Consolidation of physicians and other noninstitutional providers.

Once fragmented, the health care industry is consolidating with breathtaking speed. As a consequence of consolidation, health care providers such as hospitals, home health agencies, physicians, and medical equipment suppliers have undergone a fundamental change in the manner in which they conduct the business of delivering health care items and services.

This article examines the consolidation trend as it affects noninstitutional providers.[1] After reviewing some of the economic factors that are motivating noninstitutional providers to consolidate, the article will review some of the alternative structures that are being used for this purpose in Florida. The article discusses consolidation structures within the context of physicians.[2] However, the motivations and many of the alternatives are applicable to other categories of noninstitutional providers.

Economic Factors Favoring Consolidation

Some of the historical reasons for consolidation of "institutional" providers like hospitals and nursing facilities may seem obvious. Such facilities require significant capital in order to build and maintain their physical plants. Consolidation frequently provides opportunities to obtain needed capital, through either debt or equity financing, on terms more favorable than may be available to individual providers. Consolidation also offers opportunities to take advantage of economies of scale that otherwise unaffiliated individual providers may not be able to achieve. For example, group purchasing cooperatives historically have been one of the mechanisms used by institutional providers to take advantage of their collective purchasing power.

Physicians and other "noninstitutional" providers of health care items and services would appear to have some of the same motivations for consolidating. A number of factors including the relative ease of entry into these markets, generally lower capital requirements, and the historical tendency of this segment of the health care industry to be dominated by entrepreneurs and small business persons have worked to delay the consolidation of noninstitutional providers. The phenomenon of physicians and other noninstitutional providers looking to consolidate appears to result from two relatively recent factors (both of which noninstitutional providers have in common with institutional providers): the efforts to reduce the cost of health care items and services, and `providers' loss of control over their patient bases. The pace of consolidation among Florida physicians reflects the impact of these factors on their individual practices.

Cost Reduction Efforts

In 1983, the Medicare program implemented its prospective payment system for most inpatient hospital stays. Since then, the number of hospitals that have elected to merge or otherwise consolidate has increased dramatically. This, in part, is the result of reduced reimbursement levels. Hospitals are seeking ways to reduce operating costs through the economies of scale and other efficiencies larger organizations sometimes are able to achieve.[3] Inasmuch as other segments of the institutional provider industry, such as hospital-based nursing facilities and home health agencies, are tied to the success of their affiliated hospitals, these providers have been included in this consolidation wave. Freestanding institutional providers, who also are experiencing reimbursement reductions, also are consolidating in response.

Physicians and other noninstitutional providers similarly have been subject to reimbursement reductions by the Medicare program, Medicaid program, and various private third-party payors. For example, these payors have implemented fee schedules and tighter claims review mechanisms.[4] The reduction in physicians' reimbursements has pressured this group of providers to seek ways to achieve economies of scale and other operating efficiencies. Ironically, at the same time these so-called "cost containment" efforts are reducing the incomes of physicians and other noninstitutional providers, their operating costs are increasing as a result of more sophisticated and intensive medical services that are being provided on an outpatient basis.

A related cost control effort involves the emergence of the Florida and federal self-referral restrictions. These restrictions have the impact of limiting physicians' ability to supplement their incomes through investments in and affiliations with businesses that provide so-called "ancillary services."[5] For many physicians, the income derived from these ancillary services initially offset the impact of reduced reimbursement rates and constituted a significant portion of their incomes. The state and federal decisions to severely restrict this source of income has served to compound the problems physicians already had begun to experience as a result of declining reimbursement levels.

Loss of Control Over Patients

Probably a more significant motivation for noninstitutional providers' consolidation, particularly physicians, has been the growth of health maintenance organizations and other types of managed care organizations, such as preferred provider organizations and exclusive provider organizations (generically referred to as HMOs). One of the features that distinguishes HMOs from traditional indemnity insurance programs is the ability of an HMO to establish significant financial disincentives to enrollees to seek health care items and services from anyone who is not a "participating provider" of that HMO.[6] These disincentives range from having the enrollees responsible for making large deductible and coinsurance payments to "nonparticipating" providers, to refusing to make any payment for services rendered by these providers.[7]

Today, many physicians are finding a growing number of their established patients have become HMO enrollees. For a physician who refuses or is excluded[8] from participating in an HMO's network, the consequences to his or her medical practice can be significant. The physician suddenly may lose a large number of patients because they are members of that HMO and must see one of its participating providers. Even if a physician is a participating provider with a particular HMO, the outlook is not necessarily much more secure. Unless the parties agree otherwise, an HMO may terminate its contract with a participating provider, with or without cause, on 60 days' notice.[9] In short, the growth of HMO enrollment has lead to a situation in which many physicians are very concerned about the viability of their medical practices in the future. As the number of HMO enrollees continues to grow, very few physicians can afford to ignore these payers and have a realistic expectation of being able to develop and maintain their medical practices.

