Few quick responses to some questions here: 2.) This depends on scope of what the clinician is doing. Honestly the best mechanism would be minority ownership of the management company to truly align incentives. But I've seen a flat annual fee work for private-equity backed models often 3.) For structuring, high level I'd recommend an asset sale of all the non-clinical assets (basically everything but payor contracts) to the newly formed management company. Then keep the clinician entity intact and stipulate it signs a management agreement with your management company that passes through all clinical entity revenue collected and expenses incurred to the management company (de facto leaving the management company with the profits). This keeps the clinical entity's license, payor contracts, credentialing, etc. intact and smoothly running and is a precedent used by private equity roll-ups for the last 30+ years. 4.) That really depends on how you answer question #1 :) If you find a clinician partner, it certainly can be. But a bad actor here is actually much, much worse than a your vanilla bad business partner because they fundamentally retain control of the clinical entity. DM if I can help or if you want to talk through any of this further. One other thing to think about - the state you are operating in may actually not have prohibition of corporate of practice of medicine laws in place (e.g. Florida), although most do. Probably worth double checking in case you can own the clinical entity yourself.

I am doing health care practice roll up , physician my self , happy to share info on MSO