilities, senior care facilities, physician practices, and dental practices in a variety of transactional and regulatory matters. He also has deep experience advising on pharma services, clinical research, and health technology transactions.

Patrick has assisted clients in connection with numerous transactions, including mergers, acquisitions, dissolutions, and management and professional service arrangements, as well as the creation of multi-state physician practice management and telehealth structures. He also regularly advises clients with respect to corporate practice of medicine laws, state and federal telehealth laws, pharmacy laws, the fraud and abuse laws including the Anti-Kickback Statute, Beneficiary Inducements Civil Monetary Penalty Law, the Stark law and other federal and state legal, regulatory and business issues affecting healthcare providers and facilities.

Education & Credentials

He earned his J.D. from the University of Illinois College of Law in 2014 and has been admitted to practice in Illinois since that year, holding Illinois ARDC No. 6317171. He practices in Arabic and English.

Recognition & Leadership

He has been recognized in Best Lawyers: Ones to Watch in America for Health Care Law every year since 2022, including the 2026 edition, and was selected to Illinois Super Lawyers Rising Stars from 2022 through 2024. He was elevated to the partnership at McDermott and practices from the firm's Chicago office.

Professional Involvement

He writes regularly on health regulatory developments for McDermott's health law and employee benefits blogs, with commentary syndicated by the National Law Review. Recent pieces include “Medicare Telehealth Flexibilities Expire — Immediate Impacts and Next Steps” (2025), “Pending Oregon Law Undermines Traditional Physician Practice Structure” (2024), “Pending California Law Undermines Growth of Digital Health Companies and Patient Access to Virtual Care” (2024). He is also a recurring contributor to the firm's “Trending in Telehealth” series.

Experience

His transactional work spans mergers, acquisitions, dissolutions, and management and professional service arrangements, including the buildout of multi-state physician practice management and telehealth structures for private equity funds, strategic investors, and digital health companies. On the regulatory side he counsels ambulatory surgery centers, behavioral health and senior care facilities, physician practices, and dental practices on corporate practice of medicine laws, state and federal telehealth laws, pharmacy laws, and the fraud and abuse laws, including the Anti-Kickback Statute, the Beneficiary Inducements Civil Monetary Penalty Law, and the Stark law. He also advises on pharma services, clinical research, and health technology transactions.
Paul Deeringer

Paul Deeringer

Hooper, Lundy & Bookman, P.C.

Paul Deeringer is a Partner in the Business Department at Hooper, Lundy & Bookman, the nation’s largest law firm dedicated exclusively to health care. Paul rejoined HLB after nearly 14 years in senior leadership at John Muir Health, a $2.6 billion California integrated health system, most recently as SVP and Chief Strategy Officer. That dual background as both outside counsel and health system executive gives him firsthand insight into how corporate practice of medicine rules play out in practice – from structuring friendly PC medical group arrangements to negotiating professional services agreements and leading physician alignment transactions. His practice today spans business transactions, hospital-physician integration, and fraud and abuse counselling and advising, with particular focus on California’s CPOM framework and the operational realities of building MSO-friendly structures that hold up to regulatory scrutiny. He holds a J.D. from Georgetown University Law Center and an A.B. from Princeton University.

Education & Credentials

He earned his J.D. cum laude from Georgetown University Law Center in 2006, with an emphasis in health care law and economics, and an A.B. with highest honors from Princeton University in 2001. He has been admitted to practice in California since 2008 and holds California Bar No. 256623.

Recognition & Leadership

His leadership record runs through the operating side of health care as much as the legal one: he spent nearly 14 years in senior leadership at John Muir Health, a $2.6 billion California integrated health system, rising to Senior Vice President and Chief Strategy Officer before rejoining Hooper, Lundy & Bookman as a Partner in 2026. His return to the firm and his perspective on health system strategy were covered in Law360 Pulse in 2026.

Professional Involvement

He is a member of the American Bar Association and its Health Law Section, and practices out of the firm's San Francisco office.

Experience

His practice covers business transactions, hospital-physician integration, mergers and acquisitions, financing, digital health, value-based arrangements, and fraud and abuse, Stark, and Anti-Kickback counseling. He advises hospitals and health systems, physicians and medical groups, ambulatory surgery centers, and provider-owned managed care organizations and ACOs. At John Muir Health his portfolio included strategy, physician alignment, partnerships and joint ventures, growth initiatives, and financial planning across a multi-hospital and ambulatory network — the vantage point from which he now counsels clients on California's CPOM framework and on MSO-friendly structures built to survive regulatory scrutiny.
Patrick T. Zanayed

Patrick T. Zanayed

McDermott Will & Schulte LLP

Patrick Zanayed represents private equity funds, digital health companies, strategic investors, ambulatory surgery centers, behavioral health facilities, senior care facilities, physician practices, and dental practices in a variety of transactional and regulatory matters. He also has deep experience advising on pharma services, clinical research, and health technology transactions.

