Speaker 1: I'm Ernesta Taylor, and I think my job here is a little bit difficult because I have to piggyback off of everybody else's presentation and stick to what's most pertinent to their discussion as it relates to the legal issues that are discussed. And I also feel like I'm the bearer of bad news because I'm the lawyer, and doctors and lawyers don't necessarily get along. I hope you guys like me. The environment that physicians are working in today is not, it's a chaotic one. I shouldn't say it's not a good one, it's just a little bit chaotic, as Mario presented when he first gave his presentation on the circus environment. Because within the past few years, you've been hit with, you know, reduced reimbursements. You have a Healthcare Reform Act that's requiring you to see many, many, many more patients. You have demands for compliance, and if you don't meet them, you'll be penalized. You have new HIPAA and high-tech requirements that require you to provide security and privacy for patient records and information. You have OIG, CMS, RAC, or somebody knocking at your door coming in to do a fraud audit, and you have to know at that moment what to do. Most people don't know what to do, and most people don't have a staff attorney. I don't think you should have one, but you should know what to do if the OIG comes knocking. You've got meaningful use standards that need to be implemented, and you also have the ongoing dynamics of Congress trying to decide what they're going to do with the Healthcare Reform Act and the new budget cuts and sequester. So the environment for physicians right now is tough. Private practice is a tough place to be. I think there's going to be a delineation of what I would consider the older, more established physicians trying to acclimate to the environment that we're in, and the newer physicians that are coming out of school or within the past three years who are able to use the technology that's being required of them in a faster way. We're hoping that by you coming into this course, what you'll be doing is catching up on all levels, whether it's technology, legal, management of your practice operations, and your accounting. From my experience working with physicians, and I, for whatever reason, over the past few years working at this law firm that I'm with, Walker & Twinhoffel, I seem to work with a lot of physicians, and every time they come in, usually with a sales and acquisition matter, the first thing I ask them is for their minute book, and they give me what's, you know, their articles of incorporation, and they say, here you go, and that's it. And I say, no, no, no, you're supposed to have more. There's a book that, you know, has more stuff, and they're, no, no, this is all I've had, and they've been practicing for quite a while, and all they have is a certificate of formation. That is not a minute book, and the reason I'm going through this is because it happens time and time again, and although it seems like, you know, there's that commercial on TV that says, is it Zoom? Zoom info? You don't need a lawyer to set up your business, just call us, get the forms. Legal Zoom, right, legal Zoom, you know, and perhaps you can do that, but there are legal consequences to not being, as you talk about practice management, there are legal consequences to not having your business paperwork in order. You know, your legal structure begins first with deciding what sort of professional entity that you want to have operate under. Whatever you're operating under right now, you may convert to something else, but you need to have it in place, and I believe Ms. Morales could probably talk some about the legal consequences of having certain types of an LLC versus, you know, a professional association, or if you're in a management, some people may be in a management entity that actually manages physicians, then you're looking at a C-corp, you know, S-elections and so forth. There are accounting and tax consequences to the type of entity that you have, and then there's the legal side of it. Physicians have to be in some sort of a professional corporation or organization. Your minute book should consist of a certificate of formation, or what used to be called articles of incorporation, along with bylaws, or some sort of a partnership agreement. You should also have, if required by your governing documents, minutes, okay? When you go to the bank, the bank is going to want a resolution. Who's authorized to sign on your bank accounts? Okay, we talked a little bit about protecting your investment, protecting your money. Well, who has the authority? Your resolution and keeping your corporate books will give you a little roadmap on how to keep track of who has authority to sign on your bank accounts. When the feds come a-knocking, or if it's the state, you know, OIG, come knocking, the first thing they want to do and want to see is your corporate records. They want to know who the principal entity persons are, or individuals that own an interest in this professional organization. And they're going to ask you for them. And yes, you can retroactively go back and try and catch up. You don't want to have to do that because it looks like you're covering up something. It's a bad place to start when you're being investigated where it's an IRS investigation, a Medicare, Medicaid investigation. It's not where you want to be with your corporate records. This is something that can be fixed rather simply, very easily. And one of the things that I'm hoping to do is give you some forms that would allow you to, you know, I understand that physicians don't have a lot of time. And one of