• Member Statistics

    • 864,274 Colleagues-to-Date [Sponsored by a generous R&D grant from iMBA, Inc.]
  • ME-P Information & Content Channels

  • ME-P Archives Silo [2006 – 2021]

  • Ann Miller RN MHA [Managing Editor]

    USNews.com, Reuters.com,
    News Alloy.com,
    and Congress.org

    Comprehensive Financial Planning Strategies for Doctors and Advisors: Best Practices from Leading Consultants and Certified Medical Planners(TM)

    Product Details

    Product Details

    Product Details


    New "Self-Directed" Study Option SinceJanuary 1, 2020
  • Most Recent ME-Ps

  • PodiatryPrep.org

    Lower Extremity Trauma
    [Click on Image to Enlarge]

  • ME-P Free Advertising Consultation

    The “Medical Executive-Post” is about connecting doctors, health care executives and modern consulting advisors. It’s about free-enterprise, business, practice, policy, personal financial planning and wealth building capitalism. We have an attitude that’s independent, outspoken, intelligent and so Next-Gen; often edgy, usually controversial. And, our consultants “got fly”, just like U. Read it! Write it! Post it! “Medical Executive-Post”. Call or email us for your FREE advertising and sales consultation TODAY [770.448.0769]

    Product Details

    Product Details

  • Medical & Surgical e-Consent Forms

  • iMBA R&D Services

    Commission a Subject Matter Expert Report [$2500-$9999]January 1, 2020
    Medical Clinic Valuations * Endowment Fund Management * Health Capital Formation * Investment Policy Statement Analysis * Provider Contracting & Negotiations * Marketplace Competition * Revenue Cycle Enhancements; and more! HEALTHCARE FINANCIAL INDUSTRIAL COMPLEX
  • iMBA Inc., OFFICES

    Suite #5901 Wilbanks Drive, Norcross, Georgia, 30092 USA [1.770.448.0769]. Our location is real and we are now virtually enabled to assist new long distance clients and out-of-town colleagues.

  • ME-P Publishing


    If you want the opportunity to work with leading health care industry insiders, innovators and watchers, the “ME-P” may be right for you? We are unbiased and operate at the nexus of theoretical and applied R&D. Collaborate with us and you’ll put your brand in front of a smart & tightly focused demographic; one at the forefront of our emerging healthcare free marketplace of informed and professional “movers and shakers.” Our Ad Rate Card is available upon request [770-448-0769].

  • Reader Comments, Quips, Opinions, News & Updates

  • Start-Up Advice for Businesses, DRs and Entrepreneurs

    ImageProxy “Providing Management, Financial and Business Solutions for Modernity”
  • Up-Trending ME-Ps

  • Capitalism and Free Enterprise Advocacy

    Whether you’re a mature CXO, physician or start-up entrepreneur in need of management, financial, HR or business planning information on free markets and competition, the "Medical Executive-Post” is the online place to meet for Capitalism 2.0 collaboration. Support our online development, and advance our onground research initiatives in free market economics, as we seek to showcase the brightest Next-Gen minds. THE ME-P DISCLAIMER: Posts, comments and opinions do not necessarily represent iMBA, Inc., but become our property after submission. Copyright © 2006 to-date. iMBA, Inc allows colleges, universities, medical and financial professionals and related clinics, hospitals and non-profit healthcare organizations to distribute our proprietary essays, photos, videos, audios and other documents; etc. However, please review copyright and usage information for each individual asset before submission to us, and/or placement on your publication or web site. Attestation references, citations and/or back-links are required. All other assets are property of the individual copyright holder.
  • OIG Fraud Warnings

    Beware of health insurance marketplace scams OIG's Most Wanted Fugitives at oig.hhs.gov

Majority-Minority Relationships in Practice Appraisals

Disparate Principles Affect Medical Practice Worth

Dr. David Edward Marcinko; MBA, CMP™


Did you know that majority shareholder-doctors in a medical practice have a fiduciary obligation to minority shareholders-doctors?

Actions Scrutinized

Yes, it’s true. In fact a minority medical practice owner is entitled to scrutinize every action made by the majority owner. In particular, majority shareholders have fiduciary obligations to minority shareholders. The majority owner physician cannot favor his or her best interests over the best interests of either the business or the minority shareholders. Often, however, the majority’s actions are supported by the business judgment rule.

Business Judgment Rule

Under the business judgment rule, the majority’s good faith decisions regarding management or governance of the practice business-entity are presumed to be valid. However, acts of self-dealing and self-preference shift the burden of proof concerning the fairness of certain decisions back to the majority shareholders. Disagreements often arise when the majority decides to sell all of the practice’s business’s assets.

Sale of Assets

In a sale of assets, the only recourse of the minority shareholder physician may be to exercise dissenter’s rights concerning the fairness of the purchase price. The minority usually cannot block such a transaction. However, if the minority owns more than 10%, some states can make it difficult for the majority to squeeze out the minority.

In most cases, the minority will be unsuccessful in getting a higher price if they are squeezed out unless the majority is receiving special additional payments (non-competition agreements or medical consulting clauses).

If the minority cannot be squeezed out, they can block any sale (20% ownership may be sufficient to block a sale).

Minority owners may attempt to expand their rights to participate in the affairs of a practice in a manner disproportionate to the ownership rights.

Purchase of Additional Shares

If the majority shareholder buys additional shares when capital is needed, the minority will be diluted. In this case, the minority may challenge the purchase price or seek to have a bank loan expanded, for example.


Salaries and bonuses are also subject to fiduciary obligations. Disagreement can arise if minority shareholders believe compensation for their services (as opposed to share ownership) is too low.


Although some young doctors are not even aware of majority-minority shareholder disparities, other areas of dispute include new practice opportunities and retaining and compensating key employees. In addition, expansion through acquisition is often a disputed subject.


Your comments are appreciated as either a mature [majority shareholder], or emerging new [minority shareholder] physician. And, please be sure to tell us about your experiences, good or bad.

Speaker: If you need a moderator or speaker for an upcoming event, Dr. David E. Marcinko; MBA – Publisher-in-Chief of the Executive-Post – is available for seminar or speaking engagements. Contact: MarcinkoAdvisors@msn.com  

Subscribe Now: Did you like this Medical Executive-Post, or find it helpful, interesting and informative? Want to get the latest ME-Ps delivered to your email box each morning? Just subscribe using the link below. You can unsubscribe at any time. Security is assured.

Link: http://feeds.feedburner.com/HealthcareFinancialsthePostForcxos

IInvite Dr. Marcinko

Leave a Reply

Please log in using one of these methods to post your comment:

WordPress.com Logo

You are commenting using your WordPress.com account. Log Out /  Change )

Google photo

You are commenting using your Google account. Log Out /  Change )

Twitter picture

You are commenting using your Twitter account. Log Out /  Change )

Facebook photo

You are commenting using your Facebook account. Log Out /  Change )

Connecting to %s

<span>%d</span> bloggers like this: