Philadelphia Medicine Summer 2018 - 25

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of mileage restrictions, in most cases, depends on whether the
employer is in an urban, suburban or rural area (e.g., a 25-mile
non-compete may be reasonable in a rural locale, but unreasonable
in a suburban or urban area).
Other factors that are considered in the negotiation of noncompete provisions include (a) the employee physician's access
to patient lists and medical records of patients treated during
the term of the employment agreement; (b) the inclusion of a
buyout of the covenant (a.k.a., "liquidated damages") by the
physician at a reasonable price (typically one year's aggregate
compensation)

Key Employment Agreement Terms Relevant to
Consolidation Activities
Consolidation within any industry, including health care,
necessarily results from merger and acquisition transactions
among and between industry participants. The "assembled
workforce" of a given organization is a significant component of
its overall enterprise value. Control of the physician workforce
of a health care provider organization that is a "target" in such
transactions is a key consideration in any merger or acquisition
transaction. This section deals briefly with those provisions of
physician employment agreements that are triggered in merger
and acquisition transactions.
The ability to cause physician employees to become employees
of the buyer entity in an orderly fashion (i.e., without having
to renegotiate employment terms) is an attractive feature of
any health care provider organization targeted for acquisition.
Therefore, entities which employ physicians generally seek to
preclude or prohibit physicians from being able to get out of
their employment obligations in the event of an acquisition
transaction.
Such efforts are reflected in physician employment agreements
by provisions that permit the employer to assign its rights under
the employment agreement to a third party without the employee's
prior consent. It is in the employee physician's best interests
to ensure that he or she will not be required to work for any
buyer entity that they do not approve, and that he or she will
be in a position to negotiate a new deal with the new employer.

Conclusion
It is important to recognize that physician employment
agreements have considerable value, due not only to the high levels
of compensation, but also in terms of the financial risks attendant
in such arrangements. As such, it is highly recommended that a
prospective employee physician retain qualified health care legal

counsel and other advisors, as necessary, to assist in the negotiation
and execution of the agreement. *
George Bodenger is President of Law Offices of George W.
Bodenger, LLC, which is a boutique legal practice providing
sophisticated legal services to health care providers. George
started his legal career at Duane Morris in 1996, where he
was a partner from 1999 to 2005. Prior to starting his own
firm in 2015, he was a partner and Chair of the Health Law
Practice at Saul Ewing from 2005 through 2015. Before
becoming a lawyer, George spent several years in the health
care consulting practice of an international public accounting
and consulting firm.

In our Fall 2018 issue, Bodenger will
follow up with an article that focuses on
how a physician can determine the best
offer from potential employees.

Delaware Valley Golden Retriever Rescue

Golden Golf Classic
Tuesday, Aug. 7, 2018
RiverCrest Golf Club
and Preserve
Phoenixville, PA
Join us for a day full of golfing fun
and great food while raising money
to enable us to continue rescuing
more Goldens, Doodles, and Labs.
$225/golfer, includes greens fees, cart, range
balls, gift bag, lunch, cocktail reception, dinner.
Dinner-only reservation: $50.00/person
includes after-golf reception, raffles, silent
auction, open bar, hors d'oeurvres, and dinner.
10 a.m.- Registration begins
11 a.m. - 12 p.m. - Delicious buffet lunch
12 p.m. - 4-person scramble; shotgun start.
5 p.m. - Cocktail reception
6 p.m. - Awards & Dinner

Great Tournament Prizes including
a hole-in-one $30,000 cash prize.
Learn more & re giste r:

w w w.DVGRR.org
Summer 2018 : Philadelphia Medicine 25

http://philamedsoc.org http://www.DVGRR.org

Table of Contents for the Digital Edition of Philadelphia Medicine Summer 2018