BOARD CERTIFICATION EXAM STUDY GUIDES Lower Extremity Trauma
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If you’re looking at this tab, chances are you are fed up with your financial brokerage accounts, thinking of finances, investing, retirement or all of the above.
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An investment portfolio second opinion, also called a “ portfolio review,” is an analysis of your financial holdings and associated strategies, allocations, fees and performance to determine whether the most effective instruments and methodologies are being utilized to reach your goals.
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E-Mail Ann Miller RN MHA CPHQ for an Initial Appointment: MarcinkoAdvisors@outlook.com
The purpose of this initial appointment is for you to ask a lot of questions to make sure you are comfortable with potentially working with us. It also helps if you are prepared to provide a verbal summary of your current situation.
Here are some questions to consider asking us during your first meeting:
1) Can you tell us about your financial qualifications, experience, education and training; if any?
2) Can you provide some information about your current financial advisory team?
3) On what type of investments do you typically purchase and own?
5) How much do pay your financial management firm?
6) How long have you been working with your current financial management firm?
8) What other services does your financial team provide?
Here is a list of the most common and helpful investment terms you’ll come across and should know.
Ask. The price that someone looking to sell stock wants to receive.
Bid. The price that someone is willing to pay for stock.
Buy. To acquire shares and thereby take a position in a company.
Sell. To get rid of shares whether because you’ve reached your goal or to prevent losses.
Bull market. Market conditions in which investors expect prices to rise.
Bear market. Market conditions in which investors expect prices to fall.
Dividend. A portion of a company’s earnings paid to shareholders.
Blue chip stocks. Shares of large and well-recognized companies that have a long history of solid financial performance.
Earning per share. A company’s net profit divided by the number of outstanding common shares.
Mutual fund. A collection of investments — stocks, bonds, commodities, and more — bundled together and held in common by a group of investors.
Asset. Something you own that could generate a return in the form of more assets.
Asset allocation. Your investment strategy, essentially — the mix of assets you choose to put your money into, whether that be cash, bonds, stocks, commodities, real estate or something else.
Broker. A person or firm — or robot — that arranges transactions between buyers and sellers in exchange for a commission (that is, a fee).
Capital gain (or capital loss). The money you make (or lose) on the sale of an asset.
Diversification. Investing in a variety of sectors, such as health care, energy and IT as well as across different geographic locations.
Dow Jones Industrial Average. A price-weighted list of 30 blue-chip stocks. It’s often used to help get a sense of the overall health of the stock market, even though it only reflects a small portion of the players.
Index fund. A type of mutual fund or exchange-traded fund that allows you to invest in a portfolio that mimics a market index, which is basically a list that tracks the performance of a group of investments either for a specific sector or the overall market.
Hedge fund. A type of investment partnership. Partners pool money from investors and try out a few different investing strategies. Generally, hedge funds will make riskier investments than your typical investor. They’ll also often use leverage (that is, borrowed money) or place bets against the market to get bigger returns. They make their money by charging their investors management fees based on a percentage of their profits.
Expense ratio. The percentage-based fee that mutual fund managers charge you to manage your investments.
Market price. How much it would cost right now to buy or sell an asset or service.
Securities and Exchange Commission (SEC). An independent government body that was created to protect investors and the national banking system. The SEC enforces laws that maintain orderly, fair and efficient markets.
Short selling. A tactic available to investors who predict a stock’s price is about to drop. An investor borrows a quantity of shares through a broker and then sells them, intending to repurchase them later, at a lower price, and return them to the lender.
Stock exchange. A place buyers and sellers come together to buy, sell and trade stock during set business hours. The New York Stock Exchange (NYSE) is the most important stock exchange in the world, but there are a total of 16 exchanges around the world.
Stock market. Refers in general to the collection of markets and exchanges where the buying, selling and trading of investment vehicles takes place.
Price per share. A simple way of calculating a company’s market value at a given moment. To find the price per share, you take a company’s most recent share price and multiply it by its total number of outstanding shares.
Prospectus. A legal document that contains in-depth information about anything you might be planning to invest in: stocks, bonds or mutual funds.
Although many academics argue that value stocks outperform growth stocks, the returns for individuals investing through mutual funds demonstrate a near match.
Introduction
A 2005 study Do Investors Capture the Value Premium? written by Todd Houge at The University of Iowa and Tim Loughran at The University of Notre Dame found that large company mutual funds in both the value and growth styles returned just over 11 percent for the period of 1975 to 2002. This paper contradicted many studies that demonstrated owning value stocks offers better long-term performance than growth stocks.
The studies, led by Eugene Fama PhD and Kenneth French PhD, established the current consensus that the value style of investing does indeed offer a return premium. There are several theories as to why this has been the case, among the most persuasive being a series of behavioral arguments put forth by leading researchers. The studies suggest that the out performance of value stocks may result from investors’ tendency toward common behavioral traits, including the belief that the future will be similar to the past, overreaction to unexpected events, “herding” behavior which leads at times to overemphasis of a particular style or sector, overconfidence, and aversion to regret. All of these behaviors can cause price anomalies which create buying opportunities for value investors.
Another key ingredient argued for value out performance is lower business appraisals. Value stocks are plainly confined to a P/E range, whereas growth stocks have an upper limit that is infinite. When growth stocks reach a high plateau in regard to P/E ratios, the ensuing returns are generally much lower than the category average over time.
Moreover, growth stocks tend to lose more in bear markets. In the last two major bear markets, growth stocks fared far worse than value. From January 1973 until late 1974, large growth stocks lost 45 percent of their value, while large value stocks lost 26 percent. Similarly, from April 2000 to September 2002, large growth stocks lost 46 percent versus only 27 percent for large value stocks. These losses, academics insist, dramatically reduce the long-term investment returns of growth stocks.
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However, the study by Houge and Loughran reasoned that although a premium may exist, investors have not been able to capture the excess return through mutual funds. The study also maintained that any potential value premium is generated outside the securities held by most mutual funds. Simply put, being growth or value had no material impact on a mutual fund’s performance.
Listed below in the table are the annualized returns and standard deviations for return data from January 1975 through December 2002.
Index Return SD
S&P 500 11.53% 14.88%
Large Growth Funds 11.30% 16.65%
Large Value Funds 11.41% 15.39%
Source: Hough/Loughran Study
The Hough/Loughran study also found that the returns by style also varied over time. From 1965-1983, a period widely known to favor the value style, large value funds averaged a 9.92 percent annual return, compared to 8.73 percent for large growth funds. This performance differential reverses over 1984-2001, as large growth funds generated a 14.1 percent average return compared to 12.9 percent for large value funds. Thus, one style can outperform in any time period.
However, although the long-term returns are nearly identical, large differences between value and growth returns happen over time. This is especially the case over the last ten years as growth and value have had extraordinary return differences – sometimes over 30 percentage points of under performance.
This table indicates the return differential between the value and growth styles since 1992.
YEARLY RETURNS OF GROWTH/VALUE STOCKS
Year
Growth
Value
1992
5.1%
10.5%
1993
1.7%
18.6%
1994
3.1%
-0.6%
1995
38.1%
37.1%
1996
24.0%
22.0%
1997
36.5%
30.6%
1998
42.2%
14.7%
1999
28.2%
3.2%
2000
-22.1%
6.1%
2001
-26.7%
7.1%
2002
-25.2%
-20.5%
2003
28.2%
27.7%
2004
6.3%
16.5%
2005
3.6%
6.1%
2006
10.8%
20.6%
2007
8.8%
1.5%
2008
-38.43%
-36.84%
2009
37.2%
19.69%
2010
16.71%
15.5%
2011
2.64%
0.39%
2012
15.25%
17.50%
Source: Ibbottson.
Between the third quarter of 1994 and the second quarter of 2000, the S&P Growth Index produced annualized total returns of 30 percent, versus only about 18 percent for the S&P Value Index. Since 2000, value has turned the tables and dramatically outperformed growth. Growth has only outperformed value in two of the past eight years. Since the two styles are successful at different times, combining them in one portfolio can create a buffer against dramatic swings, reducing volatility and the subsequent drag on returns.
Assessment
In our analysis, the surest way to maximize the benefits of style investing is to combine growth and value in a single portfolio, and maintain the proportions evenly in a 50/50 split through regular rebalancing. Research from Standard & Poor’s showed that since 1980, a 50/50 portfolio of value and growth stocks beats the market 75 percent of the time.
Conclusion
Due to the fact that both styles have near equal performance and either style can outperform for a significant time period, a medical professional might consider a blending of styles. Rather than attempt to second-guess the market by switching in and out of styles as they roll with the cycle, it might be prudent to maintain an equal balance your investment between the two.
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Much has been written and much has been opined on the topic of health information technology, electronic health records and medical security liability for physicians and healthcare providers in this textbook. But occasionally, we all still get lost in a wide array of acronyms, jargon and terms that are constantly changing in this ecosystem. And so, this brief glossary serves as a ready reference for those who want to know about these definitions in a quick and ready fashion.
Access control: The process of controlling the access of a user
Access security: To allow computer or healthcare network entry using ID / password / secure socket layer (SSL) encryption / biometrics, etc; unique identification and password assignments are usually made to medical staff members for access to medical information on a need-to-know basis, and only upon written authority of the owner of the data.
Access level authorization: Establishes a procedure to determine the computer or network access level granted to individuals working on or near protected health information, medical data or secure health data.
Accredited standards committee: Organization that helps develop American National Standards (ANS) for computer and health information technology; accredited by ANSI for the development of American National Standards; ASC X12N develops medical electronic business exchange controls like 835-Health Care Claim Payment/Advice and 837-Health Care Claim.
Accountability: The security goal that generates the requirement for actions of an entity to be traced uniquely to that entity. This supports nonrepudiation, deterrence, fault isolation, intrusion detection and prevention, and after-action recovery and legal action.
Accounting: Creating an historical record of who was authenticated, at what time, and how long they accessed the computer system.
Administrative simplification: The use of electronic standard code sets for health information exchange; Title II, Subtitle F of HIPAA gives HHS the authority to mandate the use of standards for the electronic exchange of health care data; to specify what medical and administrative code sets should be used within those standards; to require the use of national identification systems for health care patients, providers, payers (or plans), and employers (or sponsors); and to specify the types of measures required to protect the security and privacy of personally identifiable health care and medical information.
Alternative backup sites: Off-site locations that are used for transferring computer operations in the event of an emergency.
American Health Information Management Association: A large trade association of health information and medical data management professionals.
American Medical Informatics Association: An organization that promotes the use of electronic medical management and healthcare informatics for clinical and administrative endeavors.
American Telemedicine Association: Established in 1993 as a leading resource and advocate promoting access to medical care for patients and health professionals via telecommunications technology; membership open to individuals, companies, and other organizations with an interest in promoting the deployment of telemedicine throughout the world.
Anti-virus software: A software package or subscription service used to thwart malicious computer or network attacks, such as: Symantec®, McAfee®, Trend Micro®, Panda Software®, Sunbelt Software®, Computer Associates®, AVG® or MS-FF ®, etc.
ASC X12N: HIPAA transmission standards, specifications and implementation guides from the Washington Publishing Company; or the National Council of Prescription Drug Programs.
Assurance: Grounds for confidence that the other four security goals (integrity, availability, confidentiality, and accountability) have been adequately met by a specific implementation. “Adequately met” includes (1) functionality that performs correctly, (2) sufficient protection against unintentional errors (by users or software), and (3) sufficient resistance to intentional penetration or bypass.
Asymmetric cryptology: The use of two different but mathematically related electronic keys for secure health data and medical information storage, transmission and manipulation.
Asymmetric encryption: Encryption and decryption performed using two different keys, one of which is referred to as the public key and one of which is referred to as the private key; also known as public-key encryption.
Asymmetric key: A half of a key pair used in an asymmetric “public-key” encryption system with two important properties: (1) the key used for encryption is different from the one used for decryption, (2) neither key can feasibly be derived from the other.
Attack tree: An inverted tree diagram that provides a visual image of the attacks that may occur against an asset.
Audio teleconferencing: A multi-simultaneous dual voice communications between two parties at remote locations; two way communications between physician and patient at various locations.
Authentication: The process of verifying and confirming the identity of a user.
Availability: The security goal that generates the requirement for protection against – Intentional or accidental attempts to (1) perform unauthorized deletion of data or (2) otherwise cause a denial of service or data.
Back door: A means to access to a computer program that bypasses security mechanisms, sometimes installed by a programmer so that the program can be accessed for troubleshooting or other purposes.
Back door trojans or bots: Currently, the biggest threat to healthcare and all PC users worldwide according to the MSFT Corporation.®
Bandwidth: The amount of information that can be carried over a communications link.
Bar coding systems: Final FDA ruling issued in February 2004 that required bar codes on most prescription and non-prescription medications used in hospitals and dispensed based on a physician’s order; the bar code must contain at least the National Drug Code (NDC) number, which specifically identifies the drug; although hospitals are not required at this time to have a bar code reading system on the wards, this ruling has heightened the priority of implementing hospital-wide systems for patient-drug matching using bar codes.
Baud: A unit of digital transmission that indicates the speed of information flow. The rate indicates the number of events able to be processed in one second and is expressed as bits per second (bps). The baud rate is the standard unit of measure for data transmission capability; typical older rates were 1200, 2400, 9600, and 14,400 baud; the signaling rate of a telephone line in the number of transitions made in a second; 1/300 sec = 300 baud.
Beta test: The secondary or final stress examination of newly developed computer hardware, software or peripheral devices; site, etc.
Bibliographic database: Indexed computer or printed source of citations of journal articles and other reports in the literature; typically include author, title, source, abstract, and/or related information; MEDLINE® and EMBASE®.
Bioinformatics: The application of medical and biological science to the health information management field.
Biological Information technology: Cross industry alliance of the Microsoft Corporation to enhance the ability to use and share digital health and biomedical data.
Biometric: Personal security identity characteristics, such as a signature, fingerprints, voice, iris or retinal scan, hand or foot vein geometry, facial characteristics, hair analysis, eye, blood vessel or DNA; uses the unique human characteristics of a person as a means of authenticating.
Biometric identification: Secure identification using biometrics that identifies a human from a measurement of a physical feature or repeatable action of the individual (for example, hand geometry, retinal scan, iris scan, fingerprint patterns, facial characteristics, DNA sequence characteristics, voice prints, and hand written signature).
Biopassword: Start-up healthcare IT security pioneer of keyboarding patterns to boost online security through neural network patterns.
Bluetooth® device: Machines, like cell phone with headset, transmitting across communications channels 1 to 14, over time.
Bluetooth® technology: Wireless mobile technology standard built into millions of mobile phones, headsets, portable computers, desktops and notebooks; named after Harold Bluetooth, a 10th century Viking king; healthcare telemetry and rural data transmissions; the Bluetooth Special Interest Group (BSIG) advocates measures aimed at pushing healthcare interoperability for wireless devices and other computers designed for use in the medical field; other wireless stands include: Wi-Fi, ZigBe®, IrDA and RFID.
Buffer: A temporary storage area.
Buffer overflow: A security breach that occurs when a computer program attempts to stuff more data into a temporary storage area than it can hold
Business continuity plan: A plan that outlines the procedures to follow after a business experiences an attack on its security.
California Database Security Breach Act: A state act that requires disclosure to California residents if a breach of personal information has or is believed to have occurred.
Certification authority: An independent third-party organization that assigns digital certificates.
Chain of custody: A process that documents everyone who has had contact with or direct possession of the evidence.
Chain of trust: Suggestion that each and every covered entity and business associate share responsibility and accountability for confidential PHI.
Chain of trust agreement: Contract entered into by two business partners in which it is agreed to exchange data and that the first party will transmit information to the second party, where the data transmitted is agreed to be protected between the partners; sender and receiver depend upon each other to maintain the integrity and confidentiality of the transmitted information; multiple two-party contracts may be involved in moving information from the originator to the ultimate recipient; for example, a provider may contract with a clearing house to transmit claims to the clearing house; the clearing house, in turn, may contract with another clearing house or with a payer for the further transmittal of those same claims.
Children’s Online Privacy Protection Act: A federal act that requires operators of online services or Web sites directed at children under the age of 13 to obtain parental consent prior to the collection, use, disclosure, or display of a child’s personal information.
Cipher lock: A combination lock that uses buttons that must be pushed in the proper sequence in order to open the door.
Clearing house: HIPAA medical invoice, healthcare data transaction exchange and medical data implementation service center that that meets or exceeds Federally-mandated standardized Electronic Data Interchange (EDI) transaction requirements.
Clinger-Cohen Act: Public Law 104-106; Information Technology Management Reform Act (ITMRA) of 1996.
Clinical data: Protected Health Information (PHI) from patient, physician, laboratory, clinic, hospital and/or payer, etc; identifiable patient medical information.
Clinical data information systems: Automatic and securely connected system of integrated computers, central severs and the Internet that transmits Protected Health Information (PHI) from patient, physician, laboratory, clinic, hospital and/or payer, etc.
Clinical data repository: Electronic storehouse of encrypted patient medical information; clinical data storage.
Clinical informatics: The management of medical and clinical data; the use of computers, networks and IT for patient care and health administration.
Clinical information: All the related medical information about a patient; Protected Health Information (PHI) from patients, providers, laboratories, clinics, hospitals and/or payers or other stakeholders, etc.
Clinical information system: A computer network systems that supports patient care; relating exclusively to the information regarding the care of a patient, rather than administrative data, this hospital-based information system is designed to collect and organize data.
Clinical regional health information system: Electronic entity committed to securely share private patient health information among entities like medical providers, clinics, laboratories, hospitals, outpatient centers, hospice and other healthcare facilities; Community Health Management Information Systems (CHMIS), Enterprise Information Networks (EINs), Regional Health Information Networks (RHINs) and Health Information Networks (HINs).
Cold site: An alternative backup site that provides the basic computing infrastructure, such as wiring and ventilation, but very little equipment.
Compact disc – read only memory (CD-ROM): A computer drive that can read CD-R and CD-RW discs.
Compact disc – recordable (CD-R): An optical disc that contains up to 650 megabytes of data and cannot be changed once recorded.
Compact disc – rewriteable (CD-RW): An optical disc that can be used to record data, erase it, and re-record again.
Computer security: A computer or network that is free from threats against it.
Computerized Physician Order Entry System: Automatic medical provider electronic medical chart ordering system that usually includes seven features: medication analysis, system order clarity, increased work efficiency, point of care utilization, benchmarking and performance tracking, on-line alerts and regulatory reporting.
Confidential health information: Protected Health Information (PHI) that is prohibited from free-use and secured from unauthorized dissemination or use; patient specific medical data.
