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09/04/12


Andrew Schwartz publishes September article in Montgomery County Medical Society’s newsletter

By: Andrew L. Schwartz

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Montgomery County Medical Society newsletter

 

BACK TO SCHOOL MEANS BACK TO BUSINESS:
Have You Reviewed Your Business Agreements Lately?

By: Andrew L. Schwartz, Esq.

Summer is winding down, so now is when we gear up for the fall – the kids are back in school and football season will soon be in full swing. Although things get busier in your lives and in your practices at this time of year, now is an essential time to review the business contracts and agreements for your practice – and give them a back-to-school makeover.

This is especially true if your agreements and contracts were drafted more than a few years ago. At that point in time, they were created for one set of circumstances, which may no longer apply. The consequences are that your agreements may no longer adequately address your practice’s growing needs. Very likely, they are simply outdated. Further, you will want to evaluate and update your practice’s policies and procedures for compliance with recent employment law updates. That process will also aid you in determining which specific provisions in your agreements may need revisions so they remain effective. In addition, a review of your agreements and contracts can help ensure these documents comply with new federal or state laws.

The following is a list of typical contracts and agreements that physicians should review at least once each year:

Corporate/Business Governance

  • Shareholder/Buy-Sell or Limited Liability Company Operating/Partnership Agreement
    • Methods or formulas for the valuation of an ownership interest
    • Governance and management
    • Restrictions on transferability of ownership interests
    • Changes in tax laws
  • Corporate Documents
    • Articles of Organization/Incorporation/Charter
    • Amendments
    • Bylaws
    • Corporate resolutions/minutes
  • Client/Customer/Vendor Contracts and Agreements

Employment

  • Employee Handbook
  • Sexual harassment and discrimination policy and procedure
  • Social media and computer use policies
  • Employment Agreements
    • Compensation
    • Restrictive covenants
  • Employee vs. Independent Contractor

Real Estate

  • Commercial Lease
    • Term of lease
    • Options to renew
    • Office expansion
  • Office Space Sharing Agreements/Licenses

Successful practice management means maintaining the necessary and appropriate legal documents to protect and sustain the viability of your practice. Regular review of these documents will help you to anticipate and achieve changes in your practice, as part of both your strategic planning and your efforts to proactively address issues that arise as your practice evolves.

Andrew L. Schwartz is an attorney with Stein Sperling Bennett De Jong Driscoll PC, a Rockville, Maryland-based law firm with offices throughout the Washington, D.C., metropolitan area. Andrew handles matters related to corporate and business law, including commercial transactions and real estate matters. He also provides general corporate counseling and advice, entity structuring and formation; and services related to ownership, management and control; sale and transfer, and contracting. He gives speeches to groups of business owners on a variety of topics, such as business disputes, choice of business entity, including the use of limited liability companies, and practical and legal aspects of business succession planning.


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