Physician Practice MSO Control: Who Owns the Shares, and Who Controls the Claim?

A management services organization can control a physician practice’s billing through the management agreement, shareholder restrictions and the people who decide what reaches the payer. Physician practice MSO control can extend to replacing the shareholder, even while the physician owns the shares. If you work inside the practice, you may know who sets the coding rules, who can change them and whose approval is needed to stop a claim. That knowledge reaches past the name on the office door.

How Management Software Reaches a Medicare Claim

The government’s complaint against Vohra Wound Physicians Management shows how a management decision can become a Medicare bill. It alleged that the electronic record used the amount of dead tissue present in a wound as the amount removed, then selected billing codes from that assumption. The complaint put the connection to Medicare plainly:

The physician and companies agreed to a $45 million settlement in November 2025 to resolve the allegations. We see the absurdity in the government’s allegation: software supplied the measurement, and Medicare got the bill. The physician’s signature would not tell us who programmed it.

Who Controls a Physician Practice When the Physician Owns the Shares?

The MSO can hold authority over business decisions and shareholder replacement while the physician holds the shares and clinical authority. The professional entity supplies clinical services, while the MSO supplies contracted administrative services. Ownership alone does not tell us who set the billing rules.

State restrictions on the corporate practice of medicine help explain the split. Privia Health’s annual filing for 2025 describes restrictions in several states on entities not owned by physicians or other permitted health professionals practicing medicine. It uses physician-owned groups in markets where state rules prohibit the company from owning them.

For an insider, the useful question is what each participant can actually decide. A physician shareholder may have clinical authority while a company holds rights over the management contract or the shareholder’s replacement. We examine those rights alongside the billing instructions and the people carrying them out. When the concern is an owner or manager causing false claims, that connection between authority and conduct becomes central.

What Does an MSO Do in a Physician Practice?

An MSO can manage the business work around a physician’s care, including billing, collections, information systems and payer contracting. The management services agreement, often called the MSA, defines the particular services. The company disclosures show why the work can extend well beyond sending invoices.

Privia’s filing describes management services for groups it manages without owning them that include revenue cycle management, payer contracting, technology, accounting and treasury services. Astrana Health’s filing for the same year describes financial and risk management, information systems, marketing and administration. Its professional affiliates employ or contract with clinicians.

The space, equipment and staff can sit in another entity again. Privia says physicians continue to own their historical practice entities, which provide space, nonphysician staffing, equipment and supplies to the medical groups. The physician’s service agreement connects the clinician to the medical group, while a separate support services agreement connects the historical practice to it. Someone reviewing only the MSO agreement would miss part of that operating relationship.

That distinction matters to the billing inquiry. The entity furnishing the room and staff, the medical group through which the physician works and the company managing collections each have different records. We connect those records to the service and the claim, including who performed the work and which entity received payment.

The Management Agreement Is Only Part of the Control Map

The MSA describes the services and their price, but shareholder restrictions and governance documents can determine who has the power to change the relationship. The useful comparison is between the authority written into those documents and the decisions made inside the practice. Coding instructions, staffing decisions and payer-contract authority connect the agreements to daily operations.

Privia’s filing makes the contract’s economic terms concrete. Some agreements pay the cost of specified services, with a fixed margin where applicable. Others pay a fixed percentage of net collections. When the fee follows collections, we want to know who controls the billing decisions that feed those collections.

Astrana reports initial management-agreement terms of one to thirty years and limited affiliate termination rights. We read those terms alongside the billing instructions: who could change the instruction, and who could end the manager’s role?

Privia also describes physician majorities on the boards of groups it owns and accountable care organizations, with authority over medical practice. In the same governance description, the company reports exclusive authority over certain strategic issues, including mergers, acquisitions and MSA termination, or veto rights over certain strategic decisions. A board majority and the power to end the management relationship are different powers. We want to know which one mattered when someone tried to change a billing practice.

The Physician Shareholder and the Economic Controller

A physician’s equity can coexist with a company’s right to direct an ownership transfer. Astrana and Privia also include specified physician-owned groups in their financial statements. For an insider, the useful connection is between those economic relationships and the authority exercised over a billing decision.