Counter signature: The ability to prove the order of application of signatures; analogous to the normal business practice of signing a document which has already been signed by another party (ASTM E 1762 -95); part of a digital signature.
Covered entity: 42 CFR § 164.504(e)(2)(i)(B). Any of three broadly defined entities that deal with protected health information (PHI): providers, individuals or group health plans, and clearinghouses.
Cracker: A person who breaks into or otherwise violates the system security with a malicious intent.
Cryptography: The science of transforming information so that it is secure while it is being transmitted or stored.
Cyber-terrorism: Attacks by a terrorist group using computer technology and the Internet to cripple or disable a nation’s electronic infrastructure.
Data backup: The process of copying data to another media and storing it in a secure location.
Data encryption standard: An older health or medical data private key cryptology federal protocol for secure information exchange; replaced by AES.
Data interchange standard: X12 HIPAA health data transmission standard format.
Data interchange standard association: The organization that provides X12 HIPAA transmission standards and formats.
Deadbolt lock: A lock that extends a solid metal bar into the door frame for extra security.
Decision support system: Computer tools or applications to assist physicians in clinical decisions by providing evidence-based knowledge in the context of patient-specific data; examples include drug interaction alerts at the time medication is prescribed and reminders for specific guideline-based interventions during the care of patients with chronic disease; information should be presented in a patient-centric view of individual care and also in a population or aggregate view to support population management and quality improvement.
Decryption: Changing an encrypted message back to its original form.
Definition files: Files that contain updated antivirus information.
De-identified health information: Protected health information that is no longer individually identifiable health information; a covered entity may determine that health information is not individually identifiable health information only if: (1) a person with appropriate knowledge of and experience with generally accepted statistical and scientific principles and methods for rendering information not individually identifiable determines that the risk is very small that the information could be used, alone or in combination with other available information, to identify an individual, and documents the methods and results of the analysis; or (2) the following identifiers of the individual, relatives, employers or household members of the individual are removed.
Denial of service: The prevention of authorized access to resources or the delaying of time critical operations.
Designated record set: Contains medical and billing records and any other records that a physician and/or medical practice utilizes for making decisions about a patient; a hospital, emerging healthcare organization, or other healthcare organization is to define which set of information comprises “protected health information” and which set does not; contains medical or mixed billing records, and any other information that a physician and/or medical practice utilizes for making decisions about a patient. It is up to the hospital, EHO, or healthcare organization to define which set of information comprises “protected health information” and which does not though logically this should not differ from locale to locale. The patient has the right to know who in the lengthy data chain has seen their PHI. This sets up an audit challenge for the medical organization, especially if the accountability is programmed, and other examiners view the document without cause.
Designated standard: HIPAA standard as assigned by the department of HHS
Device lock: A steel cable and a lock used to secure a notebook computer.
Digital certificate: A certificate that binds a specific person to a public key.
Digital imaging and communications in medicine: Technology broadband transmission imaging standards for X-rays, MRIs, CT and PET scans, etc; health IT standard transmissions platform aimed at enabling different computing platforms to share image data without compatibility problems; a set of protocols describing how radiology images are identified and formatted that is vendor-independent and developed by the American College of Radiology and the National Electronic Manufacturers Association.
Digital radiology: Medical digital imaging applied to x-rays, CT, PET scans and related non-invasive and invasive technology; broadband intensive imaging telemedicine.
Digital rights management: The control and protection of digital intellectual property.
Digital signature: Encrypted electronic authorization with verification and security protection; private and public key infrastructure; based upon cryptographic methods of originator authentication, computed by using a set of rules and a set of parameters so that the identity of the signer and the integrity of medical or other data can be verified.
Digital signature standard: Encryption technology to ensure electronic medical data transmission integrity and authentication of both sender and receiver; date and time stamps; public and private key infrastructure.
Digital versatile disc – recordable (DVD-R): An optical disc technology that can record once up to 3.95 gigabytes of data on a single-sided disc and 7.9 GB on a double-sided disc.
Digital versatile disc – rewriteable (DVD-RAM): An optical disc technology that can record, erase, and re-record data and has a capacity of 2.6 GB (single side) or 5.2 GB (double side).
Digital versatile disc (DVD): A technology that permits large amounts of data to be stored on an optical disc.
Disaster recovery plan: A process to restore vital health and/or critical healthcare technology systems in the event of a medical practice, clinic, hospital or healthcare business interruption from human, technical or natural causes; focuses mainly on technology systems, encompassing critical hardware, operating and application software, and any tertiary elements required to support the operating environment; must support the process requirements to restore vital company data inside the defined business requirements; does not take into consideration the overall operating environment; an emergency mode operation plan is still necessary.
Disclosure: Release of PHI outside a covered entity or business agreement space, under HIPAA; the release, transfer, provision of access to or divulging of medical information outside the entity holding the information.
Disc – rewriteable (DVD-RW): An optical disc technology that allows data to be recorded, erased, and re-recorded.
Due care: Managers and their organizations have a duty to provide for information security to ensure that the type of control, the cost of control, and the deployment of control are appropriate for the system being managed.
e-health: Emerging field in the intersection of medical informatics, public health and business, referring to health services and information delivered or enhanced through the Internet and related technologies; characterizes not only a technical development, but also a state-of-mind, attitude, and a commitment for networked, global thinking, to improve health care worldwide by using information and communication technology.
Electronic data interchange: Inter healthcare organization computer-to-computer transmission of business or health information in a standard format; direct transmission from the originating application program to the receiving, or processing, application program; an EDI transmission consists only of business or health data, not any accompanying verbiage or free-form messages; a standard format is one that is approved by a national or international standards organization, as opposed to formats developed by health industry groups, medical practices, clinics or companies; the electronic transmission of secure medical and financial data in the healthcare industrial complex; X12 and similar variable-length formats for the electronic exchange of structured health data. The Centers for Medicare and Medicaid Services (CMS) regulates security and Electronic Data Interchange (EDI).
Electronic data interchange standards: The American National Standards Institute (ANSI) set of EDI standards known as the X12 standards. These standards have been developed by private sector standards development organizations (SDOs) and are maintained by the Accredited Standards Committee (ASC) X12. ANSI ASC X12N standards, Version 4010, were chosen for all of the transactions except retail pharmacy transactions, which continue to use the standard maintained by the National Council for Prescription Drug Programs (NCPDP) because it is already in widespread use. The NCPDP Telecommunications Standard Format Version 5.1 and equivalent NCPDP Batch Standard Version 1.0 have been adopted in this rule (health plans will be required to support one of these two NCPDP formats). The standards are designed to work across industry and company boundaries. Changes and updates to the standards are made by consensus, reflecting the needs of the entire base of standards users, rather than those of a single organization or business sector. Specifically, the following nine healthcare transactions were required to use X12N standard electronic claim formats by October 16, 2003.
Electronic health record: A real-time patient health record with access to evidence-based decision support tools that can be used to aid clinicians in decision-making; the EHR can automate and streamline a clinician’s workflow, ensuring that all clinical information is communicated; prevents delays in response that result in gaps in care; can also support the collection of data for uses other than clinical care, such as billing, quality management, outcome reporting, and public health disease surveillance and reporting; electronic medical record.
Electronic medication administrative record: Electrical file keeping computerized system for tracking clinical medication dispensation and use; integrated with TPAs, PBMs, robotic dispensing devices and CPOEs, etc.
Electronic medical (media) claims: Usually refers to a flat file format used to transmit or transport medical claims, such as the 192-byte UB-92 Institutional EMC format and the 320-byte Professional EMC-NSF.
Electronic prescribing: A type of computer technology whereby physicians use handheld or personal computer devices to review drug and formulary coverage and to transmit prescriptions to a printer or to a local pharmacy; e-prescribing software can be integrated into existing clinical information systems to allow physician access to patient-specific information to screen for drug interactions and allergies.
Electronic preventive services selector: A digital tool for primary care clinicians to use when recommending preventive services for their patients unveiled by the Department of Health and Human Services’ Agency for Healthcare Research and Quality (AHRQ), in November 2006; designed for use on a personal digital assistant (PDA) or desktop computer to allow clinicians to access the latest recommendations from the AHRQ-sponsored U.S. Preventive Services Task Force; designed to serve as an aid to clinical decision-making at the point of care and contains 110 recommendations for specific populations covering 59 separate preventive services topics; a real time search function allows a clinician to input a patient’s age, gender, and selected behavioral risk factors, such as whether or not they smoke, in the appropriate fields, while the software cross-references the patient characteristics entered with the applicable Task Force recommendations and generates a report specifically tailored for that patient.
Electronic signature: Various date and time stamped electronic security verification systems, such as passwords, encryption, ID numbers, biometrics identifiers, etc; electrical transmission and authentication of real signatories; signatory attribute that is affixed to an electronic health document to bind it to a particular entity; an electronic signature process secures the user authentication (proof of claimed health identity, such as by biometrics (fingerprints, retinal scans, hand written signature verification, etc.), tokens or passwords) at the time the signature is generated; creates the logical manifestation of signature (including the possibility for multiple parties to sign a medical document and have the order of application recognized and proven) and supplies additional information such as time stamp and signature purpose specific to that user; and ensures the integrity of the signed document to enable transportability, interoperability, independent verifiability, and continuity of signature capability; verifying a signature on a document verifies the integrity of the document and associated attributes and verifies the identity of the signer; there are several technologies available for user authentication, including passwords, cryptography, and biometrics (ASTM 1762-95).
Encryption: Changing the original text to a secret message.
Gigabytes (GB): Billions of bytes of data.
Gramm-Leach-Bliley Act: A federal act that requires private data be protected by banks and financial institutions.
Hacker: A person who possesses advanced computer skills and is adept at exploring computers and networks in order to break into them.
HEALTH 1.0: This is the dying healthcare system of yesterday and today. Information is communicated from doctors to patients. It is a basic B2C [business-to-consumer] website as the internet became one big encyclopedia by aggregating knowledge silos. Some doctors maintain websites, others do not. Nevertheless, Health 1.0 has a command and control hierarchy; doctors on top of the pyramid, patients on the bottom.
HEALTH 2.0:According to Matthew Holt [personal communication] Healthcare 2.0 may be defined as: “The foundation of healthcare 2.0 is information exchange plus technology. It employs user-generated content, social networks and decision support tools to address the problems of inaccessible, fragmentary or unusable health care information. Healthcare 2.0 connects users to new kinds of information, fundamentally changing the consumer experience (e.g., buying insurance or deciding on/managing treatment), clinical decision-making (e.g., risk identification or use of best practices) and business processes (e.g., supply-chain management or business analytics)”.
And so, if Health 1.0 was a static book, Health 2.0 is a dynamic discussion
Example: The power of the internet is illustrated in the phenomenon of “crowd-sourcing.” In this context, the term means to harvest the reach of social networking [wisdom of crowds] to solve a problem. A knowledge seeker asks a question and participants respond. For example, readers can participate on the www.MedicalExecutivePost.com or www.BusinessofMedicalPractice.com sites to improve the administration of any medical practice. And, www.PodiatryPrep.com is an example of how podiatrists connect for global board certification assistance.
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HEALTH 2.0 Plus:The Dictionary of Health Insurance and Managed Care defines this emerging hybrid as a bridge uniting the philosophy of contemporary Health 2.0 with futuristic Health 3.0 technologies. Cisco System’s HealthPresence is one example developed in 2010, by Dr. T. Warner Hudson. Using the network as a platform, HealthPresence combines video, audio and information to create an environment similar to what patients experience when they visit their own doctor.
HEALTH 3.0: Soon, patients will not only be seeking information; but actionable intelligence – whether it is artificial or real. Patients will communicate almost as with another patient or doctor. The internet won’t just blindly do what we tell it to do – it will think and represent some amazing opportunities. For example, imagine your toilet running a SMAC 20 and then being instantly notified of the results by your smart phone? Or; use your iPhone to send pictures and streaming videos of conditions for a second opinion www.KnockingLive.com
Health information technology: The application of information processing involving both computer hardware and software that deals with the storage, retrieval, sharing, and use of health care information, medical data, and knowledge for communication and decision making.
Health information technology auditor: An expert who evaluate a health organization’s computer systems to ensure the proper safeguards are in place to protect and maintain the integrity of the firm’s data; While the position has existed since the mid-1960s, companies that previously employed just a handful of HIT auditors are now significantly adding to their ranks, sometimes doubling, tripling or quadrupling current staff levels; much current demand is due to the Sarbanes-Oxley Act and other legislation aimed at improving corporate governance in the wake of major accounting scandals earlier in the decade; publicly traded hospital systems require the expertise of HIT auditors to meet ongoing compliance requirements; the Gramm-Leach-Bliley Act and the Health Insurance Portability and Accountability Act (HIPAA), among other regulations, also are fueling the need for HIT auditors. Health IT auditors must have a general understanding of accounting principles and the strategic vision to ensure a health organization’s HIT systems allow it to achieve its short- and long-term objectives. Many hospitals promote from within for this role. Health facilities who look outside the organization for these professionals usually seek candidates with experience, knowledge of healthcare of emerging technologies and issues, and increasingly, certifications such as the certified information systems auditor (CISA) designation.
Health information technology promotion act: Legislation to accelerate the adoption of interoperable electronic health records by ensuring uniform standards, championed by Rep. Nancy Johnson, R-Conn, (H.R. 4157) which would: codify the Office of the National Coordinator for Health Information Technology in statute and delineate its ongoing responsibilities; create exceptions to the fraud and abuse statutes to allow certain providers to fund health information technology equipment and services for other providers; and provide for a study of federal and state health privacy policies.
Health Insurance Portability and Accountability Act (HIPAA): A federal act that requires enterprises in the health sector to guard protected health information and implement policies and procedures to safeguard it.
Health level seven: An international community of healthcare subject matter experts and information technology physicians and scientists collaborating to create standards for the exchange, management and integration of protected electronic healthcare information; the Ann Arbor, Mich.-based Health Level Seven (HL7) standards developing organization has evolved Version 3 of its standard, which includes the Reference Information Model (RIM) and Data Type Specification (both ANSI standards); HL7 Version 3 is the only standard that specifically deals with creation of semantically interoperable healthcare information, essential to building the national infrastructure; HL7 promotes the use of standards within and among healthcare organizations to increase the effectiveness and efficiency of healthcare delivery for the benefit of all patient, payers, and third parties; uses an Open System Interconnection (OSI) and high level seven healthcare electronic communication protocol that is unique in the medical information management technology space and modeled after the International Standards Organization (ISO) and American National Standards Institute (ANSI); each has a particular healthcare domain such as pharmacy, medical devices, imaging or insurance (claims processing) transactions. Health Level Seven’s domain is clinical and administrative data.
Hot site: An alternative backup site that contains the same equipment as found in the organization’s actual IT center.
Human firewall: An employee who practices good security techniques to prevent any security attacks from passing through them.
Incident response team: An employee team charged with gathering and handling the digital evidence of an attack.
Individually identifiable health information: Medical information that is created or received by a covered entity; relates to the physical or mental health condition of an individual, provision of health care or the payment for the provision of health care; identifies the individual or there is reasonable belief that the information can be used to identify the individual.
Information security: A computer or network that is free from threats against it.
Integrity: The security goal that generates the requirement for protection against either intentional or accidental attempts to violate data integrity (the property that data has when it has not been altered in an unauthorized manner) or system integrity (the quality that a system has when it performs its intended function in an unimpaired manner, free from unauthorized manipulation).
Intellectual property: Works created by others such as books, music, plays, paintings, and photographs.
IT-related risk: The net mission impact considering (1) the probability that a particular threat-source will exercise (accidentally trigger or intentionally exploit) system vulnerability and (2) the resulting impact if this should occur. IT-related risks arise from legal liability or mission loss due to:
* Unauthorized (malicious or accidental) disclosure, modification, or destruction of information
* Unintentional errors and omissions
* IT disruptions due to natural or man-made disasters
* Failure to exercise due care and diligence in the implementation and operation of the IT system.
Key-in-knob lock: A basic lock that has the lock mechanism embedded in the knob or handle.
Keystroke logger: A type of hardware spyware that captures keystrokes as they are typed.
Logic bombs: A computer program that lies dormant until it is triggered by a specific event.
Lossless: To compress electronic digital data.
Malicious code: Programs that are intentionally created to break into secure computers or to create havoc after the computers are accessed.
Master patient index: Healthcare facility composite that links and assists in tracking patient, person, or member activity within an organization (or health enterprise) and across patient care settings; hardcopy or electronic identification of all patients treated in a facility or enterprise and lists the medical record or identification number associated with the name; can be maintained manually or as part of a computerized system; typically, those for healthcare facilities are retained permanently, while those for insurers, registries, or others may have different retention periods; a database of all the patients ever registered (within reason) at a facility; name, demographics, insurance, next of kin, spouse, etc.
Medically unbelievablE event: Implemented on Jan. 1, 2007, the CMS blockage of payments for medical services that make no sense based on “anatomic considerations” or medical reasonableness when the same patient, date of service, HCPCS code or provider is involved; unlike other National Correct Coding Initiative (NCCI) edits, MUEs can’t be overridden by a modifier because there will never be a scenario where the physician had a good reason to submit a claim for removing a second appendix from the same person; etc.
Megabytes (MB): Millions of bytes of storage.
Memory stick: USB flash or non-volatile storage device; Sony CompactFlash®, pen or mini-drive; flash card, smart media, slang terms.
Mesh: Medical Subject Headings, the controlled vocabulary of about 16,000 terms used for MEDLINE and certain other MEDLARS databases.
Minimum necessary: The amount of protected health information shared among internal or external parties determined to me the smallest amount needed to accomplish its purpose for Use or Disclosure; the amount of health information or medical data needed to accomplish a purpose varies by job title, CE or job classification.
Minimum necessary rule: HIPAA regulation that suggests any PHI used to identify a patient, such as a social security number, home address or phone number; divulge only essential elements for use in transferring information from patient record to anyone else that requires the information; especially important with financial information; changes the way software is written and vendor access is provided. The “Minimum Necessary” Rule states the minimum use of PHI that can be used to identify a person, such as a social security number, home address or phone number. Only the essential elements are to be used in transferring information from the patient record to anyone else that needs this information. This is especially important when financial information is being addressed. Only the minimum codes necessary to determine the cost should be provided to the financial department. No other information should be accessed by that department. Many institutions have systems where a registration or accounting clerk can pull up as much information as a doctor or nurse, but this is now against HIPAA policy and subject to penalties. The “minimum necessary” rule is also changing the way software is set up and vendor access is provided.
