When you need a specialist
The single biggest red flag: a lawyer who has never heard of CPOM in your state. A corporate lawyer drafting an MSA from a commercial services template produces a document that is enforceable as a contract and useless as a compliance artifact, or worse, one that documents lay control. Cost pressure pushes founders toward generalists, and the savings are usually smaller than the cost of fixing the structure later.
Five questions for the first call
- “What’s the CPOM posture in [state], and what changed in the last two years?” A specialist answers immediately and mentions Oregon SB 951, California SB 351, or Vermont Act 133 depending on relevance. A generalist may not recognize the term.
- “How would you structure the management fee here, and why?” You want a discussion of flat versus cost-plus versus percentage tied to the state’s fee-splitting rule, not “whatever you prefer.”
- “How many MSO-PC structures have you built in this state?”
- “Who represents the clinician-owner?” The right answer is someone else, and they need their own counsel. Treat an offer to represent both sides as a warning sign.
- “How do you keep clients current as the law changes?” The 2025–2026 wave made this a real differentiator.
Scoping and budgeting
These ranges are directional and vary widely by market and firm.How to spend less without spending badly
Scope tightly. “Review this MSA against Colorado law and flag issues” costs less than “advise us on our structure.” Batch questions. Keep a running list rather than emailing each as it arises. Ask for fixed fees on formation, standard agreements, and state entries. Most firms will quote them. Do your homework first. Arriving with your state page, the specific statute, and a concrete question is far cheaper than arriving with “how does this work?” Know what can wait. An FMV study can often be deferred to your first raise, unless your fee is aggressive or your state is strict. Don’t skimp on the MSA. The other items on this list can be scoped down or deferred; the MSA cannot.Steps
1
Identify candidate firms
Sources: healthcare industry associations, your specialty society, other founders in your vertical, and authors of the law firm alerts you find useful when researching your state. Authors of clear analyses of your state’s new law already know that law.
2
Run the five questions on an intake call
Most firms will do this without charge.
3
Scope the engagement in writing
Deliverables, states covered, fixed or hourly, and who does the work: partner or associate.
4
Ask for the base-plus-riders structure explicitly
5
Ensure the clinician-owner engages separate counsel
You may pay for it, but you should not select or direct it.
6
Set the refresh cadence
Annual review of the full stack, plus an immediate review whenever a state you operate in changes its law.
The refresh cadence
This is the highest-return recurring legal spend, and most groups skip it.Verify it worked
- Healthcare regulatory counsel engaged, licensed in each operating state or coordinating local counsel
- Engagement scoped in writing
- Base MSA plus state riders, built for reuse
- Clinician-owner independently represented
- Annual review calendared
- A process exists for catching state law changes (see the legislation tracker)
Common failure modes
Sources
- Or. S.B. 951 (2025), compliance for pre-existing arrangements by January 1, 2029, Holland & Knight, Update on Oregon’s New CPOM Laws (May 2026); Cal. S.B. 351 (2025), effective January 1, 2026.