Most healthcare business problems start as document problems. A poorly drafted employment agreement becomes a year of restrictive covenant litigation. A management services arrangement that did not anticipate regulatory scrutiny becomes an investigation. A buy-sell with vague valuation language becomes a dispute among partners who used to be friends. A payer contract signed without review becomes a clawback nobody saw coming. By the time these matters reach a courtroom, an arbitration, or an investigator’s desk, the outcome is largely set by what the original documents said and did not say.
Topkin Law represents physicians, medical practices, surgery centers, clinics, and the management companies that support them on the transactional and operational matters that define how a practice runs. The firm’s work in this area is shaped by what we see on the litigation and regulatory side of the same business decisions. We have defended the disputes, audits, and investigations that arise from weak employment agreements, ambiguous restrictive covenants, undefined buy-out formulas, unenforceable indemnity provisions, payer contracts that gave away leverage, and corporate structures that did not survive their first real test. We draft and negotiate with those failures in mind.
Most transactional lawyers draft from forms. We draft from cases. When we write a restrictive covenant, we write it knowing how Florida courts have actually treated covenants of that breadth, in that geography, for that specialty. When we write a buy-out provision, we write it knowing how partners actually fight over valuation when one of them leaves. When we structure an MSO arrangement, we structure it knowing how a regulator will read it three years from now.
That perspective also shapes the work product. Documents are useful when they prevent disputes and useful when they win disputes. The two goals do not always pull in the same direction, and a competent draft makes the choice deliberately rather than by default. We make those choices deliberately, and we explain them.
We draft and negotiate physician employment agreements, independent contractor agreements, locum tenens arrangements, and the restrictive covenants that determine what a departing physician can do, where, and for how long. We represent practices enforcing covenants against departing physicians and physicians defending against enforcement. We also counsel practices and physicians through the operational mechanics of a departure: patient notification, records transition, ongoing care obligations, payer notifications, malpractice tail coverage, and the timing decisions that drive everything else.
We structure entity formation (PA, PLLC, PC, and other configurations), draft and negotiate partnership and shareholder agreements, and handle the buy-sell, buy-in, and buy-out arrangements that govern how ownership transitions on departure, death, disability, or retirement. We represent physicians and practices in the sale and acquisition of medical practices, joint ventures in surgery centers and imaging centers, and management services organization (MSO) arrangements, including the diligence and regulatory structuring those transactions require under Stark, Anti-Kickback, and the Florida Patient Brokering Act.
We review and negotiate payer contracts with commercial health plans, Medicare Advantage plans, Medicaid managed care organizations, IPAs, and ACOs, with attention to the fee schedules, audit and recoupment provisions, termination rights, and dispute resolution clauses that determine where the practice will stand if a payer turns adverse. We represent practices in credentialing disputes, payer enrollment denials, and network termination challenges. Most of what we draft on this side of the practice is designed to give the practice leverage in the disputes that the firm’s litigation side ultimately handles.
We structure referral relationships, marketing arrangements, and management agreements with attention to the regulatory frameworks that govern them. We draft HIPAA business associate agreements, telemedicine structures, office and equipment leases, and the operational documents that practices rely on day to day, including patient consent and financial responsibility forms, recordkeeping policies, and the documentation infrastructure that supports billing and audit defense. We also counsel physicians and practices on succession, including the timing and structure of a sale, the integration of new partners, and the wind-down of a solo practice.
Yes. The firm drafts restrictive covenants, defends physicians against enforcement, and prosecutes enforcement actions on behalf of practices. Restrictive covenant work is one of the most active intersections between the firm’s business and litigation practices.
