Selling or Buying a Medical Practice? Avoid These Compliance Pitfalls

Healthcare transactions, like selling or acquiring a medical practice, are fraught with compliance challenges. If not addressed, these issues can derail deals, reduce valuations, or expose you to legal risks. In our latest episode of Compliance Conversations, CJ Wolf talks with healthcare attorney Ericka Adler about the steps providers can take to ensure smoother transactions. 


Key Takeaways from the Episode:

  1. The Importance of Compliance Preparation: Many practices lack proper compliance protocols, such as regular billing audits or updated HIPAA policies. Ericka emphasizes that taking proactive steps at least a year before selling can help avoid deal-breaking surprises. 
  2. Common Red Flags in Transactions: From Stark Law violations to improper employment classifications, the due diligence process often uncovers noncompliance. Buyers need to perform rigorous checks to protect their investments. 
  3. How Compliance Impacts Practice Valuation: Noncompliance doesn’t just create legal risks—it can significantly impact the financial value of a practice. Correcting issues ahead of a sale can lead to higher purchase prices and smoother negotiations.

By working with compliance experts and legal advisors, you can safeguard your practice’s value and reputation. 

 

Episode Transcript


You are listening to the Compliance Conversations podcast by Healthicity. 

If you work in the health care industry, you know how crucial compliance is to your bottom line, your reputation, and the success of your organization as a whole. If this is your first time listening, welcome. A transcript of every Compliance Conversations episode can be found at www.healthicity.com/resources, along with a ton of other thought leadership materials. You can add us to your RSS feed and iTunes, or follow us on Twitter and Facebook. Now let's get on with the show. 

Welcome everybody to another episode of compliance conversations. 

I am CJ Wolf with Healthicity, and I'm so excited for today's guest, Ericka Adler, who is a health care attorney at Roetzel & Andress. Welcome to the podcast, Ericka. 

Thank you. Very excited to be here. 

We are so grateful for your your willingness to share your expertise. You have a a wealth of experience, and we'd love to always let our guests introduce themselves a little bit, share what you're comfortable sharing about what you're doing or how you came to this. 

Anything that you'd like to share about yourself, and then we'll jump into today's topic. 

Sure. Happy to. So I'm a health care attorney. I've been practicing, oh, I don't know, about twenty eight years or so now, and I run our health care practice. We represent thousands of, physicians in health care practices around the country. And we primarily are on the provider side, so we work with a lot of physicians on their practices, their day to day issues, selling their practices, whether to each other, to hospitals, to private equity, and we have a big focus on regulatory health care. So we work with them not only on their day to day regulatory issues, but many of the regulatory issues that come up when we're trying to do a transaction. 

And so, really, you know, my experience has spanned, many years. I've seen, you know, these practices operate before the law these particular laws came into play, and now that Right. Play. So I've really kinda seen how things have changed over the years, and it's kind of the toughest time now as compared to ever before to be a health care provider and to run a health care practice and to have to deal with a lot of the compliance issues that are out there. So, really excited to kinda be here and talking about some of those challenges. 

Well, I I appreciate that that feedback and kind of that background. 

You know, I've been in health care compliance about twenty five years. I, you know, I may have not mentioned this to you before, but I'm an MD by schooling and got into, health care compliance over twenty five years ago. So I've I haven't been practicing for that whole time, but, you know, my colleagues and my friends kinda repeat exactly and echo what you just said. It's a hard time to run a medical practice. 

There's economic pressures. There's market pressures. And so practices sell, and and there's different things. And there's a whole that's a whole process. 

And so I'm so grateful to have you, on the the podcast today to talk about what some of those issues are. And and for all our listeners, we'll, try to include a link to the the practice so that, all of you can, reach out to Erica and the firm, afterwards if you have questions or, need their services. 

So, Erica, we're gonna talk about and everyone, we're gonna talk about acquiring practices, selling practices, and and all the the things that that go along with that. And, Erica, I'd just like to kinda start with maybe you know, most of our audience is a compliance audience, and love to start with just a general question of what do you feel are some of the common compliance issues that come up or arise when a practice you know, during the sale or purchase of a medical practice? And and then how can those issues impact the whole transaction? 

That's a great question. So, obviously, depending on who the parties are, there are more or fewer compliance issues. So if we're talking about, a small practice selling to, a private physician buyer. 

You know, unfortunately, they're probably using, their own lawyers who's aren't asking the right questions on either side. So a lot of times, we have the buyer just taking on a practice without being familiar with asking the right compliance question then maybe even adopting and and continuing some of those very same compliance issues once they take on the practice. Okay? In larger transactions, we let's say a hospital's involved, we definitely start seeing more, interest in asking some compliance questions. Okay? And then, of course, there's the private equity transaction. 

