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 here, and it is the most expensive saving available.
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 asks what CPOM stands for.
- “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. A lawyer offering to represent both sides is telling you something.
- “How do you keep clients current as the law changes?” The 2025–2026 wave made this a real differentiator.
Scoping and budgeting
Directional ranges. 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.” Build for reuse from the start. Ask explicitly for a base MSA plus state riders rather than a bespoke agreement per state. State four should cost a fraction of state one. This is the single highest-leverage instruction you can give. 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. Everything else on this list is negotiable. This is not.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. That last one is genuinely effective — the person who wrote the clear analysis of your state’s new law knows your state’s new 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
Paying for it is appropriate. Selecting and directing it is not.
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
The highest-return recurring legal spend, and the one most groups skip.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.