Mirror site: A secondary location identical to the primary IT site that constantly receives a copy of data from the primary site.
National health information network: The technologies, standards, laws, policies, programs and practices that enable health information to be shared among health decision makers, including consumers and patients, to promote improvements in health and healthcare; vision for the NHII began more than a decade ago with publication of an Institute of Medicine report, The Computer-Based Patient Record. The path to a national network of healthcare information is through the successful establishment of Regional Health Information Organizations (RHIO).
National provider identifier: Originally was an eight-digit alphanumeric identifier. However, the healthcare industry widely criticized this format, claiming that major information systems incompatibilities would make it too expensive and difficult to implement. DHHS therefore revised its recommendation, instead specifying a 10-position numeric identifier with a check digit in the last position to help detect keying errors. The NPI carries no intelligence; in other words, its characters will not in themselves provide information about the provider. More recently, CMS announced that HIPAA-covered entities such as providers completing electronic transactions, healthcare clearinghouses, and large health plans, must use only the NPI to identify covered healthcare providers in standard transactions by May 23, 2007. Small health plans must use only the NPI by May 23, 2008. The proposal for a Standard Unique National Health Plan (Payer) Identifier was withdrawn on February, 2006. (According to CMS, “withdrawn” simply means that there is not a specific publication date at this time. Development of the rule has been delayed; however, when the exact date is determined, the rule will be put back on the agenda.)
Network: A group of interconnected computers.
Notebook safe: A special safe secured to a wall or the trunk of a car used for storing a notebook computer.
Operating system hardening: Steps that can be taken to make a personal computer operating system more secure.
Optical disc: A disc that uses laser technology to record data.
Password: A secret combination of words or numbers that authenticates or identifies the user.
Patch: A software update to correct a problem.
Patch management: Tools, utilities, and processes for keeping computers up to date with new software updates that are developed after a software product is released.
Pharmacy information system: Drug tracking and dispensation related health management information system for hospitals and healthcare organizations.
PhisHing: An attempt to fraudulent gather confidential information by masquerading as a trustworthy entity, person or business in an apparently official email, text message or website; carding or spoofing; video vishing; phish-tank; vish-tank; slang terms.
Physical security: The process of protecting the computer itself.
Port scanning: Sending a flood of information to all of the possible network connections on a computer.
Ports: The network connections on a computer.
Preset lock: A basic lock that has the lock mechanism embedded in the knob or handle.
Privacy: The quality or state of being hidden, encrypted, obscure, or undisclosed; especially medical data or PHI.
Privacy act: Federal legislature of 1974 which required giving patient some control over their PHI.
Privacy enhanced mail: Email message standard protocol for enhanced medical, health data or other security.
Privacy officer: A medical entity’s protected client information and security officer; required by each covered entity, to be responsible for “the development and implementation of the policies and procedures” necessary for compliance.
Privacy rule: The Federal privacy regulations promulgated under the Health Insurance Portability and Accountability Act (HIPAA) of 1996 that created national standards to protect medical records and other protected health information. The Office of Civil Rights (OCR) within the Department of Health and Human Services (DHHS) regulates the privacy rules.
Privacy standards: Any protocol to ensure the confidentiality of PHI.
Private key system: A means of cryptography where the same key is used to both encrypt and decrypt a message.
Public key system: A means of cryptography where two keys are used.
* Psychotherapy notes recorded (in any medium) by a health care provider who is a mental health professional documenting or analyzing the contents of conversation during a private counseling session or a group, joint, or family counseling session and that are separated from the rest of the individual’s medical record; excludes medication prescription and monitoring, counseling session start and stop times, the modalities and frequencies of treatment furnished, results of clinical tests, and any summary of the following items: diagnosis, functional status, the treatment plan, symptoms, prognosis, and progress to date.
* Public health authority means an agency or authority of the United States, a State, a territory, a political subdivision of a State or territory, or an Indian tribe, or a person or entity acting under a grant of authority from or contract with such public agency, including the employees or agents of such public agency or its contractors or persons or entities to whom it has granted authority, that is responsible for public health matters as part of its official mandate.
* Required by law means a mandate contained in law that compels a covered entity to make a use or disclosure of protected health information and that is enforceable in a court of law; includes but is not limited to, court orders and court-ordered warrants; subpoenas or summons issued by a court, grand jury, a governmental or tribal inspector general, or an administrative body authorized to require the production of information; a civil or an authorized investigative demand; Medicare conditions of participation with respect to health care providers participating in the program; and statutes or regulations that require the production of information, including statutes or regulations that require such information if payment is sought under a government program providing public benefits.
Regional health information organization: A multi-stakeholder organization that enables the exchange and use of health information, in a secure manner, for the purpose of promoting the improvement of health quality, safety and efficiency; the U.S. Department of Health and Human Services see RHIOs as the building blocks for the national health information network (NHIN) that will provide universal access to electronic health records; other experts maintain that RHIOs will help eliminate some administrative costs associated with paper-based patient records, provide quick access to automated test results and offer a consolidated view of a patient’s history.
Risk assessment: The process of identifying the risks to system security and determining the probability of occurrence, the resulting impact, and additional safeguards that would mitigate this impact.
Risk management: The total process of identifying, controlling, and mitigating information system–related risks. It includes risk assessment; cost-benefit analysis; and the selection, implementation, test, and security evaluation of safeguards. This overall system security review considers both effectiveness and efficiency, including impact on the mission and constraints due to policy, regulations, and laws.
Royalties: Payment to the owner or creator of intellectual property for their work.
Sarbanes-Oxley Act (Sarbox): A federal act that enforces reporting requirements and internal controls on electronic financial reporting systems.
Scanning: Locating a computer that can be broken into.
Script kiddies: Younger and less sophisticated users who break into a computer with malicious intent.
Secure virtual private network: Cryptographic tunneling protocols to provide the necessary health data confidentiality (preventing snooping), sender authentication (preventing identity spoofing), and message integrity (preventing message alteration) to achieve the medical privacy intended. When properly chosen, implemented, and used, such techniques can provide secure communications over unsecured networks.
Security: A set of healthcare information technology system characteristic and mechanisms which span the system both logically and physically; electronic access control against unauthorized intervention, both friendly or malicious; encompasses all of the safeguards in an information system, including hardware, software, personnel policies, information practice policies, disaster preparedness, and the oversight of all these areas; the purpose of health information security is to protect both the system and the information it contains from unauthorized access from without and from misuse from within; through various security measures, a health information system can shield confidential information from unauthorized access, disclosure and misuse, thus protecting privacy of the individuals who are the subjects of the stored data; security life cycle.
Security administration: The physical and electrical protection features of an IT health system needed to be managed in order to meet the needs of a specific installation and to account for changes in the healthcare entities operational environment.
Security compromise: Physical or electronic data, file, program or transmission error due to malicious miscreants or software interventions; health data confidentiality breach.
Security configuration: Measures, practices, and procedures for the safety of information systems that must be coordinated and integrated with each other and other methods, practices, and procedures of the organization established in order to credential safekeeping policy; provides written security plans, rules, procedures, and instructions concerning all components of a healthcare entity’s security; procedures must give instructions on how to report breaches and how those breaches are to be handled within the organization.
Security configuration management: The measurement of practices and procedures for the security of information systems that is coordinated and integrated with each other and other measures, practices and procedures of the organization so as to create a coherent system of health data security (NIST Pub 800-14).
Security domain: A set of subjects, their information objects, and a common security policy; foundation for IT security is the concept of security domains and enforcement of data and process flow restrictions within and between these domains.
Security goals: The five security goals are integrity, availability, confidentiality, accountability, and assurance.
Security information system: security is a system characteristic and a set of mechanisms that span the system both logically and physically.
Security policy: A formal written policy that outlines the importance of security to the organization and establishes how the security program is organized.
Share: An object that is shared with others over a computer network.
Signature files: Files that contain updated antivirus information.
Smart card: A device that contains a chip that stores the user’s private key, login information, and public key digital certificate.
Sniffing: Listening to the traffic on a computer network and then analyzing it.
Social engineering: Relying on trickery and deceit to break security and gain access to computers.
Spam: Unsolicited e-mail messages.
Spy: A person who has been hired to break into a computer and steal data.
Spyware: Hardware or software that “spies” on what the user is doing and captures that activity without their knowledge.
Stealth signal transmitter: Software installed on a notebook computer that sends a signal that can be traced.
Threat analysis: The examination of threat-sources against system vulnerabilities to determine the threats for a particular system in a particular operational environment.
Threat modeling: A process of constructing scenarios of the types of threats that assets face.
Threat: The potential for a threat-source to exercise (accidentally trigger or intentionally exploit) a specific vulnerability.
Threat-source: Either (1) intent and method targeted at the intentional exploitation of a vulnerability or (2) a situation and method that may accidentally trigger a vulnerability.
Token: A security device used to authenticate the user by having the appropriate permission (like a password) embedded into the device.
USA Patriot Act: A federal act designed to broaden the surveillance of law enforcement agencies to enhance the detection and suppression of terrorism.
Username: A unique identifier of a person used to access a computer system.
Virus: A program that secretly attaches itself to other programs and when executed causes harm to a computer.
Vulnerability: A flaw or weakness in system security procedures, design, implementation, or internal controls that could be exercised (accidentally triggered or intentionally exploited) and result in a security breach or a violation of the system’s security policy.
Vulnerability assessment: A process to determine what vulnerabilities exist in the current system against these attacks.
Vulnerability assessment managed services: Agencies that use scanning devices connected to probe an organization’s security to look for vulnerabilities.
War driving: A technique used to locate wireless local area networks (WLANs).
WiMax: A more powerful version of Wi-Fi that can provide wireless Internet access over wider geographic location such as a city; an acronym that stands for Worldwide Interoperability for Microwave Access, and is a certification mark for products that pass conformity and interoperability tests for the IEEE 802.16 standards. IEEE 802.16 is working group number 16 of IEEE 802, specializing in point-to-multipoint broadband wireless access.
Wireless hot spot: Specific geographic location in which an access point provides public wireless broadband network services; security is risky for PHI; hotspot.
Wireless local area networks: A computer network that uses radio waves instead of wires to connect computers.
Worm: A program that does not attach itself to other programs or need user intervention to execute.
A forensic pathologist is a medical doctor who studies diseases and performs autopsies, while a coroner investigates and determines the cause of sudden or unexplained deaths, often without a medical degree.
An autopsy (also referred to as post-mortem examination, obduction, necropsy, or autopsia cadaverum) is a surgical procedure that consists of a thorough examination of a corpse by dissection to determine the cause, mode, and manner of death or the exam may be performed to evaluate any disease or injury that may be present for research or educational purposes. The term necropsy is generally used for non-human animals.
Autopsies are usually performed by a specialized medical doctor called a pathologist. Only a small portion of deaths require an autopsy to be performed, under certain circumstances. In most cases, a medical examiner or coroner can determine the cause of death.
A coroner is elected or appointed to a local government office, while a forensic pathologist is a medical doctor trained to perform autopsies and other procedures to determine the cause of death.
A forensic pathologist is able to perform medical operations while coroners may specialize in the legal paperwork and law enforcement side of a death.
The title of “medical examiner” is usually the job title of a forensic pathologist who works for a government.
In many jurisdictions, a coroner does not need to possess a medical degree.
The Medical Executive-Post is a news and information aggregator and social media professional network for medical and financial service professionals. Feel free to submit education content to the site as well as links, text posts, images, opinions and videos which are then voted up or down by other members. Comments and dialog are especially welcomed. Daily posts are organized by subject. ME-P administrators moderate the activity. Moderation may also conducted by community-specific moderators who are unpaid volunteers.
We make second investment portfolio opinions affordable
Approximately 1 million allopathic physicians, 150,000 dentists, 200,000 osteopaths, 15,000 podiatrists and 6 million nurses often find it difficult to get an unbiased and fiduciary second opinion on their retirement or brokerage accounts. By offering second opinions for a flat fee, the monetary barriers that prevented colleagues from receiving a second opinion in the past have been removed.
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Here’s how we work: you book an initial appointment with us, answer a few preliminary questions and email us your portfolio information. We then provide a second opinion. It is then up to you to incorporate or not.
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We make second investment portfolio opinions accurate
Fiduciary and non-sales orientated second opinions have the power to change financial lives in the long term. We’ve seen it happen many times. What characterizes a good second opinion? Three things: the opinion must be individualized to your investment portfolio[s], informed and results-oriented. That’s the informed fiduciary approach we take. We are colleagues and look forward to working with you.
Posted on June 8, 2025 by Dr. David Edward Marcinko MBA MEd CMP™
Call for Manuscripts, Articles, Essays, Comments or Opinions
Dear Medical and Financial Services Colleagues, Health Economists, CPAs, JDs, Insurance Agents and Consultants,
The Medical Executive-Post (ME-P), supported by iMBA Inc., with (ISSN 13: 978-1-4665-5873-1] is currently accepting manuscripts for publication.
The ME-P is an open access, multidisciplinary, international, blind peer-reviewed and non-peer-reviewed electronic forum which publishes high-quality solicited and unsolicited research, commentary, opinions, curated news and review articles in English, in all areas of Physician Focused Financial Planning, health economics, finance, accounting, medical practice management, health law, IT, policy and administration. We have over 50 topic channels.
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If you’re looking at this tab, chances are you are fed up, burned out, seeking a better work-life balance, looking for a new non-clinical career, thinking of retirement, or all of the above. Perhaps you are just looking to regain the joy and meaning in your medical career. No worries! You may have come to the right place.
We work only with doctors, dentists, podiatrists, nurses, technicians and healthcare providers who struggle with personal and professional disillusionment, burnout, financial distress and an unbalanced life – all of which can happen at any stage of a medical career.
Through our coaching sessions, medical and healthcare professionals and colleagues can achieve a more meaningful, purposeful, and financially flourishing life.
Posted on June 1, 2025 by Dr. David Edward Marcinko MBA MEd CMP™
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Consistency and Commitment Tendency: Human beings have evolved – probably both genetically and socially – to be consistent. It is easier and safer to deal with others if they honor their commitments and if they behave in a consistent and predictable manner over time. This allows people to work together and build trust that is needed for repeat dealings and to accomplish complex tasks.
In the jungle, this trust was necessary to for humans to successfully work as a team to catch animals for dinner, or fight common threats. In business and life it is preferable to work with others who exhibit these tendencies. Unfortunately, the downside of these traits is that people make errors in judgment because of the strong desire not to change, or be different (“lemming effect” or “group-think”). So the result is that most people will seek out data that supports a prior stated belief or decision and ignore negative data, by not “thinking outside the box”.
Additionally, future decisions will be unduly influenced by the desire to appear consistent with prior decisions, thus decreasing the ability to be rational and objective. The more people state their beliefs or decisions, the less likely they are to change even in the face of strong evidence that they should do so. This bias results in a strong force in most people causing them to avoid or quickly resolve the cognitive dissonance that occurs when a person who thinks of themselves as being consistent and committed to prior statements and actions encounters evidence that indicates that prior actions may have been a mistake.
According to colleague Dan Ariely PhD, it is particularly important therefore for advisors to be aware that their communications with clients and the press clouds the advisor’s ability to seek out and process information that may prove current beliefs incorrect. Since this is obviously irrational, one must actively seek out negative information, and be very careful about what is said and written, being aware that the more you shout it out, the more you pound it in.
SPEAKING: Dr. Marcinko will be speaking and lecturing, signing and opining, teaching and preaching, storming and performing at many locations throughout the USA this year! His tour of witty and serious pontifications may be scheduled on a planned or ad-hoc basis; for public or private meetings and gatherings; formally, informally, or over lunch or dinner. All medical societies, financial advisory firms or Broker-Dealers are encouraged to submit a RFP for speaking engagements: MarcinkoAdvisors@outlook.com
Stroke Impulses are sudden, intense urges that can result from neurological conditions like those following a stroke. It’s like having your brain’s impulse control dial turned way down. These impulses can be surprising and out of character, driven by changes in brain function. Understanding and managing these impulses requires patience and support.
These changes in personality and mood after stroke are common. Impulsiveness, apathy, pseudobulbar affect, anger, frustration and depression can affect a stroke survivor’s quality of life.
So, according to psychologist and colleague Dan Ariely PhD, if you or someone you know is dealing with stroke impulses, remember: it’s a brain thing, not a willpower thing.
Life planning and behavioral finance as proposed for physicians and integrated by the Institute of Medical Business Advisors Inc., is unique in that it emanates from a holistic union of personal financial planning, human physiology and medical practice management, solely for the healthcare space. Unlike pure life planning, pure financial planning, or pure management theory, it is both a quantitative and qualitative “hard and soft” science, with an ambitious economic, psychological and managerial niche value proposition never before proposed and codified, while still representing an evolving philosophy. Its’ first-mover practitioners are called Certified Medical Planners™.
Financial Life Planning is an approach to financial planning that places the history, transitions, goals, and principles of the client at the center of the planning process. For the financial advisor or planner, the life of the client becomes the axis around which financial planning develops and evolves.
Financial Life Planning is about coming to the right answers by asking the right questions. This involves broadening the conversation beyond investment selection and asset management to exploring life issues as they relate to money.
Financial Life Planning is a process that helps advisors move their practice from financial transaction thinking, to life transition thinking. The first step is aimed to help clients “see” the connection between their financial lives and the challenges and opportunities inherent in each life transition.
But, for informed physicians, life planning’s quasi-professional and informal approach to the largely isolate disciplines of financial planning and medical practice management is inadequate. Today’s practice environment is incredibly complex, as compressed economic stress from HMOs managed care, financial insecurity from insurance companies, ACOs and VBC, Washington DC and Wall Street; liability fears from attorneys, criminal scrutiny from government agencies, and IT mischief from malicious electronic medical record [eMR] hackers. And economic bench marking from hospital employers; lost confidence from patients; and the Patient Protection and Affordable Care Act [PP-ACA] more than a decade ago. All promote “burnout” and converge to inspire a robust new financial planning approach for physicians and most all medical professionals.
The iMBA Inc., approach to financial planning, as championed by the Certified Medical Planner™ professional certification designation program, integrates the traditional concepts of financial life planning, with the increasing complex business concepts of medical practice management. The former topics are presented in this textbook, the later in our recent companion text: The Business of Medical Practice [Transformational Health 2.0 Skills for Doctors].
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For example, views of medical practice, personal lifestyle, investing and retirement, both what they are and how they may look in the future, are rapidly changing as the retail mentality of medicine is replaced with a wholesale and governmental philosophy. Or, how views on maximizing current practice income might be more profitably sacrificed for the potential of greater wealth upon eventual practice sale and disposition.