the things that we're hoping to do is allow you to have some tools that would help you to inventory your practice and put things in order because of the changing environment. I think we're on the next slide. So what happens when you don't have your corporate books in order is you lose your corporate integrity. What I mean by that is, you know, if you get sued, and this is very important. For example, let me just give you an example. I have a client who has what's called a limited liability partnership, a professional PLLC, professional limited liability partnership. And what their corporate book should look like should be a certificate of formation. They should have a partnership agreement along with some minutes and what I call organizational minutes in their book. Well, all they have is a certificate of formation. And then at some point they did a conversion to an LLC, I believe, limited liability corporation. But they never followed through on all the documentation. When you have a limited liability partnership, that's a registered limited liability partnership, it is necessary every year with the Secretary of State to file a registration to keep it as a limited liability partnership. I'm not talking about your Secretary of State annual $25 or $30 report. That's separate. This is a registration to keep you as a limited liability partnership. The reason it's limited liability partnership is because as each individual partner, you do not want to assume or have imparted to you the liability of another partner, right? So what it does, it keeps everybody separate. You're working together, but you're responsible for your own liability, you know, and torts and so forth. Well, what happened with this particular group is they did not file their registration for five years. What they did not know is that they are now operating as general partners. What that means is they are now responsible for the torts and liabilities and obligations of each other. So if somebody gets sued for malpractice, we're all getting sued for malpractice. If somebody commits sexual harassment, we all committed sexual harassment. And most importantly, because they don't have their corporate books in order, there's something called piercing the corporate veil. All of a sudden, a defendant, a plaintiff can now access your personal assets because a good lawyer will say that you're operating as a sham, not really a corporation. You're not separate from your corporation. You're really a sole proprietor. And if they can pierce that corporate veil, your assets are on the line. Your personal assets are on the line. So legal Zoom is cool. It's nice. But if you don't understand how to maintain the corporate integrity of your practice, your personal assets could be on the line, okay? And that's something I can go into in more detail. We can talk about what's a good standing certificate, involuntary dissolutions. Sometimes you franchise tax reports are required. If you don't file them, you can then be involuntarily dissolved or inactive. Your accountant can help you with that. But all of those things help you maintain the integrity of your corporation. I may be jumping around, but I'm trying to cover everybody's topic here. Policy manuals. I'm kind of jumping to some of the other. We talked about the HR requirements that Mark was going to go over. Policy manuals are important. Again, it seems like you're going to have a lot of stuff, books with dust on them. Let me just say that you want to show that you're using your books. If you get audited by somebody, whether it's the IRS or you have a fraud audit, Medicare, Medicaid fraud audit, you want to show that you're actually using your policy manuals. The worst thing that you can do is to have a policy manual that nobody knows about. It's one thing to say, well, I didn't know what the law was and get some pity from somebody. It's a whole different thing to say, oh, we have a policy manual, but you never bothered to look at it. Now you're intentionally committing some sort of a violation. So if you're going to have a policy manual, then you need to follow up with the proper training. You need to make sure it's used. You need to make sure that your employees are aware of it. And you get them to do that by signing that they received it. And every now and then when you do the annual or periodic evaluations, you ask them questions to make sure that they're keeping up. Again, I keep thinking, but these are physicians I'm talking to. These are physicians. They don't have time. Unfortunately, the environment that we're working in now require physicians to take control of their practices. You have to take control of your practice. You can no longer rely on the office manager. I've heard too many horror stories about office managers. You have to know enough to spot check and be able to go through and see when things are being done correctly. You need to be able to take audits of your practice to know when things are being handled in accordance with your policy manuals. And you need to come up with a system, and I'm hoping that that's what we can provide to you. So as we're looking at policy manuals, included in that will be your policy on the HIPAA high-tech privacy and security of patient records, patient information. To add to all of the, not confusion, but all of the requirements that are required of physicians is the new high-tech rule that just came out in February, which is also now extending the requirement of privacy and security to non-medical providers, like myself, for example. If I'm representing a physician, and whatever the topic or issue or legal matter is, and that