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Ultimate guide to CPOM: corporate practice of medicine

Self-Study Guide: CPOM, Friendly PC Ownership, and MSO Structures for Physicians

1. Introduction to CPOM.
What is CPOM? The Corporate Practice of Medicine (CPOM) doctrine is a legal principle that prevents non-physician entities (like corporations) from practicing medicine or employing physicians. In practical terms, this means only licensed medical professionals (or professional companies owned by them) can receive payment for medical services and oversee clinical care. The primary purpose of CPOM laws is to ensure medical decisions remain driven by patient care rather than by corporate or profit motives. These laws protect the physician-patient relationship from commercial influence and safeguard a physician’s independent medical judgment HARRIS-SLIWOSKI.COM. In short, CPOM keeps control of clinical practice in the hands of licensed providers and not business owners.Why do CPOM laws exist? CPOM regulations originated from public policy concerns about the commercialization of healthcare. Lawmakers and medical boards feared that if corporations could freely own medical practices, they might pressure doctors to make cost-driven or profit-driven decisions. For example, a company’s obligation to its shareholders could conflict with a physician’s duty to patients HARRIS-SLIWOSKI.COM. By prohibiting lay entities from owning or controlling medical practices, CPOM laws aim to ensure that patient welfare stays paramount. These laws vary by state but generally require that medical practices be owned by physicians (or other licensed professionals) organized as professional entities (like a Professional Corporation or Professional LLC). In states with CPOM, a practice that isn’t properly physician-owned could be deemed an illegal practice of medicine, with contracts unenforceable and licenses at risk.State variations in CPOM enforcement: CPOM is state-specific. As of 2024, a majority of U.S. states (around 33) have some form of CPOM restriction in place
CONCIERGEMEDICINETODAY.ORG, but the strictness of these laws differs:Strict CPOM States: States such as California, New York, and Texas have robust CPOM doctrines that are actively enforced BMDLLC.COM. These states allow very few exceptions – typically only physician-owned professional entities can provide medical services. For instance, New York and Texas courts have struck down arrangements where a non-physician management company exerted too much control or took a share of medical fees, deeming them violations of CPOM. Washington State is another notably strict jurisdiction; recent cases in Washington even found that having an MSO perform more than minimal administrative tasks (like managing a medical practice’s bank account) can violate their CPOM rules HARRIS-SLIWOSKI.COM. In strict states, physicians must own and control the practice, and any management help from non-physicians must be carefully limited.Moderate or Flexible CPOM States: Many states have CPOM laws but with broader exceptions or more lenient interpretations. For example, Michigan requires physician-owned entities but permits the owner to be an out-of-state licensed physician BMDLLC.COM. Illinois and New Jersey have CPOM principles, but the process to set up a professional entity is straightforward and certain employment relationships (like hospital-employed physicians) are allowed. These states still require compliance (e.g. using professional corporations for medical services), but they may allow certain management arrangements or multi-disciplinary practices as long as licensed professionals remain in charge of clinical aspects.States with Little or No CPOM Restrictions: Some states do not have an explicit CPOM doctrine preventing corporate ownership of medical practices. Florida is one example where non-physicians may own a medical clinic; however, Florida imposes an alternate check – if a clinic isn’t physician-owned, it must obtain a Health Care Clinic license for regulatory oversight BMDLLC.COM. Alabama and Alaska also do not explicitly ban the corporate practice of medicine; they rely on general laws against unlicensed practice but otherwise allow lay ownership as long as licensed individuals perform the medical services PERMITHEALTH.COM. In these states, physicians have more flexibility to partner with business investors directly. Still, even in no-CPOM states, physicians must ensure that any arrangement doesn’t violate other laws (like anti-kickback statutes or fee-splitting rules).Takeaway: CPOM laws exist to keep clinical control in physicians’ hands. When expanding or partnering in different states, physicians must know each state’s stance. In a strict CPOM state, you’ll need physician-owned entities and careful structures; in more permissive states, you have more options for ownership but should still prioritize maintaining independent medical judgment. Always review the specific CPOM (or equivalent) rules for any state in which you plan to operate, as non-compliance can carry significant penalties.

