In this episode of Health Business Unpacked, Cindy and Cesar move from theory into the real-world mistakes they regularly see when healthcare entrepreneurs launch or structure medical practices in Texas.

Using med spas, wellness clinics, GLP-1 clinics, and other healthcare businesses as examples, they break down one of the biggest problems they encounter: forming the wrong business entity or giving a non-medical business too much control over medical decisions. They also explain why the distinction between the professional medical entity and the management side of the business matters, especially when it comes to patient records, clinical protocols, supervision, and independent medical judgment.

The conversation also covers PLLCs, LLCs, professional associations, out-of-state entities, and why a business structure that works perfectly well for a traditional company may create serious problems when healthcare services are involved.

If you are opening a med spa, building a healthcare practice, investing in one, or considering expanding a practice into Texas, this episode will help you understand the structural mistakes worth addressing before they become expensive legal problems.

This podcast is for informational purposes only and does not constitute legal advice.

In the final installment of this series on MSO/MSA structures, Cesar J. Lopez and Cindy Peters get candid about the real-world arrangements that raise red flags, the kind of deals that make a healthcare attorney's skin crawl. Building on the earlier conversation about management fees, this episode digs into what happens when those fees go wrong.

Cindy shares examples straight from her practice: management fees structured as a near-total pass-through with nothing left in the PLLC, fees tied to gross revenue with an obvious split-fee arrangement baked in, an aesthetician trying to offer injectables without proper physician oversight, a franchise entrepreneur who bought in without any MSA tying the business to the clinical side, and marketing agreements dressed up to look legitimate while actually functioning as a pay-per-referral scheme.

Cesar and Cindy walk through why these setups are red flags specifically in healthcare, even though similar commission-based or revenue-sharing structures might be perfectly normal in other industries. They explain how complaint-driven enforcement means a business can operate under a flawed structure for months or even years before a medical board investigation, criminal referral, or unlicensed practice of medicine charge brings everything to a halt.

The episode wraps with a clear message for anyone building a med spa, infusion center, wellness clinic, or similar healthcare business: the business idea itself usually isn't the problem, it's the structure and setup around it. Getting a knowledgeable healthcare attorney to draft or review your MSA and MSO documents from the start is the difference between building something sustainable and walking into a compliance minefield.

This episode wraps up the MSO/MSA series on Healthcare Business Unpacked. Thanks for listening, and stay tuned for more conversations on how to build and structure a healthcare business the right way.

In part three of our MSO/MSA series, healthcare attorneys Cesar J. Lopez and Cindy Peters break down the third and most complex ownership structure: the co-founder model.

Unlike the friendly physician setup or the joint MSO ownership model covered in earlier episodes, this version has the physician and the entrepreneur running two fully separate entities, a PLLC and an MSO, that partner together operationally without merging ownership.

Cesar and Cindy use a real world infusion center example to show how a physician can act as an active clinical and strategic partner (not just a passive medical director) while staying compliant with corporate practice of medicine rules.

They also dig into why the management fee is the single most important piece of any MSO/MSA agreement, covering fair market value, commercial reasonableness, and the fee splitting and anti kickback issues that can turn a smart business structure into a legal liability.

If you're a physician or entrepreneur building a medical spa, wellness clinic, or healthcare business and trying to figure out how to structure ownership the right way, this episode is required listening.

Catch part four next, where Cesar and Cindy go deeper into the cost plus model and how to calculate a truly compliant management fee.

Cesar J. Lopez and Cindy Peters continue their deep dive into Management Services Organization (MSO) and Management Services Agreement (MSA) structures for medical practices in Texas.

Building on the overview from part one, they unpack just how complex these arrangements can get, from bare-bones agreements between longtime business partners to dense, forty-page contracts built for outside investors.

The conversation walks through the "friendly physician" medical director model, where a business owner funds and runs the practice while contracting with a physician to satisfy corporate practice of medicine requirements, and contrasts it with a joint venture model where the physician also holds equity and shares in both clinical income and MSO distributions.

Along the way, Cindy shares her whiteboarding approach to mapping out entity structures, staffing, leases, and cash flow, while both hosts stress the importance of working with a knowledgeable healthcare attorney to stay compliant with fraud and abuse laws.

The episode closes with a teaser for a third arrangement type to be covered in part three.

Many healthcare entrepreneurs understand how to build a business, but far fewer understand the legal framework required to operate one compliantly.

In this episode of Healthcare Business Impact, healthcare attorneys Cesar Lopez and Cindy Peters break down the difference between Management Services Organizations (MSOs) and Management Services Agreements (MSAs), and why these structures play a critical role in healthcare businesses across Texas.

Whether you're launching a med spa, wellness clinic, IV hydration business, dental practice, or traditional medical practice, understanding how to navigate Corporate Practice of Medicine (CPOM) restrictions is essential. Cesar and Cindy explain how MSOs and MSAs work together, what responsibilities belong to the clinical side versus the business side, and the common mistakes entrepreneurs make when setting up these arrangements.

They also discuss ownership considerations, management fees, branding, medical records, compliance risks, and why every healthcare business structure should be tailored to its specific goals and circumstances.

If you're a physician, healthcare entrepreneur, investor, or practice owner, this episode provides practical insights into one of the most important legal foundations of a successful healthcare business.

Topics covered:

• What an MSO is and how it functions

• The difference between an MSO and an MSA

• How healthcare businesses comply with Corporate Practice of Medicine rules

• Common legal and operational pitfalls

• Ownership of brands, websites, equipment, and assets

• Management fees and compliance considerations

• Why healthcare business structures are never one-size-fits-all

Disclaimer: This podcast is for educational purposes only and does not constitute legal advice.

In this first episode, healthcare attorneys Cesar Lopez and Cindy Peters break down what CPOM actually is, why Texas enforces it so strictly, and what happens when you get it wrong.

Spoiler: it's not always obvious you got it wrong until an audit, a complaint, or a board investigation shows up at your door.

They walk through real examples — from med spas and wellness clinics to franchise agreements signed without reading page 30 — and explain the right way to structure a healthcare business so a non-physician and a physician can actually work together legally.

That means understanding PLLCs, MSOs, management service agreements, delegation agreements, and why all of it matters more than most people realize.

If you've already opened a practice, this episode is worth a listen. If you're about to — it might be the most important 50 minutes you spend before you do.