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Lawyers often get a bad rap for drafting long, wordy contracts. While I love using the words "herein" and "notwithstanding the foregoing" as much as my peers, I really do try to draft concise legal documents for my clients. And, as a corporate healthcare attorney, I'm often called upon to help start a business between two or more people.
In such an instance, I fancy myself both the wedding planner and the funeral director. A bit morbid, but I'm responsible for getting the business off to a successful start AND I also have to think ahead in case the sh!t hits the fan in the future - because let's face it, sh!t happens sometimes. When it does, it's helpful to have a contract drafted while everyone is getting along - then later, when everyone is covered in sh!t, they can look to the legal document that everyone signed and figure out what comes next.
Most of y'all are familiar with Bylaws - that's the guiding document for a corporation and a contract between the company and the shareholder. It often lays out when annual meetings will occur and who the officers of the corporation will be. But what about the nitty-gritty stuff? For example, "What will happen if one of the shareholders (doctors) dies suddenly?"
For the agreements between shareholders, your attorney can draft a Shareholder Agreement in addition to the corporate Bylaws. The Shareholder Agreement may contain the non-compete provisions, the permission to own a car in the company name, the crazy-sounding (but often very helpful) terms that dictate how much production each doctor must commit to producing each month - the stuff that doesn't really belong in Bylaws because it's not an agreement with the company but rather an agreement among the shareholders themselves.
So yes, it does typically cost a bit more to draft both documents, but having a well-drafted Shareholder Agreement on the front end comes in handy if there is ever a question down the road. As always, let me know if I can help!!
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This past month I had the occasion to remember how lucky we are to live in an age of health excellence and to have all of you - passionate providers who go the extra mile to make sure your patients find health. You see, I had to go in for my annual mammogram a couple weeks ago. And, for the second year in a row, I had to go in for a follow up diagnostic mammogram - the kind where the radiologist is reading your images live while you wait. This year, however, not only did I have a follow up diagnostic mammogram, they also scheduled an "ultrasound" appointment right after... "just in case". What I didn't realize until the morning of the second squish was that they thought there was something serious going on. When I went to the diagnostic appointment they wanted to take closer images of my armpit near my lymph nodes - it was at that point that I seriously started to sweat. The time sitting in the waiting area - to see if the radiologist wanted more images or to head to the ultrasound - was gut wrenching. As I sat there, I tried to think of all of the good things going on in an effort to distract my racing brain. I reminded myself that I was sitting there because mammography had gotten so good at detecting the smallest of changes. I reminded myself that the doctors and nurses wanted to see me healthy and had a passion for catching things early. (I even took this selfie!) When the nurse came back in and confirmed the changes were "clearly scar tissue" and not cancer, I cried the happiest of tears. I just wanted to thank all of you, my clients in the healthcare industry, for being the awesome people you are. You touch the lives of so many. Thank you.