Physicians' Responses

For many physicians their primary objective has become to regain some control over their economic and professional future in a climate of reduced reimbursement rates, and the growth of HMO enrollments. The desire to reduce costs through the achievement of economies of scale has been a much less important objective of physicians who are seeking ways to respond to the changing economics of the health care industry. In order to achieve either objective, however, some form of consolidation appears to be necessary.

An individual physician is not likely to have a significant ability to negotiate with an HMO. A group of physicians may have improved bargaining "clout." This is particularly so when the group is developed thoughtfully. That is, physicians who jointly implement a deliberate strategy based on their geographic locations, practices, reputations, and similar factors may constitute an attractive addition to an HMO's network. As a member of such a group, a physician may be able to regain some of the control and certainty he or she is seeking to achieve.

Stated another way, some safety may exist in numbers. An HMO is likely to be more hesitant to terminate its relationship with a group of 10 physicians, which provides services to 5,000 of its enrollees, than it will be to terminate a group of two physicians, which provides services to 1,000 of the HMO's enrollees. If the enrollees who are assigned to these physicians are satisfied with their services, the HMO will have the task of explaining to them why their doctors no longer are participating providers. Some of these enrollees may decide to dis-enroll from that HMO, and enroll in whatever HMO includes their physicians in its network of participating providers. In addition, to the extent these enrollees are members of a purchasing group (such as employees of a common employer through whom their health benefits are purchased), the HMO may find itself faced with a situation in which the entire purchasing group will be much more reluctant to continue this relationship.

Consolidation Alternatives

In developing a structure for consolidating physicians, issues that must be addressed include the physicians' level of commitment, loss of control, and the benefits to be derived from consolidation. Additional considerations include a physician's potential liability exposure for the malpractice of another physician, federal and Florida income tax, antitrust,[10] pension benefit, and regulatory compliance issues. Ultimately, however, each physician's decision to consolidate or not, as well as the consolidation alternative(s) he or she selects, comes down to that physician's analysis of the future of medical practice and how his or her medical practice will fare.

Physicians who seek lower levels of integration and prefer independence typically consider two alternatives: contractual arrangements, commonly referred to as independent practice associations (IPA), and management services organizations (MSO), in which physicians join together for certain limited purposes. At the other end of the spectrum, some physicians conclude that affiliation with a much larger entity is the best response and select the consolidation alternative of selling their practices to some form of physician practice management company. Alternatively, physicians can join together formally in a common legal and financial structure to take advantage of the more favorable treatment afforded a "group practice" under the Florida and federal self-referral restrictions; although this alternative offers a greater level of autonomy than selling a physician's practice, it also involves significantly more integration, risk, and commitment than does membership in an IPA or MSO.

* Loose Affiliations: IPAs and MSOs

While there is no standard definition of either contractual arrangement, an IPA generally is understood to be a contractual relationship that focuses on obtaining and maintaining managed care contracts for its participants. An MSO also offers its participants a vehicle for developing managed care arrangements; however, an MSO typically also provides some or all of the administrative and support services needed to operate a physician's practice. Those physicians who join or form an MSO, in addition to the negotiating leverage that may be achieved from an IPA, also can take advantage of some of the economies of scale that were discussed above.

Physicians who elect to join an IPA and/or MSO may have a limited opportunity to present a common front in negotiating with HMOs. Despite the antitrust "safety zones," physicians who are members of an IPA or MSO remain competitors. As such, they cannot attempt to fix prices or otherwise restrain trade. Indeed, in most other respects, the manner in which these physicians conduct the business and practice of medicine is unchanged.

Florida has not adopted a legal definition of an IPA or MSO. Thus, how a particular contractual relationship is characterized depends upon what its intended purpose is and who is involved. For example, if one or more hospitals are parties to one of these relationships, it may be referred to as a physician-hospital organization (PHO). Until commonly accepted definitions of what constitutes an IPA, MSO, or PHO exist, a significant level of confusion will remain for physicians who are trying to evaluate their alternatives.

