Physician vs. MSO Disputes: Navigating the Unwinding of the Friendly PC Relationship in the Midst of the CPOM Crackdown

Rachel V. Rose, JD, MBA, Principal | Rachel V. Rose – Attorney at Law, PLLC

Rachel V. Rose, JD, MBA is the principal of Rachel V. Rose – Attorney at Law, PLLC in Houston, Texas. Her practice includes compliance, transactional, and litigation matters primarily related to healthcare, the False Claims Act, cybersecurity, securities, and Dodd-Frank. She publishes and presents extensively on healthcare and False Claims Act subjects, including qui tam actions, physician reimbursement, access to care, and the Anti-Kickback and Stark laws, and her matters include the first False Claims Act settlement under the U.S. Department of Justice’s Civil Cyber Fraud Initiative.

• Education & Credentials

Ms. Rose earned her Doctorate of Jurisprudence from Stetson University College of Law, where she served as an editor of The Journal of International Law and Aging, a Master of Business Administration from Vanderbilt University, and a Bachelor of Arts in History from The Pennsylvania State University. She also completed an Executive Education Certification in the Program on Negotiation and Leadership at Harvard Law School. She is licensed in Texas and admitted to practice before the Supreme Court of the United States, the D.C. Circuit and Fifth Circuit Courts of Appeals, and multiple federal district courts.

• Recognition & Leadership

Ms. Rose is a Fellow of both the Federal Bar Association and the American Bar Association and was the first woman to chair the Federal Bar Association’s Government Relations Committee. After serving a two-year term on the Federal Bar Association’s Board of Directors, she was elected in September 2024 to a six-year term on the Board of the Foundation of the Federal Bar Association. Her honors include the Texas Bar College (2018-2025), the National Trial Lawyers Top 100 (2019-2024), the National Women Trial Lawyers Association Top 25 (2018-2024), the National Association of Distinguished Counsel Nation’s Top One Percent (2022-2025), SuperLawyers (2023-2025), Houstonia Magazine’s Top Lawyers in Healthcare Law (2018-2019), and recognition by 1st Healthcare Compliance as its Presenter of the Year for 2022.

• Professional Involvement

Ms. Rose is an Affiliated Member of the Baylor College of Medicine’s Center for Health Policy and Medical Ethics, where she teaches bioethics. She co-authored the American Bar Association’s books The ABCs of ACOs and What Are International HIPAA Considerations? and is a co-editor of the American Health Lawyers Association’s Enterprise Risk Management Handbook (2nd Edition).

• Experience

Ms. Rose’s litigation, compliance, and transactional work concentrates on healthcare, the False Claims Act, and Dodd-Frank, and her presentations and publications address qui tam litigation, physician reimbursement, the Anti-Kickback and Stark laws, and U.S. Supreme Court cases affecting the medical
device industry. Before opening her firm, she was Director of Business Development and Assistant General Counsel for a healthcare advisory company. Her earlier career includes work on Wall Street and at one of the Big Four consulting firms, producing for the Chairman of the Reform and Oversight Committee on Capitol Hill, interning at the U.S. Department of Health and Human Services, compiling policy papers at the Royal College of Nursing in London, consultative work in the pharmaceutical and medical device industry, and clerking for the Honorable Linda R. Allan of Florida’s Sixth Judicial Circuit.

Shalyn S. Watkins, Senior Counsel | Holland & Knight LLP

Shalyn S. Watkins is a healthcare attorney in Holland & Knight’s Newport Beach and Los Angeles offices, and her practice areas include the corporate practice of medicine, healthcare regulatory compliance, healthcare transactions, and behavioral health. She represents a range of healthcare clients, including individual providers and provider practices, behavioral health practices, concierge medical clinics, telemedicine companies, insurers and health plans, and management services organizations, and her experience covers contract disputes, transaction due diligence and structuring, and regulatory enforcement actions.

• Education & Credentials

Ms. Watkins earned her J.D. with a Certificate in Governmental Affairs from The University of Alabama School of Law, an M.A. in Health Studies, summa cum laude, from The University of Alabama Graduate School, and a B.A. in English, summa cum laude, from Stillman College, where she graduated as valedictorian and served as president of the Student Government Association. She is admitted to practice in Alabama, California, New York, Ohio, and Texas, and before the U.S. Supreme Court and multiple federal district courts. In law school, she served as editor-in-chief of the Alabama Civil Rights and Civil Liberties Law Review and competed on the Bryant National Health Care Transactional Moot Court Team.