Patrick has assisted clients in connection with numerous transactions, including mergers, acquisitions, dissolutions, and management and professional service arrangements, as well as the creation of multi-state physician practice management and telehealth structures. He also regularly advises clients with respect to corporate practice of medicine laws, state and federal telehealth laws, pharmacy laws, the fraud and abuse laws including the Anti-Kickback Statute, Beneficiary Inducements Civil Monetary Penalty Law, the Stark law and other federal and state legal, regulatory and business issues affecting healthcare providers and facilities.

Education & Credentials

He earned his J.D. from the University of Illinois College of Law in 2014 and has been admitted to practice in Illinois since that year, holding Illinois ARDC No. 6317171. He practices in Arabic and English.

Recognition & Leadership

He has been recognized in Best Lawyers: Ones to Watch in America for Health Care Law every year since 2022, including the 2026 edition, and was selected to Illinois Super Lawyers Rising Stars from 2022 through 2024. He was elevated to the partnership at McDermott and practices from the firm's Chicago office.

Professional Involvement

He writes regularly on health regulatory developments for McDermott's health law and employee benefits blogs, with commentary syndicated by the National Law Review. Recent pieces include “Medicare Telehealth Flexibilities Expire — Immediate Impacts and Next Steps” (2025), “Pending Oregon Law Undermines Traditional Physician Practice Structure” (2024), “Pending California Law Undermines Growth of Digital Health Companies and Patient Access to Virtual Care” (2024). He is also a recurring contributor to the firm's “Trending in Telehealth” series.

Experience

His transactional work spans mergers, acquisitions, dissolutions, and management and professional service arrangements, including the buildout of multi-state physician practice management and telehealth structures for private equity funds, strategic investors, and digital health companies. On the regulatory side he counsels ambulatory surgery centers, behavioral health and senior care facilities, physician practices, and dental practices on corporate practice of medicine laws, state and federal telehealth laws, pharmacy laws, and the fraud and abuse laws, including the Anti-Kickback Statute, the Beneficiary Inducements Civil Monetary Penalty Law, and the Stark law. He also advises on pharma services, clinical research, and health technology transactions.

Credits by state

AK2.0
AL2.0
AR2.0
AZ2.0
CA2.0
CO2.0
CT2.0
DC2.0
DE2.0
FL2.0
GA2.0
HI2.0
IA2.0
ID2.0
IL2.0
IN2.0
KS2.0
KY2.0
LA2.0
MA2.0
MD2.0
ME2.0
MI2.0
MN2.0
MO2.4
MS2.0
MT2.0
NC2.0
ND2.0
NE2.0
NH120.0
NJ2.0
NM2.0
NV2.0
NY2.0
OH2.0
OK2.5
OR2.0
PA2.0
RI2.5
SC2.0
SD2.0
TN2.0
TX2.0
UT2.0
VA2.0
VT2.0
WA2.0
WI2.0
WV2.4
WY2.0

1000+

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Access to live webinars & recordings

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Trusted by Legal Professionals

1000+

Live stream programs

24/7

Access to live webinars & recordings

70,000+

Trusted by Legal Professionals

1000+

Live stream programs

24/7

Access to live webinars & recordings

10,000+

Trusted by Legal Professionals

1000+

Live stream programs

24/7

Access to live webinars & recordings

70,000+

Trusted by Legal Professionals

MCLE Credits

Alabama
Approved
Alaska
Approved
Arizona
Approved
Arkansas
Approved
California
Approved
Colorado
Pending
Connecticut
Approved
Delaware
Pending
District of Columbia
No Required
Florida
Approved
Georgia
Approved
Hawaii
Approved
Idaho
Pending
Illinois
Approved
Indiana
Approved
Iowa
Pending
Kansas
Pending
Kentucky
Pending
Louisiana
Pending
Maine
Pending
Maryland
No Required
Massachusetts
No Required
Michigan
No Required
Minnesota
Pending
Mississippi
Pending
Missouri
Approved
Montana
Pending
Nebraska
Pending
Nevada
Approved
New Hampshire
Approved
New Jersey
Approved
New Mexico
Approved
New York
Approved
North Carolina
Pending
North Dakota
Approved
Ohio
Approved
Oklahoma
Pending
Oregon
Pending
Pennsylvania
Approved
Rhode Island
Pending
South Carolina
Pending
South Dakota
No Required
Tennessee
Approved
Texas
Approved
Utah
Pending
Vermont
Approved
Virginia
Not Eligible
Washington
Approved
West Virginia
Pending
Wisconsin
Pending
Wyoming
Pending

Alabama

Requirements

The Alabama State Bar MCLE Commission requires attorneys to complete 12 credits, including 1 ethics, by December 31 of each year. All credits must be reported by February 15 of the following year. A maximum of 12 credits, including 1 ethics credit, may be carried over for 1 year only.  

Formats

  • Attorneys can earn unlimited “live” credit through live seminars, live webcasts, and co-sponsored locations with MyLAWCLE-Alabama approved programs
  • Attorneys are limited to 6 credits per compliance period of “online” programs through MyLAwCLE On-Demand programs