The legal structure used in forming one of these entities depends upon the nature of the parties who are involved and their objectives. It is important to keep in mind that basically these are contractual relationships; participants can withdraw or join in the manner prescribed in the contract, and they have no fiduciary duty to each other. Moreover, in addition to the antitrust concerns, participation in an IPA or MSO does not offer its physician members any insulation from the Florida or federal kickback or self-referral restrictions. Thus, these affiliations may have minimal beneficial result for their participants.

* Sale of Practice

A growing number of physicians have concluded that the future of the practice of medicine is too uncertain to continue in private practice and/ or are seeking a way to realize the current value of their practices. Many of these physicians believe that the "corporatization" of the practice of medicine is inevitable and in the very near future medical practice will be conducted primarily by physicians who are employees or otherwise affiliated with large publicly traded corporations. These physicians are among the group that is choosing to sell their practices.

As a result, recent years have seen the development of physician practice management companies (PPM). Although hospitals and health care systems are entering into similar arrangements with physicians, it is the development of PPMs which are not affiliated with a provider or system that may be the most significant development in this trend. Many of these PPMs are, or intend to become, publicly traded and are not themselves providers of health care items and services. Rather, these PPMs are in the business of managing, through contractual relationships or ownership, multiple physician practices. In controlling a large number of practices, some physicians view PPMs as a counterweight to HMOs, which have the ability to direct where their enrollees receive physician services.

When selling a practice, a physician needs to consider a number of issues beyond the sales price. For example, the federal income tax consequences can be significantly different depending upon what is being sold, the nature of the compensation, and whether the physician's practice has elected to be treated as an "S" corporation or a "C" corporation.[11] Many physicians also are concerned about their office staff: that is, will long-time employees suddenly find themselves terminated or forced to accept less compensation, and other issues that will remain after the sale is completed.

What is actually being sold, the stock or the assets of a physician's practice, is a fundamental issue, but one which the selling physician may not appreciate. Generally speaking, unless specifically excluded, the purchaser of a corporation's stock assumes all of its debts and liabilities. Unless the parties agree otherwise, in an asset sale these obligations generally remain with the seller. It is not surprising, therefore, that purchasers and sellers of medical practices frequently enter into negotiations with very different views of what is going to be sold.

The most significant asset of a medical practice usually is its accounts receivable. If the accounts receivable are being sold, the parties will need to negotiate several issues, such as the percentage that is likely to be collected over what time period, and what level of effort the purchaser will devote to this effort.[12] A physician who does not include accounts receivable among the assets that are sold may be left with the responsibility of collecting these amounts.

In addition to what is being sold, questions exist concerning the nature of the compensation and purchase price allocations. The mixture of stock, cash, debt, and the like that will be used as compensation can be a subject of intense negotiations. For example, if the buyer is a PPM that is planning to "go public," it may want to pay as much of the purchase price as possible in stock; this approach better aligns the seller's financial incentives with its own. A physician who is considering accepting such stock must evaluate both the financial risk and whether the stock will be treated as part of a tax-free exchange, ordinary income, or capital gains for both federal and Florida tax purposes.

Questions concerning the appropriate allocation of the purchase price focus on the value of the assets whose sale constitutes ordinary income under the Internal Revenue Code, versus capital gains. Typically, a seller wants as much as possible of the purchase price allocated to capital gains, with its lower tax rate. For purchasers (like PPMs, who typically have both SEC reporting requirements and tax considerations), the issue is not as clear. The portion of the purchase price allocated to ordinary income (for example, the amount paid for office furniture) becomes a business expense, which the PPM may deduct in the current year. In contrast, the portion of the purchase price allocated to capital gains (for example, the price paid for the practice's "goodwill") must be amortized over a period of years.

In many practice sales, the most intensely negotiated issues involve the agreement that will govern the parties' relationship after the sale closes. The purchasing PPMs' operating structure and business locations influence the relationship between the parties. Because of corporate practice of medicine restrictions in some states, as well as fee-splitting concerns, the selling physician frequently does not become a employee of the PPM. Rather, the physician either will remain an employee of the current professional services corporation or become a member of a professional services corporation formed for the purpose of consolidating multiple sellers' practices.