Or, how the ultimate fear represented by Yale University economist Robert J. Shiller, in The New Financial Order: Risk in the 21st Century, warns that the risk for choosing the wrong profession or specialty, might render physicians obsolete by technological changes, managed care systems or fiscally unsound demographics. OR, if a medical degree is even needed for future physicians?
Say, what medical license?
Dr. Shirley Svorny, chair of the economics department at California State University, Northridge, holds a PhD in economics from UCLA. She is an expert on the regulation of health care professionals who participated in health policy summits organized by Cato and the Texas Public Policy Foundation. She argues that medical licensure not only fails to protect patients from incompetent physicians, but, by raising barriers to entry, makes health care more expensive and less accessible. Institutional oversight and a sophisticated network of private accrediting and certification organizations, all motivated by the need to protect reputations and avoid legal liability, offer whatever consumer protections exist today.
Yet, the opportunity to revise the future at any age through personal re-engineering, exists for all of us, and allows a joint exploration of the meaning and purpose in life. To allow this deeper and more realistic approach, the informed transformation advisor and the doctor client, must build relationships based on trust, greater self-knowledge and true medical business management and personal financial planning acumen.
[A] The iMBA Philosophy
As you read this ME-P website, we hope you will embrace the opportunity to receive the focused and best thinking of some very smart people. Hopefully, along the way you will self-saturate with concrete information that proves valuable in your own medical practice and personal money journey. Maybe, you will even learn something that is so valuable and so powerful, that future reflection will reveal it to be of critical importance to your life. The contributing authors certainly hope so.
At the Institute of Medical Business Advisors, and thru the Certified Medical Planner™ program, we suggest that such an epiphany can be realized only if you have extraordinary clarity regarding your personal, economic and [financial advisory or medical] practice goals, your money, and your relationship with it. Money is, after only, no more or less than what we make of it.
Ultimately, your relationship with it, and to others, is the most important component of how well it will serve you.
SPEAKING: Dr. Marcinko will be speaking and lecturing, signing and opining, teaching and preaching, storming and performing at many locations throughout the USA this year! His tour of witty and serious pontifications may be scheduled on a planned or ad-hoc basis; for public or private meetings and gatherings; formally, informally, or over lunch or dinner. All medical societies, financial advisory firms or Broker-Dealers are encouraged to submit a RFP for speaking engagements: CONTACT: MarcinkoAdvisors@outlook.com
Classic: Flat fee paid for a patient’s treatment based on their diagnosis and/or presenting problem. For this fee the provider covers all of the services required for a specific period of time.
Modern: Often characterizes “second generation” managed care systems. After a Managed Care Organization squeezes out costs by discounting fees, they often come to this method. If provider is still standing after discount blitz, this approach can be good for provider and clients, since it permits a lot of flexibility for provider in meeting client needs.
When New York-based Zocdoc was founded back in 2007, the idea was to help patients get off the phone, founder and CEO Oliver Kharraz told Healthcare Brew. The company created a website that helps patients find clinicians who fit their needs in their area and are under their insurance, and books appointments online.
But on May 1st, Zocdoc launched a new product to get people back on the phone: an artificial intelligence (AI) voice agent called Zo. Zo helps people book doctor appointments 24/7—but instead of speaking with a person, patients speak with an AI voice that is trained to meet their needs.
“Until recently, we didn’t do the phone because the experience on the phone was just so miserable,” Kharraz said. “Now you can actually have a consistent experience, where the AI can pick up after the first ring an unlimited number of times concurrently [and] have a natural conversation with you.”
Classic Definition: Although the human body can develop a low-grade fever, muscular aches and pains in response to any vaccine, rumors that a flu shot can cause the flu are not true.
Modern Circumstance: Flu shots do contain dead flu viruses, but they are indeed dead. As for vaccines causing autism, this myth was started in 1998 with an article in the journal The Lancet.
Paradox Examples: In the study, the parents of eight children with autism said they believed their children acquired the condition after they received a vaccination against measles, mumps and rubella (the MMR vaccine). Since then, rumors have run rampant despite the results of many studies.
And, a 2002 study in The New England Journal of Medicine of 530,000 children found no link between vaccinations and the risk of a child developing autism.
Unfortunately, the endurance of this paradoxical myth continues to eat up time and funding dollars that could be used to make advances in autism, rather than proving, over and over again, that vaccinations do not cause the condition.
Cite: Dr. Rachel Vreeman, St. Martin’s Griffin 2009.
COMMENTS APPRECIATED
The Medical Executive-Post is a news and information aggregator and social media professional network for medical and financial service professionals. Feel free to submit education content to the site as well as links, text posts, images, opinions and videos which are then voted up or down by other members. Comments and dialog are especially welcomed. Daily posts are organized by subject. ME-P administrators moderate the activity. Moderation may also conducted by community-specific moderators who are unpaid volunteers.
A hedge fund is a limited partnership of private investors whose money is pooled and managed by professional fund managers. These managers use a wide range of strategies, including leverage (borrowed money) and the trading of nontraditional assets, to earn above-average investment returns. A hedge fund investment is often considered a risky, alternative investment choice and usually requires a high minimum investment or net worth. Hedge funds typically target wealthy investors.
My medical practice has a small self-directed pension plan with profit sharing features.
QUESTION: Can my medical practice’s retirement plan invest in a hedge fund?
Such a pension fund falls under a category called self-directed “plan” assets.
Among the rules are that each participant in the plan counts toward the 100 investor maximum under which most hedge funds operate, that each plan participant be a fully accredited investor, and that the hedge fund keep investments such as pension plans and other funds covered under ERISA to less than 25 percent of total assets under management.
Posted on May 16, 2025 by Dr. David Edward Marcinko MBA MEd CMP™
By Staff Reporters
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Oak Street Health, headquartered in Chicago and a wholly-owned subsidiary of CVS Health since 2023, has agreed to pay $60 million to resolve allegations that it violated the False Claims Act by paying kickbacks to third-party insurance agents in exchange for recruiting seniors to Oak Street Health’s primary care clinics.
The Anti-Kickback Statute prohibits anyone from offering or paying, directly or indirectly, any remuneration — which includes money or any other thing of value — to induce referrals of patients or to provide recommendations of items or services covered by Medicare, Medicaid and other federally funded programs. Under the Medicare Advantage (MA) Program, also known as Part C, Medicare beneficiaries have the option to obtain their health care through privately-operated insurance plans known as MA plans. Some MA Plans contract with health care providers, including Oak Street Health, to provide their plan members with primary care services.
The United States alleged that, in 2020, Oak Street Health developed a program to increase patient membership called the Client Awareness Program. Under the Program, third-party insurance agents contacted seniors eligible for or enrolled in Medicare Advantage and delivered marketing messages designed to generate interest in Oak Street Health. Agents then referred interested seniors to an Oak Street Health employee via a three-way phone call, otherwise known as a “warm transfer,” and/or an electronic submission.
In exchange, Oak Street Health paid agents typically $200 per beneficiary referred or recommended. These payments incentivized agents to base their referrals and recommendations on the financial motivations of Oak Street Health rather than the best interests of seniors. The settlement resolves allegations that, from September 2020 through December 2022, Oak Street Health knowingly submitted, and caused the submission of, false claims to Medicare arising from kickbacks to agents that violated the Anti-Kickback Statute.
An emergency medicine physician is a medical doctor who specializes in the diagnosis, treatment, and management of acute and life-threatening medical conditions that require immediate intervention. These physicians work in hospital emergency departments, urgent care centers, and other acute care settings, where they provide rapid assessment, stabilization, and treatment to patients of all ages with a wide range of medical emergencies.
Emergency medicine physicians are trained to handle diverse medical emergencies, including trauma, cardiac emergencies, respiratory distress, severe infections, neurological emergencies, and obstetric emergencies, among others. They play a vital role in the front line management of medical emergencies, ensuring that patients receive prompt and appropriate care to improve outcomes and save lives.
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Classic: Emergent Room or Emergency Department care is the provision of immediate medical service offering outpatient care for the treatment of acute and chronic illness and injury. It requires a broad and comprehensive fund of knowledge to provide such care. Excellence in care for patients with complex and or unusual conditions is founded on the close communication and collaboration between the urgent care medicine physician, the specialists and the primary physicians.
Modern: Urgent care does not replace your primary care physician. An urgent care center is a convenient option when someone’s regular physician is on vacation or unable to offer a timely appointment. Or, when illness strikes outside of regular office hours, urgent care offers an alternative to waiting for hours in a hospital Emergency Room.
Examples: Chest pain, bleeding that cannot be stopped and loss of consciousness; etc.
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SOME ER DOCTORS WORK FOR FREE
The new president of emergency medicine for the Alberta Medical Association says Emergency Room physicians already coping with long hours, staff shortages and jammed waiting rooms are also being obligated, in some cases, to work for free. Dr. Warren Thirsk says the government has yet to follow through on a promise to reimburse emergency room doctors for so-called “good faith” payments.
“There’s been lots of excuses, but the bottom line is no one has actually received a penny for those suspended good-faith payments,” Thirsk said in an interview. “On average, every emergency physician in this province is out thousands of dollars for free work.” Good-faith payments reimburse ER doctors when they see patients who don’t have identification and can’t prove an Alberta Health Care Insurance Plan billing number.
Thirsk said the United Conservative government stopped those payments when it ripped up the master agreement with the AMA in early 2020. He said it promised to bring back those payments when the two sides agreed to a new deal in September 2022. But to date that hasn’t happened, he said.
“I’m legally and morally bound to look after you [if] you’re unidentified [as a patient],” said Thirsk, an emergency room doctor at Edmonton’s Royal Alexandra Hospital.
“I’m going to look after you because it’s the right thing to do no matter what the problem is.”
COMMENTS APPRECIATED
The Medical Executive-Post is a news and information aggregator and social media professional network for medical and financial service professionals. Feel free to submit education content to the site as well as links, text posts, images, opinions and videos which are then voted up or down by other members. Comments and dialog are especially welcomed. Daily posts are organized by subject. ME-P administrators moderate the activity. Moderation may also conducted by community-specific moderators who are unpaid volunteers.
Posted on April 23, 2025 by Dr. David Edward Marcinko MBA MEd CMP™
By Staff Reporters
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Classic Definition: Suppose someone tells you “I am lying.” If what he/she tells you is true, then he/she is lying, in which case what he/she tells you are false. On the other hand, if what he/she tells you is false, then he/she is not lying, in which case what he/she tells you is true.
Modern Circumstance: In short: if “I am lying” is true then it is false, and if it is false then it is true.
Paradox Example: The paradox arises for any sentence that says or implies of itself that it is false (the simplest example being “This sentence is false”). It is attributed to the ancient Greek seer Epimenides (fl. c. 6th century BCE), an inhabitant of Crete, who famously declared that “All Cretans are liars” (consider what follows if the declaration is true). The paradox is important in part because it creates severe difficulties for logically rigorous theories of truth; it was not adequately addressed (which is not to say solved) until the 20th century.
Paradox Example: Doctors lie because, as caretakers, our role isto improve the lives of their patients. Re-assuring patients during some of the most difficult times of their lives counts as improving their well being! This is an acceptable practice because it does not cause harm.
Paradox Example: Cultural differences may make a lie of omission or the practice of withholding information from the patient, prudent. For instance, some cultures and religions dictate that the husband or head male family members make all medical decisions for women.
Paradox Example: Many physicians don’t report “near misses” to their patients. But, concealing serious medical errors is something we recommend against.
COMMENTS APPRECIATED
The Medical Executive-Post is a news and information aggregator and social media professional network for medical and financial service professionals.
Feel free to submit education content to the site as well as links, text posts, images, opinions and videos which are then voted up or down by other members. Comments and dialog are especially welcomed.
Daily posts are organized by subject. ME-P administrators moderate the activity. Moderation may also conducted by community-specific moderators who are unpaid volunteers.
Several years ago a group of highly trusted and deeply experienced financial advisors, insurance service professionals and estate planners noted that far too many of their mature retiring physician clients, using traditional stock brokers, management consultants and financial advisors, seemed to be less successful than those who went it alone. These Do-it-Yourselfers [DIYs] had setbacks and made mistakes, for sure. But, the ME Inc doctors seemed to learn from their mistakes and did not incur the high management and service fees demanded from general or retail one-size-fits-all “advisors.”
In fact, an informal inverse related relationship was noted, and dubbed the “Doctor Effect.” In others words, the more consultants an individual doctor retained; the less well they did in all disciplines of the financial planning and medical practice management, continuum.
Of course, the reason for this discrepancy eluded many of them as Wall Street brokerages and wire-houses flooded the media with messages, infomercials, print, radio, TV, texts, tweets, dinners and internet ads to the contrary. Rather than self-learn the basics, the prevailing sentiment seemed to purse the holy grail of finding the “perfect financial advisor.” This realization confirmed the industry culture which seemed to be:
Bread for the advisor – Crumbs for the client!
And so, Marcinko Associates formed a cadre’ of technology focused and highly educated multi-degreed doctors, nurses, financial advisors, attorneys, accountants, psychologists and educational visionaries who decided there must be a better way for their healthcare colleagues to receive financial planning advice, products and related advisory services within a culture of fiduciary responsibility.
We trust you agree with this specific niche knowledge, and collegial consulting philosophy, as illustrated thru our firm and these two books.
SPEAKING: Dr. Marcinko will be speaking and lecturing, signing and opining, teaching and preaching, storming and performing at many locations throughout the USA this year! His tour of witty and serious pontifications may be scheduled on a planned or ad-hoc basis; for public or private meetings and gatherings; formally, informally, or over lunch or dinner. All medical societies, financial advisory firms or Broker-Dealers are encouraged to submit a RFP for speaking engagements: MarcinkoAdvisors@outlook.com
Classic: An arrangement by which a patient requests that their health benefit payments be made directly to a designated person or facility, such as a physician or hospital. It is a legally binding agreement between patient and Insurance company asking them to send your reimbursement checks directly to your doctor.
Modern: To accept assignment means that the provider agrees to accept what ever the insurance company allows or approves as payment in full for the claim. The patient signs paperwork requiring his health insurance provider to pay his physician or hospital directly. EXAMPLES:
CMS: The approved amount, also known as the Medicare-approved amount, is the fee that Medicare sets as how much a provider or supplier should be paid for a particular service or item. Original Medicare calls this “assignment.”
Tardiness: When a medical office accepts an assignment of benefits, the insured patients may have to wait several months for their insurance reimbursement to arrive.
Classic: It’s no surprise that people are more honest when they know that they’re being watched. But what about just reminding them of the idea of being watched, without them actually being watched?
Modern: Researchers at the University of Newcastle’s Division of Psychology have an honor (or trust) system where they are requested to deposit payment for coffee in an “honesty box.” There was a note saying how much they should pay.
In 2006, Dr. Melissa Bateson and colleagues decided to do a little experiment: they placed an image above the note. They alternate between two pictures: one week they would use a picture of alleged human eyes and the other week, flowers. After 10 weeks, they plotted the amount of money received versus drinks consumed and found that people paid nearly three times as much for their drinks when eyes were displayed.
“There’s an argument that if nobody is watching us it is in our interests to behave selfishly. But when we think we’re being watched we should behave better, so people see us as co-operative and behave the same way towards us,” — Dr Bateson said
EXAMPLE:
Tax: This has great exemplar potential in things like federal, state and local income tax preparation, etc.
Insight: “It’s a definite that you’re all going to screw up, but it’s not a definite that any of you will learn from that,” declared one of our medical school instructors, years ago. “Cultivate the attitude that allows you to own your mistakes, and then, not repeat them” — reported Monique Tello MD MPH.
Posted on April 14, 2025 by Dr. David Edward Marcinko MBA MEd CMP™
OVER HEARD IN THE FINANCIAL ADVISOR’S LOUNGE
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By Perry D’Alessio, CPA [D’Alessio Tocci & Pell LLP]
What I see in my accounting practice is that significant accumulation in younger physician portfolio growth is not happening as it once did. This is partially because confidence in the equity markets is still not what it was; but that doctors are also looking for better solutions to support their reduced incomes.
For example, I see older doctors with about 25 percent of their wealth in the market, and even in retirement years, do not rely much on that accumulation to live on. Of this 25 percent, about 80 percent is in their retirement plan, as tax breaks for funding are just too good to ignore.
What I do see is that about 50 percent of senior physician wealth is in rental real estate, both in a private residence that has a rental component, and mixed-use properties. It is this that provides a good portion of income in retirement.
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QUESTION: So, could I add dialog about real estate as a long term solution for retirement?
Yes, as I believe a real estate concentration in the amount of 5 percent is optimal for a diversified portfolio, but in a very passive way through mutual or index funds that are invested in real estate holdings and not directly owning properties.
Today, as an option, we have the ability to take pension plan assets and transfer marketable securities for rental property to be held inside the plan collecting rents instead of dividends.
Real estate holdings never vary very much, tend to go up modestly, and have preferential tax treatment due to depreciation of the property against income.
Posted on April 14, 2025 by Dr. David Edward Marcinko MBA MEd CMP™
By Staff Reporters
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US Markets
After one of the most volatile weeks in Wall Street history, the S&P 500 closed 5.7% higher for its best week since 2023. But investors are taking little comfort with the rebound in stocks.
A declining dollar fell to a three-year low against the euro on Friday and spiking bond yields have some observers warning of a monumental, structural shift away from the US as a safe haven due to the recent tariff turmoil.
Posted on April 14, 2025 by Dr. David Edward Marcinko MBA MEd CMP™
By Staff Reporters
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Beneficiary designations can provide a relatively easy way to transfer an account or insurance policy upon your death. However, if you’re not careful, missing or outdated beneficiary designations can easily cause your estate plan to go awry.
Where you can find them
Here’s a sampling of where you’ll find beneficiary designations:
In several states, so-called “lady bird” deeds for real estate
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10 tips about beneficiary designations
Because beneficiary designations are so important, keep these things in mind in your estate planning:
Remember to name beneficiaries. If you don’t name a beneficiary, one of the following could occur:
The account or policy may have to go through probate. This process often results in unnecessary delays, additional costs, and unfavorable income tax treatment.
The agreement that controls the account or policy may provide for “default” beneficiaries. This could be helpful, but it’s possible the default beneficiaries may not be whom you intended.
Name both primary and contingent beneficiaries. It’s a good practice to name a “back up” or contingent beneficiary in case the primary beneficiary dies before you. Depending on your situation, you may have only a primary beneficiary. In that case, consider whether it may make sense to name a charity (or charities) as the contingent beneficiary.