2. Friendly PC Ownership.
What is a “Friendly PC” model? In CPOM states, physicians often use a Friendly Professional Corporation (PC) arrangement to work with business partners. A friendly PC is a professional corporation nominally owned by a licensed physician (to satisfy legal requirements) but that operates in close alignment with a management company or non-physician investors. The physician owner is “friendly” in that they agree to cooperate with the business’s goals. In practice, the business leadership or Management Services Organization (MSO) selects a physician to be the owner of the PC and can replace that owner if needed. Because the MSO can influence who the PC owner is, it maintains de facto control over the business side while the friendly physician handles the clinical ownership role PERMITHEALTH.COM. This model exists purely to comply with CPOM: it lets non-physicians participate in the economics of a medical practice without violating the letter of laws that require physicians to own medical entities.Role of the friendly PC in CPOM states: The friendly PC model is essentially a legal workaround. In states where a traditional corporation (owned by non-doctors) cannot employ physicians or bill for medical services, the friendly PC is the entity that actually hires the doctors and contracts with patients/payors. The friendly PC is owned by a physician (or group of physicians) as required by law, but that physician is contractually aligned with the MSO. All clinical services are rendered through the PC, keeping it compliant with law. The MSO and PC then sign agreements so that the PC’s day-to-day business operations are managed by the MSO. This allows, for example, a healthcare startup or a hospital system that is not physician-owned to indirectly run a clinic: the clinic is legally a physician’s practice (the PC), but the non-physician organization provides the support and receives fees through the MSO. In short, the friendly PC is the vehicle that holds the medical license and patient care responsibility, which then contracts with an MSO for everything else.Legal and operational responsibilities of a friendly PC owner: The friendly PC owner (the physician) carries significant responsibility, both legally and for compliance. Key duties of this owner include:Clinical Oversight: The physician owner must oversee medical services and ensure that patient care decisions are made by licensed practitioners, not by unlicensed business staff. They often serve as the medical director or supervising physician for the practice. For example, the friendly owner typically hires (or at least formally approves) the other clinicians and assures that those practitioners are properly licensed and meeting the standard of care.Compliance and Licensure: The owner is responsible for the PC’s adherence to state medical board regulations, CPOM laws, and other healthcare rules. This means ensuring the practice only provides services it’s licensed for and that it follows protocols for things like patient confidentiality, prescribing, and billing. The friendly physician must hold an active medical license in the state. In multi-state telehealth practices, companies sometimes find a single physician with multi-state licenses to be the friendly owner across several PCs PERMITHEALTH.COM. If multiple PCs are used (one per state), there might be multiple friendly physicians, each licensed in their respective state. The owner should maintain good standing (no disciplinary issues) because any sanction could jeopardize the entire practice’s legality.Corporate Duties: Legally, the physician is the shareholder (often 100% owner) of the PC and usually an officer/director of the corporation. They sign corporate documents, approve major decisions, and often have ultimate authority to make business decisions if those decisions impact the practice of medicine. In reality, many business decisions are delegated to the MSO by contract, but the physician should still understand what is happening because they are accountable if something violates medical practice laws. For instance, if the MSO wants to implement a new clinical protocol or hire a certain type of provider, the physician owner should be the one to formally authorize it from the PC side, after ensuring it’s medically appropriate.Maintaining Independence in Name: The friendly physician should not appear to be merely a figurehead. To regulators, they must truly be in charge of the practice’s medical aspects. This might mean actively participating in leadership meetings, reviewing quality of care, and having the ability to say “no” if the MSO’s directives conflict with medical ethics or law. Some arrangements have