In many states, excluding Florida, there is a prohibition against the "corporate practice of medicine." This doctrine prohibits any entity other than a professional services corporation, or its equivalent, from employing physicians for the purpose of practicing medicine. Inasmuch as many of the PPMs are not professional services corporations and operate in multiple states, in order to ensure compliance with all of these jurisdictions' requirements, the physicians whose practices are acquired remain or become employees of an entity that is not owned by the PPM. In these cases, the professional services corporation will retain the PPM as its manager for an extended period of time, typically 30 to 40 years. The issues of terms, duties, causes for termination, compensation, and restrictive covenants need to be negotiated in the parties' management agreement.

Other important considerations are this state's and the federal fee-splitting, patient brokering, kickback, and self-referral restrictions.[13] In recent years the Florida Board of Medicine has been asked to consider certain employment and independent contractor agreements in light of the state's fee-splitting and patient brokering prohibitions. In several declaratory statements, the board has made clear its view that Florida law does not offer "safe harbor" protection for a physician compensation arrangement involving in an employer-employee relationship.[14] In addition, a management services agreement that involves compensation based on a percentage of revenues basis also is highly suspect under the state's fee-splitting and patient-brokering prohibitions.[15] Thus, Florida physicians and PPMs must take care to ensure what their post closing employment or independent relationship does not violate these prohibitions.

A physician who elects to sell his or her practice to a PPM, in essence, is selling a portion of that practice's anticipated future earnings. Particularly when a portion of the purchase price is paid in the stock of a company that is planning to "go public," the physician is betting that his or her stock will have a value that is significantly greater than the future earnings the physician is agreeing to forgo. For many physicians, it is too soon to tell whether their bets will pay off.

* The Group Practice Exception

For those physicians who believe that the practice and business of medicine can continue to be controlled by physicians, and who also believe fundamental change is necessary if this is to occur, a group practice may be an attractive alternative. Consolidation as a group practice can provide its member physicians with the ability to respond effectively to the pressures of HMOs, while maintaining their independence. As suggested above, a group practice may be in a better position than a solo practitioner, IPA, or MSO to bargain with an HMO. In addition, a properly managed group practice should be better able to reduce its physicians' operating costs by taking advantage of those efficiencies and economies of scale discussed above.

Group practices also are better able to take advantage of the various "safe harbor" provisions in the Florida Patient Self-Referral Act and the Stark II amendments. Each of these self-referral restrictions includes an exception for those "designated health services," as defined therein, rendered by a sole practitioner or a group practice. The opportunity to provide these services is one of the attractions of the group practice alternative. For example, a sole practitioner may not find it economically feasible to maintain some of the ancillary services regularly ordered as part of his or her practice, such as a CLIA certified clinical laboratory; a group practice, however, may include a sufficient number of physicians who will make use of the service, so that it will be economically feasible. In addition, because the physicians who are members of a group practice generally are not viewed as competitors, there appears to be insulation under the federal antitrust laws as well as the federal kickback prohibitions for many of the members' collaborative efforts.[16]

In order to qualify for these advantages, a group practice must consist of

[T]wo or more physicians, legally organized as a partnership, business corporation, professional services corporation, foundation, not for profit corporation, faculty practice plan or similar association, in which:

a. Each physician who is a member provides substantially the full range of his or her services through the joint use of shared office space, facilities and equipment;

b. Substantially all of the services of the physicians who are members of the group are rendered to patients of the group, i.e., in aggregate, 75 percent of their patient encounters;

c. The items and services rendered by members of the group are billed in its name and the amounts collected are treated as receipts of this group;

d. Overhead expenses and income of the group are distributed in accordance with a previously determined method; and

e. A member's compensation is not directly or indirectly based on the volume or value of that physician's referrals to other members of the group.

42 U.S.C. [sections] 1395nn(h)(4); see also F.S. Ch. 458.236, (The definition of a "group practice" included in the Stark II amendments is more detailed and appears to include the elements contained in the Florida Patent Self-Referral Act's definition of a "group practice.")

There are several issues that arise regularly in forming a group practice, including: 1) initial capitalization; 2) liability for other physicians' real-practice and other obligations; 3) operational integration; 4) ancillary services compensation; and 5) ease of withdrawal.

Depending on the number of physicians involved, their operating costs, how quickly they plan to expand by opening new offices, and the like, the amount of initial capitalization needed by the group can be a significant issue. The founding physicians may decide to meet this need by making capital contributions or through some form of debt financing. One approach is for each of the founding physicians to lend collections for services rendered in the prior period to the group and receive repayment from the group.