Astrana describes physician-owned medical groups and independent practice associations alongside wholly owned MSOs. Where needed, a physician holds shares as a nominee, and agreements allow replacement of the equity holder. Astrana says its MSAs and relationships with physician owners give it exclusive authority over nonmedical decisions in the affiliates’ ongoing business operations. We keep reading after the shareholder’s name.

Privia calls some of its physician-owned arrangements Friendly Medical Groups. In that structure, a licensed physician in a Privia leadership role holds ownership indirectly through a professional entity. A restriction agreement gives Privia the ability to direct the transfer of that entity’s ownership rights in the Friendly Medical Group to another licensed physician. Owning the shares. Keeping the shares. Those are different powers, and we want to know whose authority stood behind the billing instruction.

Where Control Appears in Daily Operations

Staffing, scheduling, coding, records and payer contracts show how authority works in practice. The person who sets a workflow can influence what the clinician sees and what billing staff receive. Privia, for example, describes technology that places coding gaps and patient-risk information into the record before a visit, then supports diagnosis and risk-adjustment workflows during it.

Payer authority also has a specific home. Privia says it holds provider contracts, maintains patient records, sets reimbursement rates and negotiates payer contracts on behalf of groups it owns. Those functions connect the corporate relationship to the terms on which the group’s services are paid. For an insider, identifying the particular group and agreement is more useful than calling everything the platform.

Staffing and scheduling also affect the economics of care. The Robert Wood Johnson Foundation’s 2008 report, Physician Self-Referral and Physician-Owned Specialty Facilities, describes how control of staffing and scheduling can let physicians perform more procedures per hour in specialty facilities. Fee-for-service payment rewards that higher volume of services.

The report also describes how a physician can receive a professional fee and a share of a facility’s profit. That is why the financial relationship behind a referral belongs beside the schedule and the service performed. The operating decision and the payment incentive can meet in the same patient encounter.

State control rules reach the billing desk, too. California Medical Board guidance reserves specified controls over clinical staffing, workload, records, payer terms, coding and equipment to licensed physicians. Oregon’s 2025 legislation on MSO control, as amended that year, also addresses transfer powers and control over staffing, coding, billing and payer contracting.

How the Claim Reveals the Arrangement

A claim connects the management decision to the service, the payer and the money. We examine the claim, original chart, staffing records and instructions together. The person who signed the note may know what happened with the patient, while a coder or system administrator knows how that note became the bill.

The clinician’s identity is another connection between operations and payment. Billing under a physician’s number calls for the actual worker, supervising practitioner, payer, setting and service date to be considered together. Staff schedules and treatment records can explain whose work the claim represents. We follow that connection back to whoever set the billing instruction and received warnings about it.

An acquisition can put the management company’s decision even further upstream. In its Oliver Street Dermatology Management settlement announcement, the Justice Department alleged that the dermatology management company increased practice purchase prices in exchange for future referrals to affiliated entities, resulting in Medicare claims. The alleged referral payment sat in the transaction price. That makes the purchase agreement and the post-acquisition referral arrangement part of the same inquiry.

How Do Doctors Get Paid If They Own Their Own Practice?

A physician owner’s compensation comes from the practice’s economic arrangements, while the practice’s collections also fund business expenses and contracted services. An MSO fee is another payment with its own formula. The amount a payer allows, the cash collected, the management fee and the physician’s income belong to different parts of the transaction.

The payment relationship changes again in Medicare Advantage. Privia describes capitation contracts that pay monthly fees based on a percentage of the premium a health plan receives for attributed members, with the company accepting financial risk for covered care. Diagnosis information submitted through the payer to Medicare affects risk adjustment and can change those payments. The diagnosis submitted from the practice can therefore matter beyond the payment for an individual visit.

For someone inside the business, the useful connection runs from the instruction to the claim or diagnosis submission and then to the government payment. We assess that connection with you, including the management fee and the authority behind the decision. A whistleblower case under the False Claims Act can pay 15% to 30% of what the government recovers.

You Know Who Made the Billing Decision

If you are the physician, coder, practice manager or transaction insider who knows how a management decision reached a government claim, speak with our whistleblower experts about the people and agreements behind it. We work with you to build your strongest whistleblower case from the billing decisions you saw, and bring in physician-practice whistleblower lawyers who understand management agreements and billing systems. From the first conversation through the case, we stay beside you as your whistleblower experts and partners.