the physician owner on the MSO’s board or as a consultant to keep them involved on both sides, though this must be structured carefully.Risks and challenges for the physician (Friendly PC owner): Being a friendly PC owner comes with significant risks and compliance challenges that physicians should weigh carefully:Legal Liability: The physician is legally the owner of the practice, so if the practice does something improper (e.g. fraudulent billing or practicing without proper licensure), the physician could face liability or disciplinary action. State medical boards can sanction the physician for aiding the unlicensed practice of medicine if the arrangement is deemed a sham. In worst-case scenarios, the physician could lose their medical license for failing to uphold their responsibilities as the owner. They could also be named in lawsuits (for malpractice or business disputes) since they are the official owner of the clinic.Compliance Complexity: The friendly model requires strict compliance with CPOM rules. If the MSO oversteps (exerts too much control or takes an excessive fee), the physician owner may be seen as violating the law. For example, New York cases have penalized physicians whose PCs were “fraudulently incorporated” – meaning a non-physician was really calling the shots while the doctor was an absentee owner LAW.JUSTIA.COM. In such cases, not only might the physician face discipline, but contracts can be voided and even payments from insurers can be denied (insurers in NY successfully refused to pay a medical PC that was found to be improperly controlled by non-doctors). The physician must ensure that, day-to-day, the practice operates as a physician-directed practice, even if many tasks are outsourced.Financial and Ethical Risk: Often the friendly physician is paid a stipend or fee by the MSO for their role. There is a risk that this could be seen as an inducement for them to “lend” their license, especially if the fee is very high relative to their actual work. It must be structured as payment for legitimate services (e.g. medical director duties). Additionally, if the practice runs into financial trouble, the physician might be personally on the hook for certain obligations. For instance, if taxes are owed or payroll needs to be met, the physician as the owner may bear responsibility, even if the MSO has agreed to handle finances. It’s important that any indemnification or support from the MSO is clearly spelled out to protect the physician.Being Replaced: By design, a friendly PC owner can typically be replaced (the MSO will have contractual rights to facilitate a transfer of ownership to another physician if needed). This means the physician technically doesn’t have final say in remaining the owner. If they develop disagreements with the MSO or try to exert independent control in ways the MSO doesn’t like, they could find themselves removed through a buy-sell agreement or “continuity agreement.” While this is often handled amicably (it’s usually for cases like the physician leaving or losing their license), it’s a vulnerability – the physician is an owner but not in the way an independent business owner would be, since they’ve pre-signed agreements to sell or transfer their shares under certain conditions. Physicians should go in with eyes open that they are stewarding the practice rather than building their own permanent business.Consequences of CPOM Violations: Both the physician and the MSO face steep penalties if the model doesn’t comply with the law. Breaching CPOM laws can lead to fines, criminal charges, or license revocation. Contracts that violate CPOM (e.g. an agreement giving a non-doctor control of a practice) may be rendered void and unenforceable by courts. In some instances, regulators can even unwind transactions. Malpractice insurance might not cover incidents that occur in an illegally structured practice, adding personal risk to the physician. And as noted, payors (insurance, Medicare) could refuse payment or demand refunds if they determine the practice was “fraudulently organized.”
PERMITHEALTH.COM
In essence, a friendly PC owner must constantly guard against crossing the line – it’s a role that demands vigilance and good legal counsel to avoid disastrous outcomes.Despite these challenges, many physicians serve successfully as friendly PC owners, often in exchange for a stipend and the opportunity to be part of an innovative healthcare venture. The key is understanding the responsibilities and staying on top of compliance. If you are approached to be a friendly PC owner, assess the risk carefully and ensure you have legal advice to negotiate the terms in a way that protects your license and interests.