Depending on the form of entity selected, each member's risk of being held responsible for another member's obligations, particularly malpractice liability, may be significant. To deal with this issue many group practices require or arrange for each member to maintain some level of malpractice insurance coverage, in addition to the group's own malpractice insurance. In recent years Florida has enacted legislation authorizing the formation of limited liability partnerships and limited liability companies. For those group practices that are not organized as some form of business or professional service corporation, taking advantage of these legal entities should address most of their members' liability concerns.

Integrating the group practice's business operations and medical practice can be an extremely difficult political and logistical problem. Each physician member and his or her office staff will need to change the way they have done business in the past. For example, as a practical matter all of the members of the group's billing and collection, accounts receivable and accounts payable functions probably should be consolidated in one location and be the responsibility of a common administrative staff. The group will need to adopt personnel policies and benefits for all of its employees that may vary substantially from those previously in effect in each founding physician's practice. Further, to the extent the group practice's patients are comprised of HMO enrollees, its physicians should consider developing mechanisms for capturing and analyzing each physician's utilization and outcome data and, when appropriate, take corrective actions.

Physicians forming a group practice frequently approach the question of how they will divide income from ancillary services by assuming it will be in a manner that reflects the volume or value of the services each of them has referred. Unfortunately, such a method constitutes a violation of the definition of a group practice found in Stark II. The consequences of failing to meet this definition can be extreme and can include a significant overpayment, plus interest and penalties, exclusion from the federal health benefit programs including Medicare and Medicaid, loss of licensure, and criminal prosecution. Whatever method of dividing this income is adopted, the physicians should be very comfortable that they are not violating the federal definition of a group practice.

Physicians who have not practiced as part of a group frequently are concerned about what happens if their expectations are not met. If the penalty for leaving the group is too dear (such as an onerous restrictive covenant), physicians may be very reluctant to join. On the other hand, if withdrawal is too easy, the group's stability and viability may be undermined. Thus, a balance must be struck in the organic documents of a group practice.

Of all the consolidation alternatives discussed, a group practice possibly requires the greatest level of commitment. In contrast to an IPA or MSO, the members of a group practice are much more likely to succeed or fail based on their collective efforts. Unlike physicians who elect to sell their practices, the members of a group practice do not turn over significant control of their medical practices to a third party. Rather, to succeed, that is, provide a means for its members to maintain their professional independence and regain some control over their economic and professional futures, a group practice requires each of its physician members to continue to devote a significant amount of time and energy to the practice of medicine and to the management of its business affairs.

Conclusion

This article has attempted to identify briefly the factors that are causing the consolidation that is occurring among noninstitutional health care providers. Interestingly, this segment of the health care industry historically has been the most resistant to consolidation. Today, noninstitutional providers are affiliating as rapidly as their institutional counterparts, and for many of the same reasons. Some of these affiliations, like IPAs and MSOs, are transitory and readily subject to change. On the other hand, selling a physician's practice is likely to create a much longer term relationship. In many instances, however, a sale will significantly limit a physician's ability to act independently. Physicians who do not want to sell their practices, but believe that IPA or MSO response models are not effective in the long run, increasingly are considering the group practice alternative. As the health care industry continues to evolve, future developments will determine the benefits and detriments of each alternative discussed in this article and which structures will prove to be successful adaptations in the dynamic business and legal environment in which health care providers must operate.

[1] For purposes of this article, the term "noninstitutional providers" refers to physicians, freestanding diagnostic centers, durable medical equipment providers, and other vendors who are not generally governed by Florida's certificate of need requirements, and who generally are reimbursed under Part B of the Medicare program.

[2] That is, those health care professionals licensed under FLA. STAT. Ch. 458 or 459.

[3] These include, but are not limited to, increased purchasing power, reduced administrative/support costs through the elimination of duplication, better planning and allocation of resources, and greater geographic coverage.

[4] The adoption of fee schedules represents a significant shift from indemnity insurance's historical reliance on "usual and customary" payment schemes.