Update for life events. Review your beneficiary designations regularly and update them as needed based on major life events, such as births, deaths, marriages, and divorces.
Read the instructions. Beneficiary designation forms are not all alike. Don’t just fill in names — be sure to read the form carefully. If necessary, you can draft your own customized beneficiary designation, but you should do this only with the guidance of an experienced attorney or tax advisor.
Coordinate with your will and trust. Whenever you change your will or trust, be sure to talk with your attorney about your beneficiary designations. Because these designations operate independently of your other estate planning documents, it’s important to understand how the different parts of your plan work as a whole.
Think twice before naming individual beneficiaries for particular assets. For example, you may establish three accounts of equal value initially and name a different child as beneficiary of each account. Over the years, the accounts may grow or be depleted unevenly, so the three children end up receiving different amounts — which is not what you originally intended.
Avoid naming your estate as beneficiary. If you designate a beneficiary on your 401(k), for example, it won’t have to go through probate court to be distributed to the beneficiary. If you name your estate as beneficiary, the account will have to go through probate. For IRAs and qualified retirement plans, there may also be unfavorable income tax consequences.
Use caution when naming a trust as beneficiary. Consult your attorney or CPA before naming a trust as beneficiary for IRAs, qualified retirement plans, or annuities. There are situations where it makes sense to name a trust — for example if:
Your beneficiaries are minor children
You’re in a second marriage
You want to control access to funds
Be aware of tax consequences. Many assets that transfer by beneficiary designation come with special tax consequences. It’s helpful to work with an experienced tax advisor to help provide planning ideas for your particular situation.
Use disclaimers when necessary — but be careful. Sometimes a beneficiary may actually want to decline (disclaim) assets on which they’re designated as beneficiary. Keep in mind that disclaimers involve complex legal and tax issues and require careful consultation with your attorney and CPA.
An alternative investment is a financial asset that does not fall into one of the conventional investment categories. Conventional categories include stocks, bonds, and cash. Alternative investments can include private equity or venture capital, hedge funds, managed futures, art and antiques, commodities, and derivatives contracts. Real estate is also often classified as an alternative investment.
QUESTION: But what about a medical, podiatric or dental practice?
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AnAlternate Asset Class Surrogate?
A medical practice is much like an alternative investment [AI], or alternate asset class in, two respects.
First, it provides the work environment that generates personal income which has been considered generous, to date.
Second, it has inherent appreciation and sales value that can be part of an exit (retirement) or succession planning transfer strategy.
Conclusion
So, unlike the emerging thought that offers Social Security payments as a surrogate for an asset classes; or a federally insured AAA bond – a medical practice might also be considered by some folks as an asset class within a well diversified modern investment portfolio.
SPEAKING: Dr. Marcinko will be speaking and lecturing, signing and opining, teaching and preaching, storming and performing at many locations throughout the USA this year! His tour of witty and serious pontifications may be scheduled on a planned or ad-hoc basis; for public or private meetings and gatherings; formally, informally, or over lunch or dinner. All medical societies, financial advisory firms or Broker-Dealers are encouraged to submit a RFP for speaking engagements: MarcinkoAdvisors@outlook.com
The vast majority of physicians and medical professionals major in one of the hard science while in college; biology, engineering, chemistry, mathematics, computer science or physics; etc. Few take undergraduate courses in finance, business management, securities analysis, accounting or economics; although this paradigm is changing with modernity. These course are not particularly difficult for the pre-medical baccalaureate major, they are just not on the radar screen for time compressed and highly competitive students; nor are they needed for medical or nursing school admission, or the many related allied health professional schools.
In fact, William C. Roberts MD, originally from Emory University in Atlanta, and former editor for the Baylor University Medical Center Proceedings and The American Journal of Cardiology, opined just a decade ago:
“Of the 125 medical schools in the USA, only one of them to my knowledge offers a class related to saving or investing money.”
And so, it is important to review some basic principles of economics, finance and accounting as they relate to financial planning in thees two textbooks; and this ME-P.
Financial Modeling is one of the most highly valued, but thinly understood, skills in financial analysis. The objective of financial modeling is to combine accounting, finance, and business metrics to create a forecast of a company’s future results.
According to Jeff Schmidt, a financial model is simply a spreadsheet, usually built in Microsoft Excel, that forecasts a business’s financial performance into the future. The forecast is typically based on the company’s historical performance and assumptions about the future and requires preparing an income statement, balance sheet, cash flow statement, and supporting schedules (known as a three-statement model, one of many types of approaches to financial statement modeling). From there, more advanced types of models can be built such as discounted cash flow analysis (DCF model), leveraged buyout (LBO), mergers and acquisitions (M&A), and sensitivity analysis
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DEFINED TERMS
Discounted Cash Flow (DCF): A valuation method used to estimate the value of an investment based on its expected future cash flows, adjusted for the time value of money. It’s like deciding whether a treasure chest is worth diving for now, based on the gold coins you’ll be able to cash in later.
Sensitivity Analysis: This involves changing one variable at a time to see how it affects an outcome. Imagine tweaking your coffee-to-water ratio each morning to achieve the perfect brew strength.
Budget – A budget is the amount of money a department, function, or business can spend in a given period of time. Usually, but not always, finance does this annually for the upcoming year.
Rolling Forecast – A rolling forecast maintains a consistent view over a period of time (often 12 months). When one period closes, finance adds one more period to the forecast.
Topside – A topside adjustment is an overlay to a forecast. This is typically completed by the corporate or headquarter team. As individual teams submit a forecast, the consolidated result might not make sense or align with expectations. When this occurs, the high-level teams use a topside adjustment to streamline or adjust the consolidated view.
Monte Carlo Simulation: Picture yourself at the casino, but instead of gambling your savings away, you’re using this technique to predict different outcomes of your business decisions based on random variables. It’s like playing financial roulette with the odds in your favor.
What-If Analysis: Ever daydream about what would happen if you took that leap of faith with your business? This tool allows you to explore various scenarios without risking a dime. It’s like trying on outfits in a virtual dressing room before making a purchase.
Leveraged Buyout (LBO) Model: This is a bit like orchestrating a heist, but legally. It’s about acquiring a company using borrowed money, with plans to pay off the debts with the company’s own cash flows. High stakes, high rewards.
Mergers and Acquisitions (M&A) Model: Picture two puzzle pieces coming together. This model evaluates how combining companies can create a new, more valuable entity. It’s the corporate version of a matchmaker.
Three Statement Model: The holy trinity of financial modeling, linking the income statement, balance sheet, and cash flow statement. It’s like weaving a tapestry where each thread is crucial to the overall picture.
Capital Asset Pricing Model (CAPM): A formula that calculates the expected return on an investment, considering its risk compared to the market. It’s like choosing the best roller coaster in the park, balancing thrill and safety.
Cash Flow Forecasting: This is your financial weather forecast, predicting the cash flow climate of your business. It helps you plan for sunny days and save for the rainy ones.
Cost of Capital: The price of financing your business, whether through debt or equity. It’s like the interest rate on your growth engine, pushing you to maximize every dollar invested.
Debt Schedule: A timeline of your business’s debts, showing when and how much you owe. It’s your roadmap to becoming debt-free, one milestone at a time.
Equity Valuation: Determining the value of a company’s shares. It’s like assessing the worth of a rare gemstone, ensuring investors pay a fair price for a piece of the treasure.
Financial Leverage: Using debt to amplify returns on investment. It’s like using a lever to lift a heavy object, increasing force but also risk.
Forecast Model: A crystal ball for your finances, projecting future performance based on past and present data. It’s your guide through the financial wilderness, helping you navigate with confidence.
Operating Model: A detailed blueprint of how a business generates value, mapping out operational activities and their financial impact. It’s like laying out the inner workings of a clock, ensuring every gear turns smoothly.
Revenue Growth Model: This tracks potential increases in sales over time, charting a course for expansion. It’s like plotting your ascent up a mountain, anticipating the effort required to reach the summit.
Posted on April 8, 2025 by Dr. David Edward Marcinko MBA MEd CMP™
ACCOUNTABLE CARE ORGANIZATIONS
Realizing Equity, Access, and Community Health
By Staff Reporters
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Model Overview
The ACO REACH Model provides novel tools and resources for health care providers to work together in an ACO to improve the quality of care for people with Traditional Medicare. REACH ACOs are comprised of different types of providers, including primary and specialty care physicians.
The ACO REACH Model makes important changes to the previous Global and Professional Direct Contracting (GPDC) Model which include:
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Promote Provider Leadership and Governance. The ACO REACH Model includes policies to ensure doctors and other health care providers continue to play a primary role in accountable care. At least 75% control of each ACO’s governing body generally must be held by participating providers or their designated representatives, compared to 25% during the first two Performance Years of the GPDC Model. In addition, the ACO REACH Model goes beyond prior ACO initiatives by requiring at least two beneficiary advocates on the governing board (at least one Medicare beneficiary and at least one consumer advocate), both of whom must hold voting rights.
Protect Beneficiaries and the Model with More Participant Vetting, Monitoring and Greater Transparency. CMS will ask for additional information on applicants’ ownership, leadership, and governing board to gain better visibility into ownership interests and affiliations to ensure participants’ interests align with CMS’s vision. We will employ increased up-front screening of applicants, robust monitoring of participants, and greater transparency into the model’s progress during implementation, even before final evaluation results, and will share more information on the participants and their work to improve care. Last, CMS will also explore stronger protections against inappropriate coding and risk score growth.
Posted on April 5, 2025 by Dr. David Edward Marcinko MBA MEd CMP™
WARNING – WARNING
By Dr. DavidEdwardMarcinko; MBA MEd
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According to www.NPR.org, there are more than120,000 health care forums on the Internet with opinions ranging from pharmaceuticals, to sexual dysfunction, to acne. The same goes for commercial doctor blogs that promote lotions, balms and potions, diets and vitamins, minerals, herbs, drinks and elixirs, or various other ingest-ants, digest-ants or pharmaceuticals, etc.
And, to other doctors, the blogging craze is a new novelty where there are no rules, protocols, standards or precise figures on how many “medical-doctor” or related physician-blogs are “out there.” Unfortunately, too many recount gory ER scenes, or pictorially illustrate horrific medical conditions, or serious and traumatic injuries. Of course, others simply are medical practice websites, or those that entice patients into more lucrative plastic surgery or concierge medical practices. Some are from self-serving/credible plaintiff-seeking attorneys wishing to assist patients.
Not all physician blogs are geared toward practice information, marketing or medical sensationalism. In fact, just the opposite seems to be the case in extremely candid blogs, like “Ranting Docs”, “White Coat Rants,” “Grunt Docs”, “Cancer Doc,” “The Happy Hospitalist,” “Mom MD”, “Cross-Over Health”, “Angry Docs” and “M.D.O.D.,” which bills itself as “Random Thoughts from a Few Cantankerous American Physicians.”
According to some of these, they are more like personal journals, or public diaries, where doctors vent about reimbursement rates, difficult cases, medical mistakes, declining medical prestige and control, and/or what a “bummer” it is to have so many patients die; not pay, or who are indigent, noncompliant. We call these the “disgruntled doctor sites.” Some even talk about their own patients, coding issues, or various doctor-patient shenanigans.
But, according to psychiatrist and blogger Dr. Deborah Peel and others, the problem with blogging about patients is the danger that one will be able to identify themselves – the doctor – or that others who know them will be able to identify them.” Her affiliation, Patient Privacy Rights, rightly worries that patients might track back to the individual, and adversely affect their employment, health insurance or other aspects of life.
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And, according to Dr. Jay S. Grife; MA Esq., it is certainly true that if a doctor violates a patient’s privacy there could be legal consequences. Under HIPAA, physicians could face fines or even jail time. In some states, patients can file a civil lawsuit if they believe a doctor has violated their privacy. Still, internet privacy issues are an evolving gray-area that if not wrong, may still be morally and ethically questionable [personal communication].
Our colleague Robert Wachter MD, author of the blog called “Wachter’s World,” says it’s important for doctors to be able to share cases, as long as they change the facts substantially. On the other hand, the author of “Wachter’s World” and a leading expert on patient safety alternately suggests “You might say we as doctors should never be talking about experiences with our patients online or in books or in articles.” But, he says that “patients shouldn’t take all the information on blogs at face value. Taken for what they are — unedited opinions, and in some cases entertainment — blogs can give readers some useful insight into the good, the bad and the ugly of the medical profession”. Link: http://www.the-hospitalist.org/blogs
Well, fair enough! But, doctors unhappy with their current medical career choice, or its modern evolution, should probably consider counseling or even career change guidance, re-education and re-engineering. It is very inappropriate to vent career frustrations in a public venue. It’s far better for the blog to be private and/or by invitation only; if at all [Personal communication].
We believe that a hybrid mash-up of both views can be wholly appropriate, or grossly inappropriate in some cases. Of course the devil is in the details; linguistics and semantics aside. Nevertheless; what is not addressed in electronic physician “mea-culpas” are the professional liability risks and concerns that are evolving in this quasi-professional, quasi-lay, communication forum.
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Example: We have seen medical mistakes, and liability admissions of all sorts, freely and glibly presented. In fact,
“Some physicians find that the act of liability blogging as a professional confession that is useful in moving past their malpractice mistakes. And, it is also a useful way to begin a commitment to a better professional life of caring in the future. It helps eliminate the toxic residue and angst of professional liability and guilt. Moreover, as they are unburdened of past acts of omission or commission, doctors should remember to also forgive those who have wronged them. This helps greatly with the process and brings additional peace.”
However, although some may say that this electronic confession is good for the soul, it may not be good for your professional liability carrier, or you, when plaintiff’s attorneys release a legion of IT focused interns, or automated bots, searching online for your self-admissions and scouring for your self-incriminations. Of course, a direct connection to a specific patient may still not be made and no HIPAA violation is involved. But, a vivid imagination is not need needed to envision this type of blind medical malpractice discovery deposition query even now.
QUESTION:“Doctor Smith, I noted all the medical errors admitted on your blog. What other mistakes did you make in the care and treatment of my client?”
And so, the question of plausible deniability, or culpability, is easily raised. If you must journalize your thoughts for sanity or stress release; do it in print. And, don’t tell anyone about it so the diary won’t be subpoenaed. Then tear it up and throw it away. Remember, with risk management, “It is all about credibility.” Don’t trash yours! These thoughts may be especially important if you covet a medical career as a researcher, editor, educator, medical expert or something other than a working-class or employed physician.
SPEAKING: Dr. Marcinko will be speaking and lecturing, signing and opining, teaching and preaching, storming and performing at many locations throughout the USA this year! His tour of witty and serious pontifications may be scheduled on a planned or ad-hoc basis; for public or private meetings and gatherings; formally, informally, or over lunch or dinner. All medical societies, financial advisory firms or Broker-Dealers are encouraged to submit a RFP for speaking engagements: CONTACT: MarcinkoAdvisors@outlook.com
Profitability ratios measure a company’s ability to generate income relative to revenue, balance sheet assets, operating costs, and equity. Common profitability financial ratios include the following:
The gross margin ratio compares the gross profit of a company to its net sales to show how much profit a company makes after paying its cost of goods sold:
Gross margin ratio = Gross profit / Net sales
The operating margin ratio, sometimes known as the return on sales ratio, compares the operating income of a company to its net sales to determine operating efficiency:
Operating margin ratio = Operating income / Net sales
The return on assets ratio measures how efficiently a company is using its assets to generate profit:
Return on assets ratio = Net income / Total assets
The return on equity ratio measures how efficiently a company is using its equity to generate profit:
Return on equity ratio = Net income / Shareholder’s equity
Patient satisfaction occurs when patient perceptions exceed their expectations. They get an intangible “something extra” from their visit, above what they paid for. When patient expectations match their perceptions, mutual obligations are fulfilled, making both practitioner and patient “break-even”.
The clinical result, within a relevant range, is only part of the patient’s perceptions. Numerous sub-conscious impressions comprise the remainder. We’ve all had patients love us despite a less than optimal result. We’ve all had patients angrily leave the practice over some non-clinical matter like a trivial billing dispute. A patient’s perception of any health care service is colored by a vast array of prior experiences that set up current expectations. The patient is pleased to the extent that his current perceptions exceed his/her pre existing expectations. This encompasses far more than the clinical result (within a relevant range), and includes such non-treatment issues as the demeanor of the staff, condition of the physical premises, psychological comfort during the visit, etc.
Remember, all patients talk about you anyway. In the past, a happy patient told four others about what a nice doctor you are. Today, patients post website comments or blogs immediately after their visits. They are more likely to complete treatment and follow instructions, thus obtaining a better medical outcome, and, generating additional fees for the practice. They pay quicker, cause less bad-debt and help create a pleasant environment for us to work in.
An unhappy patient vehemently tells nine others, onground or online, what a nasty greedy rip-off artist you are. Sad, but true! They are not as likely to complete treatment, thus incurring a less than optimal result, and generate fewer fees. They pay slower, if at all, create a stressed environment and detrimentally affect the attitude of other patients in the office.
Try to eliminate problems that might cause negative perceptions (i.e., a filthy restroom) and implement controls that help assure positive perceptions. Patient satisfaction is a soft managerial science. It is a numbers game. Most patients don’t pre-define what would be “acceptable” from this encounter, but have vaguely defined ranges of prior expectations anyway, gleaned from a lifetime of health care related experience. Any variance between these this “acceptable” range of expectations and each trivial encounter invokes some degree positive or negative feeling in the patient.
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The total perception of the office experience is an aggregate of multiple trivial, often subliminal, observations. Patient satisfaction is an intangible and amorphous process complicated by:
Inter patient variables: Significant differences between patients in their “expectations”. Intra patient variables: A single patient can perceive the same thing or situation differently at different times, depending on uncontrollable variables like mood, or, context of occurrence which may (sometimes and/or partially) be controllable by the practice. Luck of the draw” in physical variables: Does Sally or Mary escort the patient to the exam room? Was it the blue or green exam room? Did the last patient to use the rest room, five minutes ago, leave a disgusting mess? Heterogeneous staff variables: Even with appropriate training, people are not machines and have their own quirks.
ASSESSMENT
By proactively anticipating the entire visit, from the patient’s perspective, the practitioner can structure and arrange things such that most patients have, mostly positive perceptions, most of the time. This can be done despite all the potential hetero-genicity of the above factors. Patient satisfaction can be improved in any office, and can be done by anyone.
CONCLUSION
Because patient satisfaction is a multi-faceted amorphous subject, there are multiple correct approaches to the subject and no “cook book” recipe on how to proceed. Try and get the big picture. Identify the worst areas and fix them. Identify the best areas and reinforce them. Proceed slowly. It can be done one facet at a time. Adapt things to your own managerial style and personality. Be completely open to suggestion and change.