physician brings me protected PHI, protected health information, I have to have an agreement with my client on how I'm going to handle that and how I'm going to safeguard that. I am now, you know, required under the law and under Texas law to have certain measures in place in my office to protect that information. How are we going to protect that information has to be done in an agreement. We need to establish, you know, what's going to happen in the event of a disclosure, you know, an unintended disclosure. We need to agree on who's going to provide notice to whom in the event of an, you know, unintended disclosure. And all that is going to be done in what we call the business associates agreement. So your IT person needs to have one. You need to have your leases reviewed to make sure that, you know, your cleaning people don't have access to your patient information. You need to have procedures in place in the event there's an emergency. There's a fire at your office. God forbid emergency people come in. Who are they going to call? What's going to happen? Who's going to get in there and start, you know, knocking stuff out? What's going to happen to your patient? How are you storing those patient records? Let's say you have old records and you want to put them somewhere. Where are you going to put them? You have to have a business agreement with the storage company. Do you use clouds for storage and backup? Well, okay, you make sure that you have a reputable cloud. Otherwise, company, otherwise you stand the risk of somebody going out of business and poof goes your records. In the cloud. In the cloud. And the penalties for that kind of unintentional disclosure or loss, they're high, okay? They're very high and it could be costly. So there's a lot more to think about with your IT person. There's a lot to think about with your CPA. There's a lot even on the marketing side, okay? The new rules that just came out, the high-tech rules that just came out in February, there are requirements in there that if you're receiving remuneration on marketing using patient information, you've got to get, you know, a signature. You've got to get a release, okay? So, again, it all ties together. Anything that you're doing in your office is not going to be done the same as it used to be. And we're hoping that by having this course, we can help you tie all of these new elements and factors and things together so that you can transition your office from the old way to the new way. This slide speaks for itself in that, you know, and we can go into this a little bit more, the type of training that you need for your employees, the enforcement, no need in having policies if you're not going to enforce them, okay? That shows good faith. And then finally, I think Mario gave a good breakdown on some of those issues, but some of the things that I want you to consider, you know, as you manage your practice is that as things, as the dynamics of practicing medicine continues throughout the next few years, sales and acquisitions become an issue or a possible issue for you. Somebody may be wanting to buy you out. That is one of the reasons you want to have your business documents in order. That is why you want to have your practice being managed clean and neat, because at that point it will be a smoother transition. As an attorney, I can tell you, it costs you a whole lot more money when I have to do all the legwork for you. If you come in and everything is nice and neat and I'm just bundling it together and, you know, it goes a lot smoother versus if I have to go chasing documents and putting things together. Again, this is a course where you get a nice little package of not advice. I'm not giving you advice. I take that back, where you can learn what questions to ask and how to handle your practice in a way that's a little bit more efficient and perhaps more conducive to the environment that we're in. Thank you.

Speaker 2: I'd like to say two more things. We have Orlando Julian, who is the VP of Superior HMO, who will be co-teaching with me in the practice management component. And we have Dr. Oscar Cortez, who will be co-teaching with Dr. Hemer, as far as physician leadership section of the course. So I just wanted to introduce those two fellow faculty members so that everyone was aware of who they are and what part of the course they'll be teaching. Thank you.

Speaker 3: What I also wanted to bring to your attention is I pulled up the course page. You can go to our website. Most of you should have received a bifold that has the website information on the back of it. Please visit our website. I pulled up the instructor's names. Basically, if you click on any of those names, it will show you their bios, their background information, and that's important for anyone that's considering attending this training as well. So what I want to assure you is everyone has been handpicked for their experience that they bring to the table, apart from being MBAs themselves. But basically their expertise in terms of how they can help you learn how to manage your practice best. I also want to acknowledge Ms. Cynthia Gonzalez, who has also been a great supporter of this program. And if I left anyone else out, it's not intentional. But I wanted to thank you all for being here. Go to our website. Let your colleagues and your practice partners know about this program. Help them understand what you learned from this. And hopefully we'll be seeing many of you and your network as well at our program that starts on May 18th, next month, actually. Unless anyone has any questions. Anyone has any questions for any of the instructors here?