• Recognition & Leadership

Ms. Watkins is recognized in The Best Lawyers in America guide, Ones to Watch, for Los Angeles Commercial Litigation and Health Care Law (2026, 2027) and in the Chambers USA guide for Healthcare, Associates to Watch (2025, 2026). She has been named among the Orange County Business Journal’s Leaders of Influence: Women in Law (2026) and The National Black Lawyers’ Top 40 Under 40 in California (2023-2026), and she was selected for the Leadership Council on Legal Diversity Pathfinder Program (2023).

• Professional Involvement

Ms. Watkins’ podcast appearances include What Healthcare Investors Should Learn from California’s CPOM Actions and Inside Telehealth’s Growth, Regulation and Access. She serves as Vice Chair of Education for the American Health Lawyers Association’s Behavioral Health Practice Group (2025-present) and previously held the same role for its Health Care Liability and Litigation Practice Group (2022-2025).

• Experience

Ms. Watkins’ experience includes the corporate practice of medicine, contract disputes, Medicare and Medicaid/Medi-Cal enrollment and reimbursement issues, licensure and credentialing disputes, transaction due diligence and structuring, and the Stark Law and federal Anti-Kickback Statute. Before joining Holland & Knight, she was an attorney at an international law firm and served as senior legal counsel for a global healthcare technology company, advising its Health Solutions and Pharmacy Solutions subsidiaries on regulatory compliance obligations. She also served as Assistant Regional Counsel for the U.S. Department of Health and Human Services, representing the Centers for Medicare & Medicaid Services and other agencies, and was appointed a Special Assistant United States Attorney for Medicare reimbursement appeals. She began her legal career as an assistant attorney general for Ohio in its Health and Human Services Section, representing state agencies and professional boards in enforcement actions and litigation.

SESSION 1 – Litigating Corporate Practice of Medicine Claims Against Management Services Organizations | 12:00pm – 1:00pm

This session examines the current litigation landscape for Corporate Practice of Medicine (CPOM) claims brought by physicians or whistleblowers through the False Claims Act against Management Services Organizations (MSOs), covering the shift from dormant doctrine to active enforcement across California, Texas, Oregon, and New York. Attorneys will learn the core litigation theories—including void ab initio MSA challenges, billing and coding control claims, captive PC structures, and receivership remedies—alongside the statutory frameworks created by California SB 351, AB 1415, Texas HB 3007, and Oregon HB 3410 that now define the boundaries of permissible MSO conduct. Texas HB 3007 expanded the Texas Medical Board’s enforcement authority, codified prohibitions on lay control over clinical decisions, and created new civil penalties for violations — providing physicians with additional statutory grounds for challenging noncompliant MSO arrangements. Attendees will leave with a working command of the evidentiary targets in MSO agreements, the collateral consequences of CPOM violations, and the state-by-state tactical considerations that determine how and where to file.

BREAK | 1:00pm – 1:10pm

SESSION 2 – Negotiating the Friendly Physician’s Exit: Leveraging CPOM Enforcement to Unwind MSO Arrangements | 1:10pm – 2:10pm

This session equips counsel with a concrete negotiation framework for exiting noncompliant MSO arrangements in the current CPOM enforcement environment. Drawing on California’s SB 351, the Carbon Health AG settlement, Texas HB 3007’s enhanced enforcement mechanisms and civil penalty structure, Oregon’s retroactive restrictive covenant nullification under HB 3410, and the pending Art Center Holdings appeal, the session identifies the specific contractual pressure points — continuity agreements, variable management fees, and professional asset ownership — that determine leverage at the negotiating table. The Texas framework is particularly significant because HB 3007 provides for administrative penalties and disciplinary action against both unlicensed entities exercising control over medical practices and physicians who knowingly participate in noncompliant arrangements, creating dual-track pressure that can accelerate exit negotiations. Attorneys leave with a state-specific toolkit for asserting void-contract arguments, reclaiming professional assets, and deploying regulatory complaint threats as genuine negotiating leverage.