Finally, be aware that patient relationship and satisfaction implementation strategies frequently overlap.
SPEAKING: Dr. Marcinko will be speaking and lecturing, signing and opining, teaching and preaching, storming and performing at many locations throughout the USA this year! His tour of witty and serious pontifications may be scheduled on a planned or ad-hoc basis; for public or private meetings and gatherings; formally, informally, or over lunch or dinner. All medical societies, financial advisory firms or Broker-Dealers are encouraged to submit a RFP for speaking engagements: MarcinkoAdvisors@outlook.com
On March 15th, 2025, President Donald Trump signed a continuing resolution (CR) that avoided a government shutdown and funds the federal government for the rest of the fiscal year, i.e., through September 30th, 2025.
Perhaps more notable than what was included in the spending bill was what was once again excluded. While the COVID-era tele-health waivers were temporarily extended, Medicare physician payment rates were not addressed, meaning physicians will continue experiencing a 2.93% pay cut for 2025.
This Health Capital Topics article discusses the healthcare provisions included in and excluded from the CR, and the impacts on healthcare providers. (Read more…)
Posted on April 2, 2025 by Dr. David Edward Marcinko MBA MEd CMP™
By Ann Miller RN MHA CPHQ CMP™
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Finally … Fiduciary second investing and financial planning opinions right here!
Telephonic or electronic advice for medical professionals that is:
Objective, affordable, medically focused and financially personalized
Rendered by a pre-screened financial consultant for doctors and medical professionals
Offered on a pay-as-you-go basis, by phone or secure e-mail transmission
The iMBA Discussion Forum™ is a physician-to-financial advisor telephone or e-mail portal that connects independent financial professionals to doctors, nurses or healthcare executives desiring affordable and unbiased financial planning advice.
Medical professionals and healthcare executives can now receive direct access to pre-screened iMBA professionals in the areas of Investing, Financial Planning, Asset Allocation, Portfolio Management, Insurance, Mortgage and Lending, Human Resources, Retirement Planning and Employee Benefits. To assist our medical professional and healthcare executive members, we can be contracted with per-minute or per-project fees, and contacted by client phone, email or secure instant messaging.
Suppose that in a new Accountable Care Organization [ACO] contract, a certain medical practice was awarded a new global payment or capitation styled contract that increased revenues by $100,000 for the next fiscal year. The practice had a gross margin of 35% that was not expected to change because of the new business. However, $10,000 was added to medical overhead expenses for another assistant and all Account’s Receivable (AR) are paid at the end of the year, upon completion of the contract.
Cost of Medical Services Provided (COMSP):
The Costs of Medical Services Provided (COMSP) for the ACO business contract represents the amount of money needed to service the patients provided by the contract. Since gross margin is 35% of revenues, the COMSP is 65% or $65,000. Adding the extra overhead results in $75,000 of new spending money (cash flow) needed to treat the patients. Therefore, divide the $75,000 total by the number of days the contract extends (one year) and realize the new contract requires about $ 205.50 per day of free cash flows.
Assumptions
Financial cash flow forecasting from operating activities allows a reasonable projection of future cash needs and enables the doctor to err on the side of fiscal prudence. It is an inexact science, by definition, and entails the following assumptions:
All income tax, salaries and Accounts Payable (AP) are paid at once.
Durable medical equipment inventory and pre-paid advertising remain constant.
Gains/losses on sale of equipment and depreciation expenses remain stable.
Gross margins remain constant.
The office is efficient so major new marginal costs will not be incurred.
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Physician Reactions:
Since many physicians are still not entirely comfortable with global reimbursement, fixed payments, capitation or ACO reimbursement contracts; practices may be loath to turn away short-term business in the ACA era. Physician-executives must then determine other methods to generate the additional cash, which include the following general suggestions:
1. Extend Account’s Payable
Discuss your cash flow difficulties with vendors and emphasize their short-term nature. A doctor and her practice still has considerable cache’ value, especially in local communities, and many vendors are willing to work them to retain their business
2. Reduce Accounts Receivable
According to most cost surveys, about 30% of multi-specialty group’s accounts receivable (ARs) are unpaid at 120 days. In addition, multi-specialty groups are able to collect on only about 69% of charges. The rest was written off as bad debt expenses or as a result of discounted payments from Medicare and other managed care companies. In a study by Wisconsin based Zimmerman and Associates, the percentages of ARs unpaid at more than 90 days is now at an all time high of more than 40%. Therefore, multi-specialty groups should aim to keep the percentage of ARs unpaid for more than 120 days, down to less than 20% of the total practice. The safest place to be for a single specialty physician is probably in the 30-35% range as anything over that is just not affordable.
The slowest paid specialties (ARs greater than 120 days) are: multi-specialty group practices; family practices; cardiology groups; anesthesiology groups; and gastroenterologists, respectively. So work hard to get your money, faster. Factoring, or selling the ARs to a third party for an immediate discounted amount is not usually recommended.
3. Borrow with Short-Term Bridge Loans
Obtain a line of credit from your local bank, credit union or other private sources, if possible in an economically constrained environment. Beware the time value of money, personal loan guarantees, and onerous usury rates. Also, beware that lenders can reduce or eliminate credit lines to a medical practice, often at the most inopportune time.
4. Cut Expenses
While this is often possible, it has to be done without demoralizing the practice’s staff.
5. Reduce Supply Inventories
If prudently possible; remember things like minimal shipping fees, loss of revenue if you run short, etc.
6. Taxes
Do not stop paying withholding taxes in favor of cash flow because it is illegal.
Hyper-Growth Model:
Now, let us again suppose that the practice has attracted nine more similar medical contracts. If we multiple the above example tenfold, the serious nature of potential cash flow problem becomes apparent. In other words, the practice has increased revenues to one million dollars, with the same 35% margin, 65% COMSP and $100,000 increase in operating overhead expenses.
Using identical mathematical calculations, we determine that $750,000 / 365days equals $2,055.00 per day of needed new free cash flows! Hence, indiscriminate growth without careful contract evaluation and cash flow analysis is a prescription for potential financial disaster.
SPEAKING: Dr. Marcinko will be speaking and lecturing, signing and opining, teaching and preaching, storming and performing at many locations throughout the USA this year! His tour of witty and serious pontifications may be scheduled on a planned or ad-hoc basis; for public or private meetings and gatherings; formally, informally, or over lunch or dinner. All medical societies, financial advisory firms or Broker-Dealers are encouraged to submit a RFP for speaking engagements: CONTACT: MarcinkoAdvisors@outlook.com
In the latest iteration of Trump Administration healthcare cuts, the Centers for Medicare & Medicaid Services (CMS) announced on March 12th, 2025 that four Center for Medicare and Medicaid Innovation (CMMI) payment models would be sunset at the end of 2025, earlier than originally scheduled.
Cutting these models, which decision was based on “a comprehensive and data-driven review of [CMS’s] model portfolio,” are anticipated to save nearly $750 million (although the source of these savings was not detailed).
This Health Capital Topics article discusses the models being ended and the impact on healthcare stakeholders. (Read more…)
Posted on March 31, 2025 by Dr. David Edward Marcinko MBA MEd CMP™
[Reviewing Terms, Conditions and Selling Agreements]
By Dr. Charles F. Fenton III JD
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Dealing with many issues concerning the actual contract that affect the purchase or sale of a medical practice can be daunting. For example, this chapter will not deal with issue of determining whether or not a physician should retire. Nor will it determine the proper Fair Market Value [FMV] of the practice. However, physicians may be assisted in both instances by a medically focused financial advisor, or valuation specialist. [AVA, CPA-CVA, Certified Medical Planner™; etc] working in conjunction with an experience health care contract attorney to act as an advocate and determine certain contingencies that might occur, and protect him/her from them.
THE PARTIES
The first determination is whether the party at interest is an individual, group of individuals, or an entity (such as a partnership, limited liability partnership, limited partnership, limited liability company, or corporation – whether an S corporation, C corporation or a professional corporation). In many instances, even if the party at interest is an individual is an entity, the individual or individuals behind the entity should be made parties to the agreement.
From the buyer’s perspective, the purchase of a medical practice is a highly person-oriented business. The practice value depends much upon the personality of the current treating physicians. If the current treating physicians are also the owners of the entity, then binding those individuals (especially as applies to the restrictive covenant) is of primary importance.
If the current treating physicians are not owners of the entity, but rather employees, then a determination of whether they will continue in their same positions or whether the buyer will be taking over the treatment of patients becomes the prime focus. If the current treating physicians will be continuing in their same positions, then their current employment contract must be reviewed to determine whether the rights of the seller will accrue to the buyer.
If the rights of the seller will not accrue to the buyer, then the Purchase and Sale Agreement must have a provision that makes the continued employment of those current-treating physicians a condition to consummation of the sale. In such instances, the new employment agreement might be an exhibit to the main agreement and executed contemporaneously with the main agreement.
If the current treating physicians will not be continuing in their same position and if the purchaser will be assuming treatment of the patients, then the main agreement must provide for the dissolution of the employment agreement and provision must be made for restricting the ability of those physicians from competing with the buyer. If the employment contract with the seller contains a restrictive covenant, then the buyer must ensure that such covenants will accrue to the buyers benefit. Otherwise, the buyer should insist that those physicians sign restrictive covenants. In such an instance, a portion of the purchase price may need to be allocated towards the consideration for those restrictive covenants and paid directly to those physicians.
DATE OF AGREEMENT AND CLOSING DATE
In general, it usually does not matter when the agreement is dated. It should usually be dated once all the terms are agreed to and the parties desire to bind each other and to be bound. In certain instance, the parties may have reached an agreement, but certain issues (such as the obtaining of a state license to practice medicine) may be outstanding. In such a case, then an option can be given by either the seller or the buyer to bind the other to sell or buy the practice upon exercise of the option. Giving an option can also push the agreement date into the future. The option will usually be given with token consideration (e.g., one hundred dollars) and will have a fixed expiration date (e.g., thirty to ninety days).
The determination of the closing date is more important than the date that the agreement is dated. Just like in the purchase of a house where certain issues (such as obtaining a mortgage and home inspection) must occur before closing, in the purchase of a practice, there may be certain issues which require time to undertake before the actual transfer can be consummated. For example, the buyer may still need to obtain financing or the landlord may need to approve the assignment of the lease.
RECITALS
The recitals – or “whereas” clauses – traditionally enunciate the reasons the parties are entering into the agreement. In the sale of the practice the recitals may simply state that the buyer wishes to buy the practice and the seller wishes to sell the practice. Yet, there is a modern growing tendency among contract attorneys to eliminate the “whereas” clauses as some attorneys feel that such language is antiquated. In such instances, the agreement will simply have a paragraph or two delineation of the “Purpose” of the agreement.
ARTICLES, SECTIONS, AND PARAGRAPHS
The agreement will often be divided and numbered in some logical fashion, either into articles, sections, paragraphs, or a combination of these. The reason for doing so is twofold. First, it allows ready reference to the numbered paragraph, and secondly it allows the agreement to be divided and grouped in logical associations.
BINDING THE PARTIES
The first paragraph of the first article will often bind the seller to sell and the buyer to buy the practice under the terms of the agreement. The rest of the agreement simply spells out those terms.
WHAT IS PURCHASED?
The agreement must disclose the items which are being transferred and the items which are not considered part of the agreement. This section should be crystal clear, so that anybody reading the contract (and hence a court which may be called upon to enforce the contract) and not privy to the preliminary negotiations will know what is part of the agreement and what is not part of the agreement.
[1] Sale of Stock vs. Sale of Assets
In most cases, well-informed financial advisors [FAs] will recommend that the buyer solely purchase the assets of the practice and not the stock of the practice. By purchasing selected assets, the buyer is ensured that he will not become responsible for the known or unknown liabilities of the corporation. In prior days, avoiding purchasing the stock of the corporation was a wise recommendation.
However, with the advent of managed care, the purchase of the stock of the corporation can provide the new practitioner with certain competitive advantages. It may take a new practitioner three to nine months to get onto enough managed care panels to make the practice profitable. Purchase of the stock of the corporation ensures the new practitioner of acquiring the Federal Tax Identification Number [TIN], Personal Identification Number [PIN], Drug Enforcement Agency [DEA], Centers for Medicare and Medicaid [CMS], Global Location Number [GLN] , National Provider Identifier [NPI], HIE-Form 834 transmission number, Durable Medical Equipment Number [DME] etc, of the corporate entity. Since most managed care corporations identify providers by the Federal TIN, purchase of the stock of the corporation should allow the new practitioner to be enrolled on managed care panels in a shorter period of time.
[2] Items Purchased
Items purchased often lists the tangible and intangible property of the seller which will be transferred to the buyer. Such items often include:
A detailed inventory of the tangible assets to be purchased;
A detailed listing of the inventory of the practice;
The names and addresses of all of the patients of record treated by the seller;
The patient medical records maintained by seller;
The computer records maintained by seller;
All licenses, permits, accreditation and franchises issued by any federal, state, municipal, or quasi-government authority relating to the use, maintenance or operation of the practice, running to or in favor of seller, but only to the extent that they are accepted by buyer;
All of sellers’ right, title, and interest in and to all real estate and equipment leases, if any, services agreements, employment and professional service contracts relating to the practice but only to the extent that the foregoing are accepted by buyer;
Assignment of lease should be attached and be incorporated to the agreement;
All existing telephone numbers used in connection with the operation of the practice and all yellow page advertising of the practice; and
The goodwill of the practice, which includes seller’s assistance and cooperation in transfer of all sellers’ rights and interests in the practice to buyer and any other intangible assets of the practice not listed in any other category.
Certain items purchased, such as [paper or electronic] medical records, governmental licenses, fax, email, website and telephone numbers have special considerations as discussed below.
[3] Medical Records
The seller should protect its future need to use the transferred patient medical records. In the current managed care environment, providers are subject to strict scrutiny. Even after leaving practice the provider may find himself subject to a government or third party audit or subject to a medical malpractice lawsuit. Therefore, the provider should ensure that the contract allows for him to take future possession of the specific medical record(s) of the practice in order to mount an appropriate defense.
[4] Governmental Licenses
Certain government licenses and permits may be nontransferable. These would include items such as the federal and state employer identification numbers, as these are unique to seller as a corporate entity. Likewise, other items unique to seller include Medicare identification numbers, Medicaid identification numbers, NPIs and UPINs. The buyer would have to purchase the stock of the corporation order to acquire such items, which is another advantage of a stock transaction versus an asset transaction. Likewise, some local business licenses may or may not be transferable.
[5] Telephone and Fax Numbers, Website URLs and Twitter [X] Accounts, etc
Transference of the telephone numbers often requires that a special local telephone company form authorizing transfer of the telephone numbers to the buyer. Often the new owner of the telephone number will also become liable for any current yellow page advertisement monthly fees. It is the same with an URL or website or e-mail address or office Twitter X account, etc.
[6] Items Not Purchased
Items not purchased or “excluded items” often list the personal items of the parties or of the employees of the parties. Such items would often include:
All cash on hand or on deposit;
All accounts receivable generated prior to the closing date;
All prepaid expenses, utility deposits, tax rebates, insurance claims, credits due from suppliers and other allowances after Closing Date;
The personal effects, including but not limited to photographs, diplomas, uniforms, books, mementos, memorabilia, personally owned art and any personal property owned by them;
Life insurance, disability insurance, and disability buy-out insurance on seller;
Motor vehicles used in connection with the practice;
Any or all tangible-intangible assets used in conjunction with another practice of seller; and
All other assets owned by seller other than those specifically described as items purchased.
The exact items transferred will often depend upon the prior negotiations of the parties. For example, the parties may have agreed that the accounts receivable will be transferred with the practice. In such an instance, the accounts receivable will be listed as an item to be purchased.
PURCHASE PRICE AND TERMS
The price of the transaction (or the value of the practice) is often the one item that is aggressively negotiated between the parties. That is because both the buyer and the seller are overly concerned with “how much?” As this chapter demonstrates, there are a lot more details that go into the negotiation and final contract than just the price. The buyer or seller would be doing themselves a disservice to consider the other factors simply “lawyer details.” Many additional terms of the agreement should be considered by one side or the other as “walk-way” conditions. The party that fully adheres to their additional terms is likely to find the other party capitulating to them. This is because the other party will most likely be fixated on the price.
The purchase price should be delineated in the agreement. Furthermore, the method of payment of the purchase price should be delineated. Although the usual method of payment would be cash, there are other methods available as well.
Cash payment can be made by an official bank cashier’s check, by a certified check, by deposit of funds into an escrow account, or by other method agreed upon by the parties.
Non-cash type transactions include loan agreements and exchanges. Exchanges can provide certain tax benefits if the exchange is a “like kind” exchange. A like kind exchange would occur when parties swap practices. For example, a group practice might have several offices. As part of the breakup of the group, the parties might exchange their stock of one office for all of the stock of another office. Like kind exchanges have strict guidelines that must be adhered to or the tax advantages will disappear. The reader is cautioned to get current legal and financial advice prior to the time of exchange.
It is in the seller’s best interest to get all cash at the time of closing. Then the seller can walk away and not worry about the success or failure of his predecessor. The seller will not have to worry about collecting periodic payments. The seller will not have to worry about placing the buyer in default or about eventually having to repossess the practice and begin to practice medicine at that office again. If a seller repossesses a practice, the buyer may have driven the patients away or lost the managed care contracts (why else would the buyer not be able to honor the loan agreement?). So the repossessed practice will have a significantly lower market value – if it is even marketable at that time.
On the opposite end of the spectrum, it is in the buyer’s best interest to get long and lean loan terms. First, by getting loan terms, the buyer will often have to come up with much less initial capital. Second, because of the discussion in the preceding paragraph, the seller has a vested interest in ensuring that the buyer succeeds once the practice changes hands.
If the transaction involves a seller-financed loan, then the agreement should specify the terms. Additionally, a separate loan agreement and security agreement should be attached as exhibits to the agreement. Finally, in order to perfect the security agreement, the lien should be recorded at the local courthouse in accordance to local rules and customs.
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ALLOCATION OF PURCHASE PRICE
The final purchase price will actually be the amalgamation of various assets of the practice. Those assets include the tangible and intangible assets. The tangible assets include the hard assets (such as computers, treatment tables, chairs and furniture, DME and x-ray machines, etc) and the soft assets (such as Q-tips, paper and cotton balls). The intangible assets will include going concern value, goodwill, and the value of any restrictive covenant.
