Ophthalmologist standing in a modern eye clinic beside diagnostic equipment.

Legal Deep Dive

The Page You Send to Your Attorney.

How Verdira separates owning the practice from running the business, and why that split holds up.

13

Factors courts weigh in a control test

4

Leading cases behind the structure

0

Transfer triggers at Verdira's discretion

Ophthalmologist standing in a modern eye clinic beside diagnostic equipment.

Legal Deep Dive

The Page You Send to Your Attorney.

How Verdira separates owning the practice from running the business, and why that split holds up.

13

Factors courts weigh in a control test

4

Leading cases behind the structure

0

Transfer triggers at Verdira's discretion

Ophthalmologist standing in a modern eye clinic beside diagnostic equipment.

Legal Deep Dive

The Page You Send to Your Attorney.

How Verdira separates owning the practice from running the business, and why that split holds up.

13

Factors courts weigh in a control test

4

Leading cases behind the structure

0

Transfer triggers at Verdira's discretion

Not legal advice. This page is for general education and information. It isn't legal, tax, or financial advice, and Verdira Holdings isn't a law firm. Before deciding anything about practice ownership, a management relationship, or a transaction structure, talk with a licensed healthcare attorney in your state.

The Structure

Follow the Money. It stays With You.

Most states follow the corporate practice of medicine doctrine, which lets only a licensed physician own a medical practice. Verdira is built around that rule, so you own the practice and keep the care revenue while one fixed fee covers the rest.

Where Money Starts

Patients & Insurers

Am I truly ready to step back from the OR and the patients who trust me?

Pay your practice for the care it provides.

pays for care
pays for care

Where Money Starts

Your Practice (PC)

Holds the license. Every clinical decision and all the medical care stays right here, and the care revenue lands in an account you control.

Where Money Starts

Your Practice (PC)

Holds the license. Every clinical decision and all the medical care stays right here, and the care revenue lands in an account you control.

one fixed fee
runs the business
one fixed fee
runs the business

Verdira Owns This

Verdira (MSO)

Runs everything that isn't medicine: facility, equipment, staff, billing, technology, compliance, and growth. Paid only the fixed fee.

Verdira Owns This

Verdira (MSO)

Runs everything that isn't medicine: facility, equipment, staff, billing, technology, compliance, and growth. Paid only the fixed fee.

The medicine never crosses to Verdira. It runs the business around your practice, never the care inside it.

Verdira works for the practice. The fee is the entire relationship.

Why It Holds

The Fee Is Where Most Structures Break. Our Doesn't.

Regulators and courts look hardest at how the management company gets paid, because a fee that looks like a cut of the medicine is what exposes a structure. Verdira's is built so it never does.

01

A Fixed Management Fee

Verdira's revenue is a management fee set in advance at fair market value for the services it provides. It isn't a percentage of clinical income, and it doesn't rise or fall with patient volume.

02

No Fee-Splitting

Because the fee buys real management services at fair market value rather than a cut of medical fees, the arrangement stays clear of New York's prohibition on fee-splitting under Education Law Section 6530(19).

03

Built Around the Safe Harbors

Space, equipment, and management are each documented as their own arrangement, priced to market and fixed in advance, which tracks the Anti-Kickback Statute safe harbors for space rental, equipment rental, and personal services and management contracts.

BUILT TO ENDURE

PArk avenue, new york

A practice should outlast the people who run it.

What Protects the Physician

Your Conduct Decides Your Outcome

The structure can't be used to push a physician owner out. Verdira can't unilaterally remove, replace, or penalize the owner, and every event that could affect ownership is tied to the physician's own conduct.

01

Clinical Autonomy Preserved

Every agreement states plainly that no non-physician may direct, control, supervise, or interfere with clinical judgment, and that language can't be amended without the physician owner's written consent.

02

Transfers Tied to Your Conduct

The only events that can trigger a share transfer are objective and within the physician's control, such as loss of license, exclusion from federal programs, a felony, an uncured material breach, or bankruptcy. None of them let Verdira remove an owner at will.

03

Good Leaver, Bad Leaver

If a physician leaves for reasons outside their control, their shares are repurchased at fair market value. If they leave because of misconduct, the repurchase is at cost basis. The physician decides which side of that line they land on.

04

Transparency Built In

Verdira reports its spending each quarter, reviews administrative costs once a year, and gives written notice if its spending moves away from the agreed cost buildup, so the physician stays informed rather than managed.

The Case Law

The Courts Already Drew the Line.

Structures like this one have been tested for decades, and the pattern is consistent: courts reward genuine clinical independence and see through any arrangement where the company quietly runs the medicine.

CaseWhat the court didWhat it means for Verdira
Carothers v. Progressive · 2019 · NYApplied a multi-factor test for de facto non-physician control. When the manager ran the bank accounts and set above-market leases, the practice was treated as fraudulently incorporated.The whole relationship gets judged, not any single term, so the fee, the leases, and the services are each priced to market and documented on their own terms.
State Farm v. Mallela · 2005 · NYHeld that carriers may withhold payment from a practice that is fraudulently incorporated because a non-physician actually controls it.If ownership is a fiction, the revenue itself is at risk, so ownership genuinely sits with the physician.
Receiver case · 2024 · CAA manager used a side consulting agreement to force a share transfer. The court appointed a receiver to return control to the physician.Triggers can't be left to the company's discretion, so every trigger here is tied to physician conduct.
Galkin v. SmileDirectClub · 2021 · NJUpheld a succession agreement because it required ownership by licensed professionals and preserved clinical autonomy.Succession and transfer terms survive scrutiny when they sit on top of real clinical independence.

Have your attorney read it. Then let's talk.

Have your attorney read it. Then let's talk.

Have your attorney read it. Then let's talk.

Have your attorney read it. Then let's talk.

Strategic conversations and partnership inquiries are handled by relationship only.

Not legal advice. This page is for general education and information. It isn't legal, tax, or financial advice, and Verdira Holdings isn't a law firm. Before deciding anything about practice ownership, a management relationship, or a transaction structure, talk with a licensed healthcare attorney in your state.

Disclosures

The content of this site is for general informational purposes only and is not intended to constitute an offer to sell or a solicitation to buy any security or other asset, or a promise to undertake or solicit business, and may not be relied upon in connection with any offer or sale of securities or other assets.

The content of this site is for general informational purposes only and is not intended to constitute an offer to sell or a solicitation to buy any security or other asset, or a promise to undertake or solicit business, and may not be relied upon in connection with any offer or sale of securities or other assets.

The content of this site is for general informational purposes only and is not intended to constitute an offer to sell or a solicitation to buy any security or other asset, or a promise to undertake or solicit business, and may not be relied upon in connection with any offer or sale of securities or other assets.

A long-term home for

ophthalmology practices.

info@verdira.com
307-381-3734
Sheridan, WY 82801

Intended for physicians and practice owners.

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