[5] FLA. STAT. Ch. 455.236 (Florida Patient Self-Referral Act); 42 U.S.C. [sections] 1395nn (the so-called "Stark II amendments"). These statutes place significant restrictions on the ability of a physician to benefit financially from his or her referrals of patients to a third party in which that physician has an ownership interest or with the physician has a "financial relationship." Although there are significant differences in the services included within each jurisdiction's definition of "ancillary services," both the Florida and federal restrictions include certain services that are common to many physicians' practices, including clinical laboratory services, physical therapy services, and diagnostic imaging services. A more complete discussion of these self-referral restrictions is beyond the scope of this article.

[6] For purposes of this article, a "participating provider" means an institutional or noninstitutional provider who has been accepted by and agrees to accept a particular HMO's scheme of compensation, whether some form of capitation or fee for service arrangement, as well as other conditions imposed by the HMO in exchange for the opportunity to provide health care items and services to its enrollees.

[7] Limited exceptions to such disincentives are available for "emergency" services provided to an enrollees, particularly when outside of the HMO's service area.

[8] In Florida, an HMO has no legal obligation to accept every provider who wants to be one of its participating providers.

[9] Physicians also have the right to terminate their HMO contracts on 60 days' notice.

[10] A discussion of the antitrust issues related to the consolidation of noninstitutional providers is beyond the scope of this article. However, the reader should be aware, in their "Statements of Antitrust Enforcement Policy in the Health Care Area," the Department of Justice Antitrust Division and the Federal Trade Commission have developed a series of antitrust "safety zones" that are designed specifically to provide comfort to providers who are seeking to consolidate in an effort to respond to the changes that are occurring in this industry.

[11] This assumes the physician is conducting his or her medical practice in a corporate form. For purposes of the federal scheme for taxing corporations, the income from a "C' corporation is subject to taxation at both the corporate and individual levels, whereas the income of an "S' corporation is subject to taxation only as income of the shareholder(s).

[12] Frequently, a portion of the purchase price is held in escrow so that the purchaser can recover a portion of the price if the collections fall below the parties' expectations.

[13] FLA. STAT. Ch. 455.236 (Florida Patient Self-Referral Act); FLA. STAT. Ch. 455.237 (general kick-back prohibition for health care practitioners); FLA. STAT. Ch. 458.331 (physician fee-splitting prohibition); FLA. STAT. Ch. 817.505 (Florida Patient Brokering Act); 42 U.S.C. [sections] 1320a-7b(b) (Federal health care programs' kickback prohibitions); 42 U.S.C. [sections] 1395nn (the so-called "Stark II amendments") and 42 C.F.R. Part 411(Medicare and Medicaid self-referral restrictions and implementing regulations). A full discussion of these statutes and regulations is beyond the scope of this article. See, e.g., Siegel, Referral? What referral?, BUSINESS LAW TODAY, July/August 1997, at 42. In addition, on January 9, 1998, the Health Care Financing Administration, the federal agency responsible for administering the Medicare and Medicaid programs and enforcing the federal self-referral restriction, published a proposed rule for implementing those provisions of 42 U.S.C. [sections] 1395nn that previously had not been addressed in these regulations. See 63 Fed. Reg. 1658 (1/9/98) (Proposed rule amending 42 CFR Part 411).

[14] See In re: Petition for Declaratory Statement of C. Robert Crowe, M.D., (Final Order No. AHCA-95-00405) (March 13, 1995), affirmed, 21 Fla. L. Weekly D781; In re: Petition for Declaratory Statement of George G. Levy (Final Order No. AHCA-97-0495).

[15] See, In re: Petition for Declaratory Statement of Dr. Gary R. Johnson, M.D. and the Green Clinic, 14 FALR 3935 (July 11, 1992); In re: Petition for Declaratory Statement of Magan L. Bakarania, M.D., (Final Order No. 97-0333) (November 11, 1997), -- FALR -- (this decision currently is being appealed) (this decision specifically examined a percentage based management fee arrangement involving a physician and a PPM).

[16] Please note: There do not appear to be any reported cases in which a federal court has been asked to consider these issues.

Stephen H. Siegel is a shareholder in the health care department of Ruden McClosky Smith Schuster & Russell, P.A., in the firm's Miami office. He is board certified in health law, and his practice focuses on assisting clients in structuring and negotiating business relationships with other health care providers, vendors, and third party payors, including various managed care arrangements, and in satisfying the requirements of the Florida and federal fraud, abuse, and self-referral restrictions. Mr. Siegel was formerly with the Health Care Finance Administration. He holds a B.A., cum laude, from Florida State University and a J.D. from The Georgetown University Law Center.