The parties should delineate the allocation of the purchase price amongst those various categories to reach a mutual best fit with the potential tax obligations. The buyer is the one who should strive to make the allocation fit his needs as best as possible.
Generally, the sale of the assets will be ordinary income to the seller and taxed at the seller’s usual rate. The buyer will be able to depreciate the purchased items. However, the characterization of those assets and the allocated portion of the purchase price will determine how much can be depreciated and over what time period the items can be depreciated.
As a general rule, soft assets can be depreciated fully in the year of purchase. Generally, hard assets can be depreciated over a three to seven year time period, depending upon the class of the asset. Also, under Section §179, a certain dollar amount can be “expensed” or deducted in the year of purchase. The sooner and the faster that the assets can be deducted the less current taxes that the buyer will be required to pay. However, intangible assets generally must be deducted over a 15-year period. This prolongs the tax benefits of any payments characterized as such.
Nonetheless, purchase of the assets results in better tax consequences that purchase of the stock of the practice. When stock is purchased, there is no depreciation allowance allocated in the current or subsequent years. Instead, the cost of the stock becomes the “basis” of the buyer in the practice. Any gain or loss from that basis will only have tax benefits or tax consequences in the year that the stock is sold or becomes worthless.
Because of the tax consequences of the characterization of the allocations of the purchase price, it is important that the agreement delineate the portion of the practice price which is allocated to each category. Each party should further agree never to claim a different allocation in any future tax filings. Generally, the soft and hard assets will be valued at their current actual cash value. In no event should the purchase price allocated to the soft and hard assets exceed the actual initial cost that the seller paid for the item. The only exception to the foregoing would be if the sale involved the transfer of an appreciable asset.
LEASE ASSIGNMENT
The agreement should provide that upon closing that the seller will assign the lease to the buyer. The buyer then acquires possession of the premises and assumes responsibility for the lease payments.
Sellers often do not understand that even though they do not practice at the leased premises and even though the buyer is making the lease payments, that the seller still remains liable to the landlord under the original lease. Usually this does not present a problem for the seller. But if the buyer abandons the premises or stops making the lease payments, then the landlord will look to the seller for the lease payments through the expiration of the lease.
If the seller has signed a restrictive covenant, then the seller may find himself in the unenviable position of making lease payments for the premises and prohibited from practicing at the premises. The seller should protect himself from this possibility. Therefore, the seller should ensure that the original agreement contains a provision that if the seller becomes liable under the lease that the seller can enter onto the premises, take possession of the practice and the practice assets and can practice medicine at the location until the seller’s liabilities are extinguished.
INDEMNIFICATION AND EXCLUSION/INCLUSION OF LIABILITIES
During the sale of a medical practice, each party will have certain liabilities that the other party should not assume and should not be required to assume. A mutual indemnification clause will act to ensure that each party remains liable for its own liabilities.
In a medical practice, the most common liability is a claim of medical malpractice against the provider. The seller has an interest in insuring that he is not liable for any claim brought by a patient that resulted after he leaves the practice and the buyer has an interest in insuring that she is not liable for any claim brought by a patient that resulted before she acquired the practice.
There are other areas of liability in the sale of a medical practice that may not be readily apparent. These include premise liability (e.g., slip and fall claims), employment claims (e.g., unemployment liability, sexual harassment, discrimination, and wrongful termination claims), tax claims (e.g., unpaid employment taxes and income or sales tax liabilities), and third party payer claims (e.g., Medicare recoupment claims). Consult your insurance agent to determine whether you can obtain insurance coverage to limit your liability under these clauses.
Medical practitioners should understand the full risk of signing an indemnification or hold harmless clause. If a claim is brought against the other party, then the party giving indemnification can be forced to pay any judgment or settlement incurred by that other party. The party giving indemnification can even be required to pay the other party’s attorney bills. This is an important point that the reader should consider carefully: Even if the other party successfully defends a claim, the indemnifying party can be held liable for the other party’s attorney’s fees. Since attorney fees can mount up rapidly, the indemnifying party can find itself responsible for thousands or even tens or thousands of dollars of attorneys’ fees.
If at all possible, one should never sign an indemnification agreement, whether in the sale of a medical practice, a managed care contract, or even a home security monitoring contract. Sometimes, one has no choice but to assume the risk and sign the contract. If at all possible, one should strive to sign such clauses in a corporate capacity and not in an individual capacity. If that is not possible, then seek insurance to minimize the risk. Indemnification clauses and the potential unlimited risk that they pose is one reason why the professional should undertake a carefully planned asset protection program.
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OTHER FACTORS AND CLAUSES
[A] Integration
As a general rule, once parties have seen fit to put their agreement in writing, then no prior oral agreement regarding the same subject is binding. A paragraph stating that the written agreement contains the entire understanding of the parties simply reflects this rule of contract construction. Such a paragraph also places the parties on notice that any oral representation of the other party that has not been placed in the contract will be worthless.
[B] Construction
At times a court may hold any ambiguities in a contract against the party that prepared the agreement or that had the agreement prepared for them. If the party on the other side of the contract is an individual that was not represented by counsel and especially if that party has had very little business experience (such as a physician or medical provider recently in practice), courts are much more likely to hold ambiguities against the drafter of the agreement.
A paragraph regarding the construction of the agreement and stating that the agreement was formed from negotiation (as opposed to a “take-it-or-leave-it” proposition) can identify for any court constructing the contract that the court should not hold any ambiguities against the drafter. After all, even with negotiated contracts, one party or the other draws up the agreement.
[C] Choice of Law
In the United States today, it is common for parties in different states to have business dealings with each other. Likewise, in the sale of a medical practice, the buyer may begin negotiations in one state and then move to the practice state after consummation of the sale. In a similar vein, following the sale the buyer may move to another state.
In most cases, the various state laws should be similar on the contractual issues involved in the sale of a medical practice. However, a statement in the contract identifying the state whose laws will govern the contract will eliminate one possible source of dispute involving a side issue to the contract. In the vast majority of contracts, the laws of the state where the practice is physically located should be chosen by the parties to govern the contract
[D] Choice of Venue
Just like providing for choice of law, a side issue to the contract can be eliminated by choosing ahead of time the venue to resolve any conflicts that may arise. The venue is simply the place where the conflict will be decided. In most cases, the parties should choose the trial court of the county in which the practice is located.
[E] Survival of Obligations
An agreement to purchase a medical practice contains two aspects. First is the transference of the practice assets in exchange for the purchase price. Second are the various other terms, such as preservation of the medical records. By providing that these obligations survive the closing, each party is assured that the other party will not claim that the actual closing of the agreement extinguished the rights of the parties under the agreement.
[F] No Waiver Clause
A provision providing that a party does not waive its rights unless such a waiver is committed to writing allows a party to be a “nice guy” without risking its future rights. In some instances, if a party does not insist upon full compliance by the other party, then the first party may be considered to have waived its rights and may have no recourse against the other party.
There may be instances when the forbearance to exercise a right under the contract will benefit both parties. For example, if the buyer cannot pay the seller an installment on time, the seller may agree to extend the time for payment of that installment. The no waiver clause allows the seller to refuse to extend the time for payment of a future installment. Without the clause the buyer might be able to argue that the seller had waived its future rights to timely payments.
[G] Notices
There may be various reasons under the contract why one party may need to give a notice to the other party. Most often such notice will be that a party is claiming that the other is in breach of some provision of the agreement.
By specifying the address and method of delivery of any notice, the sending party can be assured that a court will rule that the receiver had actual or constructive notice.
Such a provision should also provide that one type of notice would be a change of address. Such a change of address notification would then supersede the address delineated in the agreement.
In most cases, the agreement should provide that the counsel to the party would receive a copy of any notice. This accomplishes two goals. First, there is a greater likelihood that the receiving party would receive actual notice. If the receiving party had moved and had failed to provide notice of the change of address, then the party’s counsel would have received the notice. Secondly, the party’s counsel would have received the notice in a timely manner and could take any immediate action that may be necessary.
[H] Severability Clause
A severability clause helps to ensure that if one provision is held by a court to be illegal or unenforceable, then the offending clause will be stricken from the agreement and the parties will be held to the agreement without the clause.
Without a severability clause, if a court finds that one provision of the agreement illegal or unenforceable, then the court has the power to strike down the entire agreement. Although even with a severability clause a court could strike down the entire agreement, the severability clause tells the court that the intent of the parties was that only the offending clause be stricken and essentially asks the court to honor the parties’ intent.
[I] Further Assurances Clause
After execution of the agreement, the parties may discover that certain other documents are necessary to complete the transaction. Unless such documents materially change the meaning and purpose of the agreement, a further assurance clause requires the party of parties to execute and deliver the document.
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CLOSING – SETTLEMENT
The closing or settlement date should be chosen for a mutually time and place. Generally the date will be between 30 and 90 days from the execution of the agreement. This will allow the buyer and the seller adequate time to complete any conditions precedent to closing. At closing, the buyer will tender to the seller the agreed upon funds and will execute any loan and security agreements required under the purchase and sale agreement. If the restrictive covenant also contains a buyer’s covenant, then the buyer will execute that document. The seller will deliver to the buyer a bill of sale for the assets of the practice, will execute the restrictive covenant, will deliver the keys to the practice, and will surrender the assets and the premises to the buyer. Both the buyer and the seller will execute the lease assignment.
Many of the provisions of the agreement will survive the closing. This includes any agreement to prorate expenses not allocated in at the closing, the restrictive covenant agreement, the indemnifications, and any seller’s right maintained in the medical records.
TRANSITION
Both the seller and the buyer have certain interests to protect after the closing which would require the seller to stay with the practice for a period of time following the closing. The seller may have ongoing treatment plans with certain patients (such as post-operative follow-up treatment). The agreement should specify that the seller be allowed to continue at the practice location for the purpose of finishing such treatment plans. Although the buyer may be fully capable of completing such treatment plans, both the buyer and seller should be cognizant that the patient may claim abandonment. Allowing the seller to complete treatment plans in progress will mitigate against any perceived or actual claims of abandonment.
The buyer will want to require the seller to stay with the practice for a certain period of time, usually between three to six months. During that time, the seller will act to introduce the buyer to the current patients and the buyer will begin treatment of any new patients to the practice. In this way, the transition will appear smooth and natural to the current patients.
Of course, during the transition period, the seller will have the right to be paid by the buyer. To avoid misunderstanding, the method of payment should be reduced to writing. Usually the rate of compensation will be the profit margin percentage of the practice allocated to all income collected from the seller’s efforts during the time period in question. An astute negotiator might be able to require the seller to function during the transition period as an implicit condition for the payment of the practice price.
RESTRICTIVE COVENANTS
As part of the purchase price the buyer is paying for intangible assets of the practice. A medical practice is a highly individual based business. The practice depends in large part upon the reputation of the selling physician. For that reason, the buyer must ensure that the seller cannot use that highly individualized asset to compete against the practice for which she has just paid a high sum. The restrictive covenant protects this interest of the buyer.
A restrictive covenant actually contains several covenants to protect the buyer’s interests. These include not only the obvious covenant not to compete, but also a covenant regarding financial interests, a covenant regarding solicitations, and a covenant regarding proprietary information.
The first covenant is the covenant not to compete. In this covenant, the seller agrees not to compete with the practice in the geographic area during the time term of the agreement. This covenant prohibits the seller from actually practicing or from practicing indirectly. For example, the seller could not set up a clinic within the geographic area during the time period and employ a nurse practitioner to treat patients under his medical license.
The next covenant would be the covenant regarding financial interests. In this covenant, the seller is prohibited from investing in a competing business (i.e., medical practice), within the geographic area during the time period. This provision prevents the seller from investing in such a medical practice, even if he does not directly treat patients at that location.
The third covenant would be the covenant regarding solicitation. In this covenant the seller agrees not only to refrain from contacting patients of the practice during the time period, but also to refrain from contacting employees of the practice. If the seller maintains another office location which will not be sold, then the seller should ensure that the agreement provides that the seller is allowed to treat patients which find themselves to that practice location. Otherwise, the seller may be liable for patient abandonment and may also violate managed care contracts.
A final covenant would be a covenant regarding proprietary information. Simply by the fact of operating the practice, the seller has obtained certain proprietary information about the practice. This includes patient lists, accounting information, managed care contracts, and forms and handbooks. The seller should be prohibited from using such knowledge to the detriment of the practice.
[A] Time and Distance
The time and distance covered by the restrictive covenants must be reasonable. If either the time or distance is unreasonable, then a court might strike down the entire restrictive covenant.
A reasonable time is usually between two to five years. A two-year time period should be the minimum that the buyer should insist upon. The purpose of the time period is to allow sufficient time for the practice patients to consider the buyer as their “doctor” and to lose confidence in the selling doctor. For that reason, any time period over five years is likely to be considered an unreasonable restraint.
On the other hand, a reasonable distance depends upon many individual factors. A reasonable distance in an urban area like New York City would most likely be completely unreasonable in rural areas, such as rural Iowa. In most metropolitan areas, a five to ten mile radius from the practice location is likely to be considered reasonable. In rural areas, an entire county or even several contiguous counties may be considered reasonable. The main determination of the reasonableness of the distance factor is the total area from which the practice draws its patients.
Most practice management software programs allow for delineation of the practice patient base determined by zip code. That will provide the parties a starting point from which to negotiate the distance factor of the restrictive covenant.
[B] Buyer’s Covenants
The restrictive covenant should also contain buyer’s covenants, although it may seem counterintuitive that the buyer, having paid the seller tens of thousands of dollars for the practice, should be required to sign buyer’s covenants. However, a buyer’s covenant is an important part of the restrictive covenant. Under the purchase agreement, the seller might retain the right to repossess the practice, the practice assets, and the premises. This is most likely to happen when the seller finances the purchase price and the buyer defaults on the payments. It can also happen when the seller assigns the lease to the buyer and the buyer either abandons the premises or otherwise causes a default under the lease. The seller then remains liable as principle under the lease.
For those reasons, the restrictive covenant should provide that if the seller is required to enter onto the premises and take possession of the practice, then the Seller is relieved of his obligations under the restrictive covenants and the buyer now becomes bound by those same obligations. Such buyer’s covenants will prevent the buyer from abandoning the practice and then setting up a nearby competing practice.
CORPORATE RESOLUTION
Most medical practices being sold are corporate entities. If the transaction is a sale for stock, then the transaction is between private parties – the buyer paying cash and the seller transferring the stock.
However, in those cases where the buyer is purchasing the assets of the corporate practice, then the corporation must take certain prerequisite steps. Generally, a corporation, through its officers and directors, is prohibited from selling significant assets without permission of the shareholders.
For that reason, a shareholder meeting must be held and the shareholders at that meeting must approve a resolution allowing the officers and directors to sell significant assets of the corporation.
ASSESSMENT
The contract regarding the sale of a medical practice is the final agreement of the parties. Such a contract should only be executed after sufficient investigation into the practice and upon consultation with proficient professionals, including attorneys, accountants, FAs and practice management consultants. Understanding the basic terms and conditions of a contract regarding the sale of a medical practice is the first step in successfully negotiating the best agreement possible. Before one can negotiate for a certain provision, one must first be aware of the possibility of such a provision and its possible ramifications.
So, what else can FAs and consultants do to help plan properly for the sale of a medical practice, physician succession planning, and this major life liquidity event? Some experience FAs suggest constructing a “dry run template analysis” so the doctor can envision what life will be like after the sale, and what their corresponding financial needs might be. When the practice is sold, life is very different because many expenses that the practice paid become expenses the doctor now must pay. And so, the use of an astute financial advisor, practice valuation specialist, and healthcare contract attorney is highly advised.
CONCLUSION
As we have seen, the purchase price of a medical practice, although am important part of any sale, should only be considered one element of the negotiations. There are many clauses and provisions of a contract regarding the sale of the medical practice, which if not negotiated favorably should be considered factors to initiate the party to walk away from the sale.
Boundy, Charles: Business Contracts Handbook Gower Pub, NY 2010
Fenton, CF: Contracts Regarding the Sales of a Medical Practice. Financial Planning for Physicians and Healthcare Professionals; Aspen Publishers, New York, NY, 2003.
Hekman, K: Buying, Selling & Merging a Medical Practice. Keneth Hekman, New York 2008.
Walker, Lewis: The Ultimate Transition. Financial Advisor, page 33, 2014.
Schatzki, M: Negotiation Speak: Winning Words and Phrases for Sales, Purchasing, Contract and Other Business Negotiations – All the Dialogue and Skills You Need to Come Out Ahead, Dynamic Negotiations, Chicago, IL 2009.
UCC, Commercial Contracts and Business Law Blog: LexisNexis 2010.
Posted on March 30, 2025 by Dr. David Edward Marcinko MBA MEd CMP™
By Staff Reporters
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Negativity bias is not totally separate from pessimism bias, but it is subtly and importantly distinct. In fact, it works according to similar mechanics as the sunk cost fallacy in that it reflects our profound aversion to losing. We like to win, but we hate to lose even more.
And so, according to cognitive scientist Mackenzie Marcinko PhD, when we make a decision, we generally think in terms of outcomes—either positive or negative. The bias comes into play when we irrationally weigh the potential for a negative outcome as more important than that of a positive outcome.
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Pessimism bias on the other hand, is a cognitive bias that causes people to overestimate the likelihood of negative things and underestimate the likelihood of positive things, especially when it comes to assuming that future events will have a bad outcome.
For example, the pessimism bias could cause someone to believe that they’re going to fail an exam, even though they’re well-prepared and are likely to get a good grade.
According to colleague Dan Ariely PhD, The pessimism bias can distort people’s thinking, including your own, in a way that leads to irrational decision-making, as well as to various issues with your mental health and emotional well being.
In the first month of 2025, hospital revenue and expenses both increased, balancing each other out and resulting in continued steady financial performance for hospitals, according to Kaufman Hall’s January 2025 National Hospital Flash Report.
Revenues grew more quickly in the inpatient setting, as more patients were treated in the hospital and emergency department than in outpatient settings. While expense increases were largely driven by drug costs, the rate of that growth has significantly slowed.
This Health Capital Topics article reviews the report and the current state of hospital operations. (Read more…)
Posted on March 29, 2025 by Dr. David Edward Marcinko MBA MEd CMP™
EDITOR-IN-CHIEF
By Dr. David Edward Marcinko; FACFAS MBA MEd
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NATIONAL PHYSICIANS WEEK
National Physicians Week sets out March 25-31 to honor the healers dedicated to the art of medicine. In 2017, National Physicians Week highlighted the shortage of physicians in the United States against a growing landscape of minorities joining the ranks.
