Restructuring Medical and Med Spa MSOs After the CPOM Crackdown: Compliance and Deal Execution

Paul Deeringer, Partner | Hooper, Lundy & Bookman, P.C.

Paul Deeringer is a Partner in the Business Department at Hooper, Lundy & Bookman, the nation’s largest law firm dedicated exclusively to health care.  Paul rejoined HLB after nearly 14 years in senior leadership at John Muir Health, a $2.6 billion California integrated health system, most recently as SVP and Chief Strategy Officer.  That dual background as both outside counsel and health system executive gives him firsthand insight into how corporate practice of medicine rules play out in practice – from structuring friendly PC medical group arrangements to negotiating professional services agreements and leading physician alignment transactions.  His practice today spans business transactions, hospital-physician integration, and fraud and abuse counselling and advising, with particular focus on California’s CPOM framework and the operational realities of building MSO-friendly structures that hold up to regulatory scrutiny.  He holds a J.D. from Georgetown University Law Center and an A.B. from Princeton University.

• Education & Credentials

He earned his J.D. cum laude from Georgetown University Law Center in 2006, with an emphasis in health care law and economics, and an A.B. with highest honors from Princeton University in 2001. He has been admitted to practice in California since 2008 and holds California Bar No. 256623.

• Recognition & Leadership

His leadership record runs through the operating side of health care as much as the legal one: he spent nearly 14 years in senior leadership at John Muir Health, a $2.6 billion California integrated health system, rising to Senior Vice President and Chief Strategy Officer before rejoining Hooper, Lundy & Bookman as a Partner in 2026. His return to the firm and his perspective on health system strategy were covered in Law360 Pulse in 2026.

• Professional Involvement

He is a member of the American Bar Association and its Health Law Section, and practices out of the firm’s San Francisco office.

• Experience

His practice covers business transactions, hospital-physician integration, mergers and acquisitions, financing, digital health, value-based arrangements, and fraud and abuse, Stark, and Anti-Kickback counseling. He advises hospitals and health systems, physicians and medical groups, ambulatory surgery centers, and provider-owned managed care organizations and ACOs. At John Muir Health his portfolio included strategy, physician alignment, partnerships and joint ventures, growth initiatives, and financial planning across a multi-hospital and ambulatory network — the vantage point from which he now counsels clients on California’s CPOM framework and on MSO-friendly structures built to survive regulatory scrutiny.

Patrick T. Zanayed, Partner | McDermott Will & Schulte LLP

Patrick Zanayed represents private equity funds, digital health companies, strategic investors, ambulatory surgery centers, behavioral health facilities, senior care facilities, physician practices, and dental practices in a variety of transactional and regulatory matters. He also has deep experience advising on pharma services, clinical research, and health technology transactions.

Patrick has assisted clients in connection with numerous transactions, including mergers, acquisitions, dissolutions, and management and professional service arrangements, as well as the creation of multi-state physician practice management and telehealth structures. He also regularly advises clients with respect to corporate practice of medicine laws, state and federal telehealth laws, pharmacy laws, the fraud and abuse laws including the AntiKickback Statute, Beneficiary Inducements Civil Monetary Penalty Law, the Stark law and other federal and state legal, regulatory and business issues affecting healthcare providers and facilities.

• Education & Credentials

He earned his J.D. from the University of Illinois College of Law in 2014 and has been admitted to practice in Illinois since that year, holding Illinois ARDC No. 6317171. He practices in Arabic and English.

• Recognition & Leadership

He has been recognized in Best Lawyers: Ones to Watch in America for Health Care Law every year since 2022, including the 2026 edition, and was selected to Illinois Super Lawyers Rising Stars from 2022 through 2024. He was elevated to the partnership at McDermott and practices from the firm’s Chicago office.

• Professional Involvement

He writes regularly on health regulatory developments for McDermott’s health law and employee benefits blogs, with commentary syndicated by the National Law Review. Recent pieces include “Medicare Telehealth Flexibilities Expire — Immediate Impacts and Next Steps” (2025), “Pending Oregon Law Undermines Traditional Physician Practice Structure” (2024), “Pending California Law Undermines Growth of Digital Health Companies and Patient Access to Virtual Care” (2024). He is also a recurring contributor to the firm’s “Trending in Telehealth” series.

• Experience

His transactional work spans mergers, acquisitions, dissolutions, and management and professional service arrangements, including the buildout of multi-state physician practice management and telehealth structures for private equity funds, strategic investors, and digital health companies. On the regulatory side he counsels ambulatory surgery centers, behavioral health and senior care facilities, physician practices, and dental practices on corporate practice of medicine laws, state and federal telehealth laws, pharmacy laws, and the fraud and abuse laws, including the Anti-Kickback Statute, the Beneficiary Inducements Civil Monetary Penalty Law, and the Stark law. He also advises on pharma services, clinical research, and health technology transactions.

SESSION 1 – Restructuring Friendly-PC and Management Agreements to Survive CPOM Enforcement | 12:00pm – 1:00pm

This session examines the accelerating state-level enforcement wave targeting Corporate Practice of Medicine violations in MSO-PC structures, with California’s 2026 AG settlements, the pending Art Center Holdings appeal, and new legislation in Oregon and beyond as the organizing framework. Attorneys will learn which specific contract provisions in continuity agreements, management agreements, and governance documents now create per se enforcement risk and how to restructure them. Attendees will leave with actionable criteria for auditing existing MSO agreements, redrafting replacement rights and clinical-control provisions, and counseling clients through pending compliance deadlines in jurisdictions operating on staggered timelines.

BREAK | 1:00pm – 1:10pm

SESSION 2 – Closing Physician-Practice and Med Spa Deals Under State Transaction-Review Laws | 1:10pm – 2:10pm

This session covers the mechanics of closing physician-practice and med spa acquisitions under the wave of state transaction-review laws enacted in 2024–2025, with a state-by-state analysis of notice periods, approval authority, and filing obligations. Attorneys will learn how to map a target’s multi-state footprint against overlapping regulatory regimes, sequence deal timelines to account for staggered notice windows, and diligence MSO/friendly-PC structures for post-closing viability. Attendees will leave with a practical framework for identifying filing triggers, distinguishing notice-only from substantive-approval states, and avoiding the most common compliance failures that derail healthcare transactions.