3. PC-MSO Structures.
When operating under a friendly PC model, typically a two-entity structure is used: the Professional Corporation (PC) (the medical practice owned by physicians) and a Management Services Organization (MSO) (the entity providing business services, often owned by non-physicians or a parent company). Understanding how the PC-MSO structure works is critical for physician-executives. This section explains the MSO’s purpose and outlines various ways to set up the relationship between a PC and an MSO, including service scope and financial models.What is an MSO and why use one? A Management Services Organization (MSO) is a company that provides non-clinical administrative services to a professional practice. The MSO handles the business side of medicine so that physicians can focus on patient care. Common services offered by an MSO include: office space and facilities management, staffing and human resources, billing and revenue cycle management, scheduling and call-center operations, supply procurement, IT support (e.g. electronic health records systems), marketing, and regulatory compliance support ASSETS.CTFASSETS.NET. The MSO enters into a contract with the PC called a Management Services Agreement (MSA). Under the MSA, the MSO is obligated to provide specified services, and the PC in return pays the MSO a fee for those services.

Purpose: The MSO exists to legally separate clinical responsibilities from business operations. This separation is often required in CPOM states – since the MSO is not providing medical care, it can be owned by anyone (investors, a hospital system, etc.), while the PC that actually provides care is owned by physicians. By outsourcing all the business functions to the MSO, the practice can benefit from professional management, economies of scale, and external capital. Meanwhile, compliance is maintained because the MSO does not practice medicine; it just supports the physicians who do. In summary, the MSO-PC model lets you have a thriving medical practice with outside management and funding, without violating laws that restrict who can own a medical practice.
Full-service MSO vs. Limited-service MSO: Not all MSOs are the same – some offer comprehensive services to a practice, while others might handle only a few tasks.
A full-service MSO provides a wide range of management services, essentially handling all non-clinical aspects of the practice. In a full-service arrangement, the MSO might supply and manage the clinic’s staff (receptionists, billing personnel, medical assistants), run the billing department, manage finances and accounting, maintain the IT infrastructure and medical records system, handle compliance and legal tasks, manage the facility and equipment, and even take charge of strategic planning and expansion. The idea is that the PC (physician practice) can be relatively “hands-off” about business operations – the doctors diagnose and treat patients, and the MSO does everything else. This model is common when a practice is acquired by an investor or when physicians partner with a company to scale up a network of clinics. It’s ideal for larger practices or multi-site organizations that benefit from professional management. Example: A multi-specialty clinic group might use a full-service MSO so that all its clinics have unified scheduling systems, HR policies, marketing campaigns, etc., handled by one central team.
A limited-service MSO provides a narrower set of services, targeting specific needs. For instance, a practice could engage an MSO just to manage billing and collections, or only to handle marketing and advertising, while the practice owners manage the rest of the operations in-house. Physicians might choose a limited-service MSO if they only need help in certain areas or want to retain more direct control over other management functions. This approach can also reduce the management fee costs, since the MSO is doing less. Example: A small physician-owned practice might outsource its insurance billing to an MSO (or billing company) to take advantage of specialized expertise and better economies of scale in collections, but the physicians continue to handle hiring of clinical staff and day-to-day office management themselves. Limited-service MSOs are essentially à la carte – the practice mixes and matches what it outsources. One benefit is the physician owners stay more involved in operations (which may aid compliance in strict CPOM states like Washington, where the MSO must be quite limited harris-sliwoski.com). The downside is the practice won’t get the full relief and professionalization that a full-service MSO offers.
There is no hard rule dividing “full” vs “limited” service MSOs – it’s a spectrum defined by the management agreement. As a physician executive, when evaluating an MSO, clarify the scope of services: are they taking over everything non-clinical (full turnkey management), or just specific functions? Ensure this aligns with both your needs and your state’s legal allowances.
Equity-based vs. Non-equity MSO models: MSO arrangements can also differ in ownership and financial alignment. This speaks to who owns the MSO (and possibly shares in profits) versus who owns the PC, and how money flows beyond simple fees.