There is no more thorough compliance investigation than in a private equity deal. And I've spent a lot of time over the past five years doing a lot of transactions, and I'm always completely amazed by the amount of, compliance investigation that is done. And in a lot of our transactions, there will literally be, two law firms on the side of the private equity buyer, one just for compliance issues and one Wow. Business transaction. 

So the process is very involved. However, whether you're selling or buying a practice and it's amongst smaller practices or whether it's a very large transaction, the compliance issues are the same. You just may not be aware of them or asking the right question. The most typical issues that we focus on are gonna be billing. 

Okay? So Sure. You know, a practice that's buying another practice may just be buying its assets. So it's thinking, oh, you know, we're gonna start a new practice. 

We have a new provider number. We don't even need to worry about that. Okay? Maybe that's true. 

Maybe it's not. However, from a private equity perspective or a larger buyer perspective, they are gonna do a coding audit. They wanna know how did you bill? How long are you billing that way? 

Are you billing, are you coding properly? Are you documenting properly? And a lot of that is really to make sure that they're correcting things before you go forward if possible. But also to say, hey. 

You're doing incident two, and you're not doing, you know, the the oversight or supervision properly. Well, that has to end. Okay? We have a lot of buyers. 

Sometimes, they don't allow incident two. Incident two is permissible by Medicare, but their internal policy won't allow it. Okay? So they are really trying to it's an investigative process to find out what are you doing right or wrong, but also k. 

You know, how do we want things done once we do this deal? So there's that part of it. Secondly is a financial audit. Obviously, in smaller transactions, you know, your local accountant might be looking at something. 

In these larger transactions, they're doing quality of earnings. They're looking at all the accounting that was involved. But there's another part of the financial audit that's important that has to do with health care, which is when you have a physician practice, if that practice is billing Medicare and offering any kind of designated health services, they need to comply with Stark. Right? 

And That's right. Part of complying with Stark is that you're a group practice. So part of the audit process is, are you truly a group practice? And the group practice has many different components. 

Are the physicians on average spending enough time with the practice? If they are they, are they billing properly? If they are they doing anti markup billing properly. Right? 

So there's a lot of investigation. And a big piece of that is the compensation formula that the doctors are using needs to comply with Stark. And so during this process, we often find that it's not compliant if it's a sufficient enough diligence process. And so they wanna know because it reveals a stark violation potentially. 

But, also Right. 

They then know that once they do the deal, we need to change how things are being done. Because a lot of times, a buyer will say, hey. We're gonna take you on, and we're just gonna you guys are doing great. We're just gonna have you continue doing what you're doing once we acquire you, but this would be something that continue. 

Okay? It also door to a stark violation, and we can talk a little bit about what happens with some of the information that's discovered during diligence. Another piece of it would be the HIPAA, investigation, and that includes not only wanting to look at business associate agreements, but asking a ton of questions about have there ever been complaints? How do you handle complaints? 

Have you ever had an actual audit done of your, your actual comp you know, your systems and your process? Was it done by an outside party? A lot of my doctors will do it themselves and just say they did it. Right. 

Never documented. So they don't even have a party on it. Right? So the size of the the parties that are involved in the deal, also dictate whether the answers are gonna be, no. 

We don't have that. Yes. We do have that. 

Employment. That's something a lot of people, don't think about, but there's, an audit process. Are people classified properly as employees versus contractors? 

I've had deals Right. Off because the buyer doesn't think that the seller should have been calling people contractors. They should have been employees, and they felt that there was a liability for them. 

So that's a big piece of it. They look, are there are there complaints about discrimination, harassment? Are there any lawsuits going on? You know, what kind of things have been happening in your practice? We don't wanna take that off. We don't wanna absorb that liability. Right? 

And then just an overall compliance audit. What kind of marketing are you doing? 

Are you paying kickbacks? 

Are you Right. 

Are you disclosing relationships, self referrals? You know, so and that blanket is very large. So when we do this compliance process, it literally could be hours and hours of phone calls and questions, in addition to production of documents to get to the heart of all of these different questions. So I'm kinda summarizing it very globally, but there are so many questions as you dive into it. 

And each one could, lead to the exposure of liability. 

Billing issues could be, you know, exposure to private or Medicare, billing issues. We've got, potential OIG, issues. We've got IRS issues. We've got Right. 