#NationalPhysiciansWeek
“In hindsight, I am proud of what we have accomplished in a short period of time, including raising the recognition of our group and spotlighting the years of sacrifice by those in our profession to serve our patients. We are poised to initiate actionable efforts to engage and educate our physician community.”
Cite: Dr. Kimberly Funches Jackson, President
Today in 2025, let’s explore the invaluable contributions of physicians, celebrate their hard work during National Physicians Week, and highlight the essential role that locum doctors play in enhancing healthcare delivery.
A Week to Honor All Physicians
National Physicians Week is a celebration of the remarkable work that doctors do every single day. From diagnosing complex conditions to providing life-saving treatments, physicians dedicate themselves to improving the health and well-being of their patients. It’s a week for healthcare professionals, patients, and communities to come together and show appreciation for the doctors who make a difference in our lives.
Physicians work long hours, face immense pressure, and make critical decisions daily. Their contributions go beyond the walls of the hospital, as many are also involved in research, teaching, and community outreach.
So, this week, it’s important to acknowledge not only their professional expertise but also the compassion and resilience they exhibit in their work.
SPEAKING: Dr. Marcinko will be speaking and lecturing, signing and opining, teaching and preaching, storming and performing at many locations throughout the USA this year! His tour of witty and serious pontifications may be scheduled on a planned or ad-hoc basis; for public or private meetings and gatherings; formally, informally, or over lunch or dinner. All medical societies, financial advisory firms or Broker-Dealers are encouraged to submit a RFP for speaking engagements: CONTACT: MarcinkoAdvisors@outlook.com
Avram Noam Chomsky is an American professor known for his traditional work in linguistics and political activism. Sometimes called “the father of modern linguistics”, Chomsky is also one of the founders of the field of cognitive science. He is a laureate professor of linguistics at the University of Arizona and an professor emeritus at MIT.
And so, modern linguists today approach their work with scientific rigor and perspective [STEM], although they use methods that were once thought to be solely an academic discipline of the humanities.
Contrary to this humanitarian belief, according to Professor Mackenzie Hope Marcinko PhD of the University of Delaware, linguistics is now multidisciplinary. It overlaps each of the human sciences including psychology, neurology, anthropology, and sociology. Linguists conduct formal studies of sound structure, grammar and meaning, but also investigate the history of language families, and research language acquisition.
Both median and average family net worth surged between 2019 and 2022, according to the U.S. Federal Reserve. Average net worth increased by 23% to $1,063,700, the Fed reported in October 2023, the most recent year it published the data. Median net worth, on the other hand, rose 37% over that same period to $192,900.
You might wonder why the average and median net worth figures are so different. That’s because when you take the average of something, you add together every value in a data set and then divide that figure by the number of individual values.
When calculating a median, you simply look at the middle figure within a data set. That said, an average figure can be significantly higher or lower than a median figure if there are extreme outliers – meaning a group of people with significantly more net worth than the rest of the group can bring the average higher.
Average Net Worth by Age
The average net worth of someone younger than 35 years old is $183,500, as of 2022. From there, average net worth steadily rises within each age bracket. Between 35 to 44, the average net worth is $549,600, while between 45 and 54, that number increases to $975,800. Average net worth surges above the $1 million mark between 55 to 64, reaching $1,566,900.
Average net worth again rises for those ages 65 to 74, to $1,794,600, before falling to $1,624,100 for the 75 and older group. The median net worth within every single age bracket, however, is much lower than the average net worth.
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Physicians [MD/DO]Net Worth by Specialty
A 2023 Medscape report shows the top 10 specialties with the most survey respondents saying they are worth more than $5 million.
SPEAKING: Dr. Marcinko will be speaking and lecturing, signing and opining, teaching and preaching, storming and performing at many locations throughout the USA this year! His tour of witty and serious pontifications may be scheduled on a planned or ad-hoc basis; for public or private meetings and gatherings; formally, informally, or over lunch or dinner. All medical societies, financial advisory firms or Broker-Dealers are encouraged to submit a RFP for speaking engagements: CONTACT: MarcinkoAdvisors@outlook.com
*** Several years ago we noted that far too many mid-career, mature and physician clients using traditional stock brokers, management consultants and “financial advisors”, seemed to be less successful than those who went it alone. These Do-it-Yourselfers [DIYs] had setbacks and made mistakes, for sure. But, the ME Inc,. doctors seemed to learn from their mistakes and did not incur the high management and service fees demanded from general or retail one-size-fits-all “advisors.”
In fact, an informal inverse related relationship was noted, and dubbed the “Doctor Effect.” In other words, the more consultants an individual doctor retained; the less well they did in all disciplines of the financial planning, professional portfolio and investing continuum.
Of course, the reason for this discrepancy eluded many of them as Wall Street brokerages and wire-houses flooded the media with messages, infomercials, print, radio, TV, texts, tweets, and internet ads to the contrary. Rather than self-learn the basics, the prevailing sentiment seemed to purse the holy grail of finding the “perfect financial advisor.” This realization was a confirmation of the industry culture which seemed to be: Bread for the advisor – Crumbs for the client!
And so, we at the the Institute of Medical Business Advisors Inc. (iMBA), and this Medical Executive-Post, formed a cadre’ of technology focused and highly educated doctors, financial advisors, attorneys, accountants, psychologists and educational visionaries who decided there must be a better way for their healthcare colleagues to receive financial planning advice, products and related management services within a culture of fiduciary responsibility.
We trust you agree with this ME Inc philosophy as illustrated in this free white paper available upon request.
PROFESSIONAL PORTFOLIO CONSTRUCTION [Investing Assets and their Management] Subscribe, Read, Like and Refer
Email whiote paper request here:MarcinkoAdvisors@outlook.com
Without proper internal accounting controls, a medical practice [MD, DO, DPM, DDS, DMD] might never reach peak profitability. Internal controls designed and implemented by the physician-owner help prevent bad things from happening.
Embezzlement protection is the classic example. However, internal controls also help ensure good things happen most of the time; according to colleague Dr. Gary Bode; MSA, CPA.
Some Common Embezzlement “Old School” Schemes
Here are some ‘old-school” embezzlement schemes to avoid; however the list is imaginative and endless.
The physician-owner pocketing cash “off the books”. To the IRS, this is like embezzlement to intentionally defraud it out of tax money.
Employee’s pocketing cash from cash transactions. This is why you see cashiers following protocol that seems to take forever when you’re in the grocery check out line. This is also why you see signs offering a reward if he/she is not offered a receipt. This is partly why security cameras are installed.
Bookkeepers writing checks to themselves. This is easiest to do in flexible software programs like QuickBooks, Peachtree Accounting and related financial software. It is one of the hardest schemes to detect. The bookkeeper self-writes and cashes the check to their own name; and then the name on the check is changed in the software program to a vendor’s name. So a real check exists which looks legitimate on checking statements unless a picture of it is available.
Employees ordering personal items on practice credit cards.
Bookkeepers receiving patient checks and illegally depositing them in an unauthorized, pseudo practice checking account, set up by themselves in a bank different from yours. They then withdraw funds at will. If this scheme uses only a few patients, who are billed outside of the practice’s accounting software it is hard to detect. The doctor must have a good knowledge of existing patients to catch the ones “missing” from practice records. Monitoring the bookkeeper’s lifestyle might raise suspicion, but this scheme is generally low profile and protracted. Checking the accounting software “audit trail” shows the required original invoice deletions or credit memos in a less sophisticated version of this scheme.
Bookkeepers writing payroll checks to non-existent employees. This scheme works well in larger practices and medical clinics with high seasonal turnover of employees, and practices with multiple locations the podiatrist-owner doesn’t visit often.
Bookkeepers writing inflated checks to existing employees, vendors or subcontractors. Physician-owners should beware if romantic relationships between the bookkeeper and other practice related parties.
Bookkeepers writing checks to false vendors. This is another low profile, protracted scheme that exploits the podiatrists-owner’s indifference to accounts payable.
Assessment
Operating efficiency, safeguarding assets, compliance with existing laws and accuracy of financial transactions are common goals of internal managerial and cost accounting in medical practice.
CONCLUSION
Hopefully, the above is a good review to prevent common practice embezzlement schemes. Unfortunately, it is a never-ending endeavor.
References: Marcinko, DE: Dictionary of Health Economics and Finance. Springer Publishing Company, NY 2007.
The genetic testing company 23andMe went from biotech superstar to the brink of collapse. And, its most valuable asset might be its controversial customer DNA data trove.
Now, 23andMe filed for bankruptcy late Sunday night and announced the resignation of its chief executive officer Anne Wojcicki who is stepping down from her position but remains on the board of directors.
Wojcicki has so far tried unsuccessfully to rescue the business by buying it back and capping a precipitous fall for the DNA-testing company.
Posted on March 23, 2025 by Dr. David Edward Marcinko MBA MEd CMP™
ByJ. Chris Miller JD
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Your personal and financial life is constantly changing. Significant changes always necessitate the need to review your life. However, a few key events trigger the need to review your estate plan. If any of the events below have occurred since you reviewed your estate plan, see a competent adviser to help you achieve your goals.
Birth of a child or grandchild.
Death of a spouse, beneficiary, guardian, trustee or personal representative.
Marriage of you or your children.
Divorce. (Review beneficiary designations and asset titling)
Move out of state. An estate is settled under the laws of the state in which the decedent resided. Certain provisions of a will that are valid in one state may not be in another.
Change in estate value. A large increase or decrease in the size of an estate may greatly affect some of the strategies that were implemented.
Changes in business. Starting, buying or selling a medical practice or other business has an impact on your estate. The addition or death of a business owner will cause a review.
Tax law changes. EGTRRA has dramatically changed the way we plan for estate taxes. It is important to note that only planning for estate taxes has been effected. Estate planning involves much more than just the motivation to reduce or eliminate taxes. Assuring that your family is financially taken care of, that children have the opportunity to go to college, that your debts are paid, that charitable desires are achieved, provisions for a needy child, proper selection of a guardian, the list goes on. Please do not use the new law as an excuse to not plan your estate.
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OVERHEARD IN THE FINANCIAL ADVISOR’S LOUNGE
From my perspective, estate planning is a team sport, and lawyers rely on financial advisers all the time to spot issues for clients. We do not share the opinion that non-lawyers are incapable of giving good advice.
Posted on March 22, 2025 by Dr. David Edward Marcinko MBA MEd CMP™
By Staff Reporters
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While some medical practitioners and facilities can operate without Professional Liability Insurance coverage, one business related insurance that cannot / should not be avoided is Worker’s Compensation. Employers in all but seven states – so-called “monopolistic” states because they have their own state funds, are under statutory obligation to provide coverage for their employees. Historically, Worker’s Compensation pre-dates Social Security entitlements and well before the emergence of employer sponsored group benefits.
The coverage under worker’s compensation provides for lost income due to on-the-job accidents or work-related disability or death and the amount of benefits vary by state. In some instances, the coverage will reimburse the employee for medical expenses incurred with the accident.
The four general benefits covered under Worker’s Compensation are:
Medical Care – for expenses incurred usually without limitations on amount or period of care.
Disability Income – payable for both total and partial disability and is usually based on 66 2/3 percent of their wage base.
Death Benefits – generally fall into two categories; one a flat amount for “burial” insurance; and two, survivor benefits. Though varying by state, these benefits are similar to the disability payment (a percentage of weekly base wages) but may be capped as to total benefit, such as $50,000 or a period, such as 10 years
Rehabilitation Benefits – includes not only medical rehabilitation, but vocational rehabilitation, vocational counseling, retraining or educational benefits, and job placement
Traditionally, the secondary purpose of Worker’s Compensation was to reduce potential litigation because employees accepting the benefits from a Worker’s Compensation claim generally waived their right to sue their employer.
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However, in our litigious society, this “protective shelter” has been severely tested and is crumbling.
Employers may provide their Worker’s Compensation three ways:
Private commercial insurance
State government funds
Self-insurance
Very few factors drive the premium structure – the occupation of the workers is the single most important determinant of premiums. An office worker may have premiums as low as $.10 per hundred of wages and a coal miner may exceed $50.00 per hundred of wages. Generally speaking, however, Worker’s Compensation premiums for the medical profession or healthcare worker are among the lowest available.
Therefore, for the medical practice, some physicians may consider self-insurance because the weekly benefits are typically below $500, thus making this decision attractive.
Alternatively, because officers and owners can elect not to be covered by Worker’s Compensation, the decision to purchase coverage from a private insurance company may afford inexpensive assurance that the benefits will be conveniently provided, and administered, by a private insurance company for their employees.
Posted on March 22, 2025 by Dr. David Edward Marcinko MBA MEd CMP™
A CONTROVERSY?
By Staff Reporters
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DEFINITION
State medical boards are the agencies that license medical doctors, investigate complaints, discipline physicians who violate the medical practice act, and refer physicians for evaluation and rehabilitation when appropriate. The overriding mission of medical boards is to serve the public by protecting it from incompetent, unprofessional, and improperly trained physicians. Medical boards accomplish this by striving to ensure that only qualified physicians are licensed to practice medicine and that those physicians provide their patients with a high standard of care.
The right to practice medicine is a privilege granted by the state. Each state has laws and regulations that govern the practice of medicine and specify the responsibilities of the medical board in regulating that practice. These regulations are laid out in a state statute, usually called a medical practice act. State medical boards establish the standards for the profession through their interpretation and enforcement of this act.
Assembling a quality physician population to meet the needs of the public begins with licensure. During the process of evaluating applicants for medical licensure, state medical boards’ primary focus is on a physician’s qualifications, including undergraduate and graduate medical education, work history, and personal character.
Candidates for licensure also must successfully complete a rigorous examination designed to assess their ability to apply knowledge, concepts, and principles of health and disease that constitute the basis for safe and effective patient care.
The Federation of State Medical Boards of the United States, Inc., and the National Board of Medical Examiners (NBME) have collaborated to establish a single, 3-step examination for medical licensure in the United States, known as the United States Medical Licensing Examination (USMLE). The USMLE provides state medical boards with a common evaluation system for all licensure applicants. To assure the continued relevance of the exam, the NBME uses basic science and clinical faculty from the nation’s medical schools as well as practicing physicians, some of whom serve on state medical boards, to generate the examinations.
“… I am persuaded that licensure has reduced both the quantity and quality of medical practice…It has reduced the opportunities for people to become physicians, it has forced the public to pay more for less satisfactory service, and it has retarded technological development…I conclude that licensure should be eliminated as a requirement for the practice of medicine”
-Milton Friedman, Nobel prize-winning economist
“As a rule, regulation is acquired by the industry and is designed and operated primarily for its benefit”
-George J. Stigler Nobel Prize-winning economist
“Licensing has served to channel the development of health care services by granting an exclusive privilege and high status to practitioners relying on a particular approach to health care, a disease-oriented intrusive approach rather than a preventive approach….By granting a monopoly to a particular approach to health care, the licensing laws may serve to assure an ineffective health care system”
-Lori B. Andrews, Professor of Law, Chicago-Kent College
“Let us allow physicians, hospitals and schools to spring up where they’re needed, abolish the restrictive licensure laws, and simply invoke the laws against fraud to insure honesty among all providers of health care …That will make health care affordable for everyone”
9. We act with honesty, integrity and are always straightforward. 8. We strive to be innovative, creative, iconoclastic, and flexible. 7. We admit and learn from mistakes and don’t repeat them. 6. We work hard always as competitors are trying to catch up. 5. We treat others with dignity and respect. 4. We are the onus of consulting advice for the well being of others. 3. We fight complacency as former success is in the past. 2. The best management styles are timeless, not timely. 1. Our clients are colleagues and always come first.
SPEAKING: Dr. David Edward Marcinko MBA MEd will be speaking and lecturing, signing and opining, teaching and preaching, storming and performing at many locations throughout the USA this year! His tour of witty and serious pontifications may be scheduled on a planned or ad-hoc basis; for public or private meetings and gatherings; formally, informally, or over lunch or dinner. All medical societies, financial advisory firms or Broker-Dealers are encouraged to submit a RFP for speaking engagements.
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CONTACT: Ann Miller RN MHA at: MarcinkoAdvisors@outlook.com
When analyzing a set of financial statements to determine practice value, adjustments (normalizations) generally are needed to produce a clearer picture of likely future income and distributable cash flow. It also allows more of an “apples to apples” line item comparison. This normalization process usually consists of making three main adjustments to a medical practice’s net income (profit and loss) statement.
1. Non-Recurring Items: Estimates of future distributable cash flow should exclude non-recurring items. Proceeds from the settlement of litigation, one-time gains/losses from the selling of assets or equipment, and large write-offs that are not expected to reoccur, each represent potential nonrecurring items. The impact of nonrecurring events should be removed from the practice’s financial statements to produce a clearer picture of likely future income and cash flow.
2. Perquisites: The buyer of a medical practice may plan to spend more or less than the current doctor-owner for physician executive compensation, travel and entertainment expenses, and other perquisites of current management. When determining future distributable cash flow, income adjustments to the current level of expenditures should be made for these items.
3. Non-cash Expenses: Depreciation expense, amortization expense, and bad debt expense are all non-cash items which impact reported profitability. When determining distributable cash flow, you must analyze the link between non-cash expenses and expected cash expenditures.
The annual depreciation expense is a proxy for likely capital expenditures over time. When capital expenditures and depreciation are not similar over time, an adjustment to expected cash flow is necessary. Some practices reduce income through the use of bad debt expense rather than direct write-offs. Bad debt expense is a non-cash expense that represents an estimate of the dollar volume of write-offs that are likely to occur during a year. If bad debt expense is understated, practice profitability will be overstated.
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Balance Sheet Adjustments
Adjustments also can be made to a practice’s balance sheet to remove non-operating assets and liabilities, and to restate asset and liability value at market rates (rather than cost rates). Assets and liabilities that are unrelated to the core practice being valued should be added to or subtracted from the value, depending on whether they are acquired by the buyer.
Examples include the asset value less outstanding debt of a vacant parcel of land, and marketable securities that are not needed to operate the practice. Other non-operating assets, such as the cash surrender value of officer life insurance, generally are liquidated by the seller and are not part of the business transaction.
SPEAKING: Dr. Marcinko will be speaking and lecturing, signing and opining, teaching and preaching, storming and performing at many locations throughout the USA this year! His tour of witty and serious pontifications may be scheduled on a planned or ad-hoc basis; for public or private meetings and gatherings; formally, informally, or over lunch or dinner. All medical societies, financial advisory firms or Broker-Dealers are encouraged to submit a RFP for speaking engagements: CONTACT: MarcinkoAdvisors@outlook.com
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