Equity-Based MSO Structure: In an equity-based model, the MSO (or its parent company) and the physician owners have a shared financial stake in the enterprise’s success. Often this occurs when outside investors or private equity are involved. Because non-physicians cannot own the PC, the investment is structured via the MSO. For example, in a common private equity scenario, the investors purchase all the non-clinical assets of a practice (equipment, trademarks, administrative infrastructure) and form an MSO to house those assets and services. The physician group then continues seeing patients via a newly formed PC. The physicians receive cash for selling their practice’s assets and often also get “rollover equity” – a partial ownership stake in the MSO or its holding company foley.com. They remain owners (and employees) of the PC for legal compliance, but economically they now share in the MSO’s profits along with the investors. The MSO’s profit comes from the management fees paid by the PC, which essentially represent the practice’s earnings. Thus, the investors realize returns through the MSO’s revenues. In summary, equity-based models tie the MSO’s compensation to the performance of the practice more directly. Non-physician stakeholders hold equity in the MSO, and physicians might hold equity on both sides (PC ownership 100% for legality, and some ownership or profit rights in the MSO to align incentives). This model is popular for large transactions because it allows significant outside capital infusion and gives non-physician backers a piece of the upside in practice growth. Compliance note: Even though investors don’t own the clinical entity, equity arrangements must still avoid giving them control over medical decisions. Typically, equity agreements are accompanied by governance structures that clearly separate clinical decision-making (physician-controlled) from business decision-making (MSO-controlled).
Non-Equity (Pure Service) MSO Structure: In a non-equity model, the MSO is simply a service provider to the PC and does not confer ownership interest to investors in the practice’s profits beyond the agreed fees. This could be the case when an MSO is entirely physician-owned (for instance, a group of physicians create an MSO to manage their own clinics), or when a third-party company is contracted just to provide management for a fixed fee. In a pure service model, the physician owners of the PC retain all profits of the practice (after paying the MSO its fee), and the MSO’s owners only make money from the fees themselves. Non-equity models are common in situations like: a hospital-owned MSO that manages independent physician practices (the hospital isn’t trying to take equity in the practice, just earning a fee), or a vendor company that provides management for many practices without investing capital in them. For physicians, a non-equity MSO can feel more straightforward – you pay for services, and you keep the residual profits. It may also pose fewer regulatory questions around fee splitting or inducements, since a flat fee for services is a standard business arrangement. However, outside companies might be less interested in a pure fee-for-service arrangement if the upside is limited, which is why many growth-oriented ventures lean toward equity models.
In practice, many MSO-PC arrangements blend these concepts. For instance, an MSO might charge a base management fee (service model) and the physician-owners might have a profit-sharing bonus or stock options in the MSO’s parent company (equity alignment). The key for compliance is that any equity or profit-sharing is structured in a way that compensates for the business assets and services, not for referrals or volume of patients, to avoid anti-kickback issues. Always ensure the legal team blesses any equity-sharing setup in a CPOM context, as some states scrutinize arrangements that look like the MSO “owns” part of the PC’s profits.
Financial transactions between the PC and MSO: The PC-MSO relationship involves various financial flows. Understanding these is crucial so that physicians can ensure they are fair, legal, and sustainable.
Management Fees: This is the core payment mechanism. The PC pays the MSO a management fee in exchange for the services and resources the MSO provides. Management fees can be structured in different ways:
Flat Fee: A fixed monthly or annual fee (e.g. $50,000 per month) regardless of the practice’s revenue. This simplicity can help avoid the impression of fee-splitting and is often recommended for compliance. However, it needs to be set at a fair amount that both covers the MSO’s costs and is affordable for the PC.
Percentage of Revenue: A fee calculated as a percentage of the PC’s collections (for example, management fee = 30% of monthly gross revenue). This aligns the MSO’s income with the practice size, but it can raise red flags under some CPOM or anti-fee-splitting laws. In some jurisdictions, a percentage-based fee is outright prohibited or discouraged because it looks like the MSO is taking a share of medical fees bmdllc.com. Other states allow it if the percentage reflects the fair market value of services provided. California, for instance, permits percentage-of-gross-revenue arrangements only if the fee represents the fair market value of the provided management services (this is a specific exception in CA’s law) harris-sliwoski.com.
Cost-Plus: The MSO charges the actual costs it incurs in running the practice (salaries, rent, supplies, etc.) plus a set markup or administrative charge (e.g. 10% above costs). This ensures the MSO covers its expenses and makes a margin, and it can be justified as paying for actual services rendered. Some arrangements use a cost-plus model with a cap or floor to ensure stability.
Fair Market Value (FMV): Whichever method is used, the management fee must be set at fair market value for the services provided withum.com. This means the fee should roughly equal what an independent practice would pay a third party for those same services in an arm’s-length transaction. If the fee is excessively high (so that the MSO is siphoning off all profits), regulators may view it as a sham to give non-physicians the benefits of ownership. It’s common to get a third-party valuation analysis to substantiate that the fee is reasonable
bmdllc.com. Additionally, some best practices include setting the fee in advance and not changing it too frequently (for example, not more than once a year) bmdllc.com. This avoids the appearance that the fee is being adjusted based on the practice’s profitability month-to-month.
The MSO typically invoices the PC for the management fee on a regular schedule (monthly or quarterly), and the PC pays from its practice revenue. It’s important that actual payment occurs. If the PC just accrues a debt to the MSO but never pays, it can cause tax problems (the IRS could disallow the expense deduction if it’s not actually paid out) withum.com. So, part of good governance is ensuring the PC’s bank account pays the MSO’s fee as agreed.
