casemark/cpom-compliance

Corporate Practice of Medicine Compliance

Drafts a regulatory compliance framework ensuring lawful separation of corporate ownership from medical practice under CPOM doctrine.

Prerequisites

Gather before drafting:

1. Entity details — structure, state(s) of operation, healthcare sectors (medical, dental, optometry, telemedicine, PT)
2. Existing agreements — MSA/MSO arrangements, physician employment contracts, governance documents
3. Jurisdictional scope — all states where entity operates or plans to expand
4. Business model — revenue structure, physician compensation methodology, admin service arrangements

Document Structure

1. Introduction & Scope

• Define CPOM doctrine and application to the entity
• State jurisdictions covered
• Identify violation consequences: license revocation, contract voidability, criminal prosecution, civil fines

2. State-Specific CPOM Analysis

Produce a jurisdictional matrix covering: state, prohibition level (strict/moderate/permissive), key statute, exemptions, enforcement pattern.

• Limit to entity's actual operational footprint — no generic 50-state surveys unless requested
• Note sector-specific variations (telemedicine, dental, optometry, PT face different scrutiny)
• Flag recent legislative changes
• Mark uncertain citations with [VERIFY]

3. Compliant Organizational Structures

Compare models:

| Structure | Physician Control | Risk | Best For | |-----------|------------------|------|----------| | PC/PA | Full ownership + governance | Low | Single-state practices | | MSO + PC | PC controls all clinical decisions | Low-Med | Multi-state platforms | | Friendly PC | Nominal — high regulatory scrutiny | High | Avoid unless carefully structured | | PPM | Shared governance | Medium | Large physician groups |

For each: governance requirements, operational boundaries, de facto control scrutiny factors, selection criteria.

Friendly PC warning: Never present as low-risk. Always flag for heightened scrutiny.

4. Management Services Agreement (MSA) Architecture

MSO-permissible: billing, collections, revenue cycle, non-physician HR, facility management, IT, marketing, financial reporting.

Reserved to physician entity (non-delegable):

• Clinical decision-making and patient care protocols
• Physician hiring, credentialing, supervision, termination
• Fee-setting for medical services
• Patient acceptance, treatment, referral, discharge
• Quality standards and peer review

Required MSA provisions: FMV compensation (no clinical-outcome incentives), physician exit rights, physician final authority on clinical matters, mutual CPOM compliance obligations, FMV documentation defensible under AKS/Stark, independent audit rights.

5. Operational Compliance Checklist

Cover these control points with responsible party and frequency:

• Physician hiring/credentialing — PC makes all final decisions
• Clinical protocols — developed by physicians without MSO interference
• Fee setting — PC independently determines charges
• Patient care decisions — no MSO influence on acceptance, treatment, referral, discharge
• Marketing — accurately represents physician-owned nature of practice
• Board minutes — separate PC and MSO minutes documenting independent decision-making
• Approval workflows — clear audit trail showing physician authority

6. Training, Monitoring & Enforcement

• Training: physicians, admin staff, executives — governance responsibilities, authority boundaries, legal risks (onboarding + annual)
• Monitoring: quarterly MSA audits, annual decision-making review, annual FMV assessment, anonymous reporting channel (whistleblower-protected)
• Enforcement escalation: corrective action plan → structural modification → relationship termination

7. Risk Assessment & Mitigation

Address: regulatory penalties, contract voidability, qui tam/FCA exposure, reputational harm, discovery of violations.

Include self-disclosure decision framework: weigh severity, duration, patient harm, cooperation credit, jurisdiction-specific voluntary disclosure programs.

8. Conclusion & Authorization

• Reaffirm ongoing compliance obligation with annual review
• Review triggers: operational changes, new jurisdictions, legislative updates, enforcement actions
• Signature blocks: business entity rep, physician entity leadership, legal counsel, effective date + next review

Critical Checks

• All citations must be verified for current validity; mark uncertain with [VERIFY]
• Address federal overlay (AKS, Stark Law, OIG guidance) alongside state CPOM — never analyze CPOM in isolation
• Friendly PC arrangements always flagged for heightened scrutiny
• Structure document for dual audience: legal/regulatory reviewers and operational implementers
• Reference OIG compliance program guidance and MGMA best practices where applicable