Three Reasons For Not Calling An Attorney First

Although medical groups come in different sizes and levels of practice complexity, they share a variety of organizational issues that naturally result from two or more professionals working together. The parameters of this association are usually clearly stipulated (or should be) in the group's bylaws and sets of operational policies. These guidelines could include such critical topics as governance structure, employment status, a roadmap to partnership, medical and professional benefits, disability policy, non-compete clause, death benefits, and other stipulations critical to the smooth running of the organization.

Medical groups are dynamic entities that pro-act and re-act to changes in their internal and external environments. Many of the bylaws and policies set years ago may not be adequate anymore and require thoughtful fine-tuning or a complete rewrite. The mechanics involved in these changes depend both on the governance structure of the group and its decision-making culture.

Group leaders entrusted with doing "what is right" also need to balance decisions made with "what is legal." Although decisions reached in the examples above ultimately need careful review by an attorney, with subsequent expert wording in the group’s legal documents, the delicate balance of doing "what is right" and "what is legal" often prompts group leaders and their members to invite attorneys, often too early in my opinion, in discussions in dire need first and foremost of internal distribution and optimal maturation.

My years of leading a large medical group and medical staff organization have taught me that internal tensions most often, if not always, revolve around matters related to group relational and logistical dynamics, not regulatory issues. This is also the case in my current consulting business, where I get invited to assist medical groups and hospital medical staffs on a broad range of issues that include:

• Considering governance structure changes.
• Working part-time or in a job-sharing status.
• Retaining income from activities considered outside the group's core business.
• Planning and implementing leadership succession best practices.
• Evaluating the challenges, risks, and rewards of differential pay models.
• Handling of disruptive, aging, or impaired physicians.
• Assisting with the complex human dynamic of pre and post-mergers, acquisitions, and other partnership models.

In situations where an attorney's involvement in internal group discussions had been premature, I had observed one of two scenarios (and often both) happening:

• Physician-leaders willingly or unwillingly too early abandoning, or some would even say abdicating, their opportunity, if not obligation, to internally discuss and find solutions to matters critical to the long-term success of their group harmony.
• Attorneys aggressively advancing boilerplate solutions that lacked situational specificity.

When organizations reach out to me for assistance with their internal issues, I ask whether they have first followed a path that I consider essential prior to inviting outside parties into the conversation:

• Establish a strong internal dialogue between the group's physicians. Nobody knows the internal dynamic of the group better than these primary stakeholders.
• Consult with other internal stakeholders, including the group's managers and key personnel, as needed.
• Involve affiliated hospitals' medical staffs or administration as decisions made may have a direct impact on services provided to these critical constituencies.
• If external facilitation or expertise is still needed, invite physicians with demonstrated experience in dealing with and solving similar matters.
• Hire an attorney to review the legal and regulatory aspects of decisions made and incorporate those decisions in the group's policies, bylaws, and physician contracts.

You will notice that I have placed outside consultants and attorneys last in the pathway above, with attorneys occupying  the very last slot on purpose. A recent client expressed to me her preference to hire an attorney early during the process of their contemplated deliberation, as "it would save them time" in incorporating changes into the group’s documents. Although I can appreciate the potential timesaving argument, I still believe that involving an attorney too early in the discussion can:

1. Change the collegial dynamic of internal conversations by imparting too much of a "legalese" approach to matters that could otherwise be resolved with a healthy dose of common sense and a steady focus on the long-term common interest of the stakeholders. When decisions are reached, group buy-in is strong and long-lasting.
2. Rely too much on boilerplate decisions that may have worked well in other contexts but do not take into consideration the cultural specificity of the group.
3. Give undue influence to an outside party who has no experience with the actual practice of medicine, with its contingent emotional toll, financial burden, work/life balance challenges, and ongoing demographic changes and priorities.

Through the years, I have worked with many corporate attorneys, and have developed long-lasting friendships with most of them. I have also developed a strong respect for their vast expertise in tax laws and regulations, corporate structuring, contract enforcement when needed, and ethics and compliance counseling. Although I would feel very vulnerable without access to their counsel and undisputed expertise in these areas, I learned early in my career that physician groups' matters of internal dynamic nature, similarly to family relational matters, need not involve an attorney prior to thorough internal venting, robust dialogue, and creative solution finding, specifically adapted to that group's culture and history.

Karim E. Sirgi, MD, MBA, FCAP, owns Sirgi Consulting LLC and offers expertise to medical groups in various aspects of practice management and leadership. Dr. Sirgi is board-certified in anatomic, clinical and cytopathology with additional surgical pathology fellowship training, he also holds an MBA and has 30 plus years of practice and leadership experience in private, academic, and hospital-based pathology and medical staff settings. Among his previously held positions, Dr. Sirgi served as president of the largest multi-specialty pathology group in the Rocky Mountain region and chair of the regional medical staff council for the largest hospital organization in the US. Dr. Sirgi is the immediate past-president of the American Pathology Foundation, the chair of the CAP Practice Management Committee, and the Chief Science Officer of Breath Tech.