Bringing a New Partner into Your Practice

The professional relationship between partners in a joint medical practice is sometimes compared to a marriage. The partners must work under the same roof, share the same goals, and strive to make the practice as successful as it can be.

Interviewing & Contracting

During the interview process, you must develop a well-rounded picture of the candidate. Could this doctor's skills and expertise increase the range of services offered by the practice? Does the doctor's personality fit well with the staff and the workplace culture? Are the candidate's long-term goals compatible with that of the existing partners and their vision for the clinic? Invest a lot of time in your top candidates, and be sure to do thorough reference and background checks.

Someone who aims to become a partner of the practice will also have a lot of questions for you – facilities available (e.g., onsite diagnostics), payer mix, benefits (e.g., malpractice, CME, relocation), workweek, call schedule (if any), etc. You may also want to provide top candidates with a general idea of the practice's gross collections, overhead costs, and owners' net incomes, and perhaps even a ballpark figure for the buy-in cost. And for interested parties who may be new to your community, have information about cost of living, community situation (e.g., growing?) community amenities (e.g., recreational facilities, golf courses), schools, etc.

A practice will usually hire a new doctor as an associate first and, after several years, decide whether or not to offer a partnership. Some clinics provide a letter of intent. This letter deals with issues related to a potential future partnership, such as the intended timing of partnership and the buy-in formula. The wording of the letter may be deliberately vague to allow for changes. A letter of intent is not legally binding, but it does demonstrate good faith on the part of the practice, and offers the new physician a measure of security.

Alternately, some large practices may stipulate in their employment contracts that a physician will be offered a partnership if he or she remains employed with them for a certain period of time or up to a certain date. Although a contract is a legally binding agreement, the practice could still fire an unsatisfactory physician before the completion of the period, and thus eliminate the possibility of a partnership.

The "Engagement" Period

During this time, the new physician is employed as an associate, and receives a salary and possibly incentive bonuses. The engagement period is usually two to three years, but can last anywhere from one to four years.

This is the time for careful observation. Does the newcomer have excellent clinical skills and bedside manner? Does he or she generate a similar amount of revenue as the existing partners? Is the doctor willing to accept constructive criticism, and improve performance if needed? Does this person inspire your trust, respect, and confidence?

Compatibility and trust are crucial. Does the individual work well with the existing partners, staff members, and patients? Does the new physician share a common vision with the other members of the clinic? Does this person offer helpful input during discussions and contribute to decisions that affect the clinic? If you were to retire tomorrow, would you feel confident leaving the practice in this person's hands?

A potential partner needs to care deeply about the practice, and not just see it as a place of employment. Look for someone who is motivated, and who wants the clinic to thrive rather than simply maintaining the status quo. Someone who is "partner material" should put the best interests of the practice above their own self-interest, for example, if an investment in a new piece of diagnostic equipment must be made, even though it will cut into profits.

Do not offer the new doctor a partnership if you have serious reservations at the end of the "engagement" period. Although you may feel obliged due to the doctor's years of service, you should not add a partner who will not benefit the practice. Additionally, you want to avoid the possibility of a separation down the road, which is almost certain to cause financial and emotional damage, and potentially added legal problems and expense.

The Partnership Agreement

Negotiations for partnership arrangements should begin as early as six months before the effective date. In the event that the negotiations last longer then expected, the partnership documents may also be applied retroactively. In practices that already have two or more partners, the new partner will often be asked to accept the same terms as the existing partners.

Following are some key issues to consider when drafting a partnership agreement.

• The Buy-In: How much the new partner should pay for his or her share of the practice will be based on the value of the practice's tangible assets and the practice's average earnings. The new partner may pay up front, pay over a period of time with interest, or pay by accepting a percentage reduction in income over a period of time. A combination of any of those payment approaches may also be used. Typically the new partner buys into the practice over a period of three to five years.

Structuring the new partner's buy-in as a percentage of their income has several benefits. First, it avoids disputes about the exact value of the clinic's assets. Second, it links the new partner's buy-in price with the practice's performance, since his or her income depends on the practice's profits.

• Division of Net Income: Most practices divide their net income among partners in one of three ways. The first approach is to divide all profits equally, based on what percentage of the practice each physician holds. The second approach is to divide the income based on each physician's relative productivity, as measured by his or her fee collections. The third approach uses a combination of the two. For example, 50% of the clinic's net income may be distributed equally, and the other 50% may be distributed based on relative productivity. Alternately, there may be an equal base salary for all partners, and bonuses based on relative productivity.

• Decision-Making Powers: Some practices require a 70-80% supermajority, rather than a simple majority vote for major decisions. Examples of major decisions include the addition of a new partner, hiring or firing a physician, changing the practice's location, large expenditures, and acquiring, selling, or merging a practice.

• "Senior Doctor Right": In a two-partner practice, the senior partner may retain a "senior doctor right" for a mutually agreed period of time. In the event of a separation, the senior partner would be entitled to keep the practice's name, tangible assets, medical charts, and location. The senior partner may also have the power to break deadlocks on certain decisions.

• Termination: A partner should not be vulnerable to termination without cause. The definition of what constitutes justifiable cause for termination should be included in the partnership agreement. The partnership agreement should also stipulate how large a majority is needed before a partner can be terminated. For example, a practice with six physicians may require a unanimous vote to terminate a partner, while a larger practice may only require a supermajority vote of 80%.

• Losing a Partner: Partnership agreements should also include provisions for a partner's retirement, resignation, death, or inability to work. A buy-out agreement may be included or may be negotiated later.

• Debts: If the practice has existing debt, then the new partner is usually asked to sign on as a guarantor along with the existing partners. However, the agreement should absolve the new partner of responsibility for actions that occurred before he or she gained partnership status.

Bringing a New Partner into Your Practice

Interviewing & Contracting

The "Engagement" Period

The Partnership Agreement

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Sheng Wang

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