Revenue Sharing Models: Besides fixed fees, some PC-MSO structures effectively share the revenue or profits of the practice between the physician owners and the MSO. A pure revenue-sharing model might not even label the payment as a “fee” but rather as “all revenues after expenses” go to the MSO (this is seen in some venture-backed models where the MSO essentially keeps the profits and the physician gets a fixed salary). While this aligns financial incentives, it can be legally sensitive. Regulators might consider it impermissible fee-splitting if not carefully structured, since the MSO’s income varies directly with medical fees. For example, Texas authorities have indicated that certain profit-sharing arrangements in an MSO contract can violate CPOM if they effectively give the MSO a cut of the practice’s earnings harris-sliwoski.com.
However, revenue-sharing can be done in compliant ways. One approach is to combine it with the equity model – the physicians get a salary from the PC and then dividends from the MSO if profits are high, which is an equity return rather than a service fee. Another approach is using performance-based bonuses: the MSO might charge a base fee plus a bonus if certain operational targets are met (patient satisfaction, growth metrics). Again, any such bonuses should correspond to the value of achieved outcomes, not simply the volume of patients seen, to avoid looking like payment for referrals or services. If you consider a revenue-sharing model, ensure it’s explicitly allowed in your state and grounded in fair market value exchange. In summary, revenue-sharing models are higher risk under CPOM law but can be utilized with proper legal structuring (and often only in states with more flexible rules). Always consult legal counsel before agreeing to a percentage or profit-based management payment.
Risk-Sharing Agreements: In some arrangements, the MSO and PC agree to share certain financial risks or burdens of running the practice. One common scenario is the MSO providing a working capital loan or guarantee to the PC. For instance, the MSO might advance funds to the PC to cover expenses (like payroll or rent) during the early months if the practice’s revenue is still ramping up. The agreement would specify how and when the PC will repay this advance, perhaps from future revenues. In essence, the MSO is taking on risk (if the practice fails, the MSO might not get fully repaid). From the MSO’s perspective, this is an investment to help the practice grow; from the physician’s perspective, it provides financial stability (like ensuring physician salaries are paid on time even in lean months) hklaw.com.
Another form of risk-sharing is when the MSO’s fee is adjusted based on profitability thresholds – for example, “if the practice’s earnings are below $X, the MSO will reduce or defer part of its fee; if earnings are above $Y, the MSO gets an additional incentive payment.” Such clauses effectively make the MSO a partner in both the downside and upside. While this can motivate the MSO to improve practice performance, it must be structured carefully. Any deferred fees could be seen as loans from the MSO to the PC, which are generally acceptable, but if the MSO’s extra incentive on the upside is too high, it loops back to the revenue-sharing concern.
In states like California, risk-sharing often occurs through aggressive MSO support paired with strict FMV payment clauses. For example, an MSO might cover all operational costs (taking on the risk of loss) and simply charge the PC a fee equal to a high percentage of revenue, capped at the MSO’s actual costs plus a margin. If revenues dip, the MSO eats the loss; if revenues are strong, the MSO still cannot take more than the fair value cap. These kinds of agreements require solid accounting and clear legal documentation (often termed “cost plus” or contingent fees).
Key point: Risk-sharing can benefit both parties and help align interests, but any arrangement where the MSO is essentially “insuring” the practice or taking over financial responsibility should be reviewed for compliance. The MSO should not guarantee profits to the physician (that could be seen as an inducement to refer or join) and the physician should not promise a portion of profits beyond the management fee without legal vetting. When done right, risk-sharing provisions can provide stability (e.g. ensuring continuous operation of the clinic even if a physician owner dies or is incapacitated, the MSO might step in financially and operationally until a new owner is in place – often outlined in a continuity agreement). These agreements should always include contingency plans that honor CPOM (for instance, if a physician owner exits, the plan might involve quickly selling the PC to another licensed physician approved by both parties, rather than the MSO taking over directly, which would be illegal).

In summary, the financial relationship between a PC and an MSO is defined by the Management Services Agreement. As a physician executive, you should:
Ensure the management fee structure is legal in your state and reflects fair value.
Be cautious with any revenue or profit-sharing terms – know your state’s stance and have those terms clearly justified.
Understand any loans or guarantees: how will they be repaid, and what happens if re

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More resources about CPOM and friendly physician PC owners

Learn more about friendly physician PC owners and CPOM from these resources:

• Nixon Gwilt: How to Build Your Multi-Jurisdictional Telemedicine Company in the US; A Crash Course on the MSO Friendly PC Model

• Nixon Gwilt: Digital Health Companies: How to choose a business model to bring your consumer-centric care to the market

• Nossaman: Don’t Forget the “PC” in the “Friendly PC” Model

• Foley: Buying, Selling, and Investing in Telehealth Companies: Navigating Structural and Compliance Issues