Or OCR issues. So the reason for going through all this is to find out what is out there. And at the end of the day, how do we respond to those questions? So, you know, a lot of times when we're doing a deal, we may be representing somebody for the deal. 

They were not our client before. So we're with their don't have a chance to kinda spend that time with them to ask these questions before they go to sell. And so a lot of this stuff might be coming up just during diligence, and so we're trying to respond to it. But it becomes very clear that almost every single practice out there is noncompliant in many ways, not just one word in many ways. 

So Yeah. 

I can totally see that, you know, because sometimes I'm brought in as a consultant to, you know, a compliance program or their ownership will ask, can you just evaluate our compliance program? Do we have the seven elements? How effective are we? And sometimes when I go in, I'll say, you know, show me your log of, you know, audits and refunds. 

Right? Oh, we don't have any refunds. We're we're perfect. And I'm like, that worries me a little bit more because no one's perfect. 

And I don't I I'm interested in your perspective. Is it is it a negative perception if they have a robust compliance program that, yeah, look. Every month, we do audits, and, occasionally, we have to return money to to Medicare or Medicaid because we found that we coded, you know, one level too high or two level too too high. I would think that that would be a little bit more comforting for a for an investor or a buyer Yeah. Versus when they say we no refunds. 

If you even if you've been audited and you respond to those immediately and you refund, very few private practices are having themselves regularly audited. Very few have compliance plans. Okay? So when there is where somebody says, yeah. 

We have this. We bring someone in. We refund automatically. We do education and training. Oh, that's like gold star. 

Right? 

Gotcha. Gotcha. 

Would have a problem with that. The problem is, those practices that have never been audited until the buyer does it, and there are quite a few things wrong. And how far back did it go? You know? 

Was it fraudulent? Was it indifference? You know? So then we have to with it. And, of course, the bigger ones are the ones that would violate Stark or anti kickback because at that point, if you have a question as to whether, or not they wanna continue with the transaction. 

And, unfortunately, those come up very often in these deals. 

So Makes sense. 

So how how do you think physicians can ensure then their practice is in compliance before even putting it on the market? Like, what how do you get your house in order? 

That's a a great question. 

I recommend that at least a year before you wanna sell that you're working with a health care lawyer, and you're going through what the questions are that a buyer would be asking you. And k. It's true that saying, yes, you know, we we didn't have a compliance plan, but now we do. 

You know, it only goes back one year. Okay. It's not gonna solve all your problems, but it certainly effort. We would usually recommend you get an audit done. 

What's going on with your billing? Are you doing incident two properly? Are you meeting the anti mark up requirements? What do we see that's a problem? 

Do we wanna go to the market right now? Do we need to wait, a certain amount of time? Do we need to refund money, make sure our house is clean? 

You know, so I usually think it does take quite a period of time, to prepare. If you wanna to have a smoother transaction often, you know, doing that can get you a higher purchase price. Right? 

Yes. 

It can, decrease the likelihood of money being put aside because of all the problems they found. Right? It can Right. Your deal goes through as opposed to the buyer being unhappy with what they find and calling things off. 

Right? And your legal fees will be far less at the end of the day because, you know, the amount of time that you've been trying to work on these issues when you're trying to do a deal, it becomes much more expensive, than if we had kind of planned ahead of time. So there is a lot that can be done to kind of prepare. I'll give you a good example. 

Nobody's checking your database. 

It's so easy. It's free. Is anybody checking the OIG database to see if the employees working for them, are excluded? 

That's cool. 

Nope. I haven't done a single transaction where the selling entity has indicated that's something that they do. Okay? So, not a single one ever. 

So, you know, there's just little things like that that if we could put protocols in place and we can make sure things are cleaned up, it's so easy to do that. And then, of course, for the more major things, their compensation formula is wrong. They're violating start. You know, we could help them address that so they could disclose, yes, there was a problem. 

Yes. We self disclose. Yes. We believe we are client. A buyer would love to hear that. 

So I think it's getting ready ahead of time can really make all the difference in the world. 

Yeah. That makes a lot of sense. We're gonna take a quick break everybody, and then we're gonna come right back and talk some more about these these important, issues, when it comes to selling your practice or purchasing a practice. So hang in there for one moment, everyone. 

The OIG released their ninety plus page general compliance program guidance in November of twenty twenty three. And if a ninety page compliance document isn't on your reading list, we've got you covered. Stay in the know on this new guidance and ongoing OIG updates that will be released throughout twenty twenty four and beyond. We created a special section of our resource center dedicated to all these updates, which you can find at w w w dot healthicity dot com slash resources. You'll find webinars, e briefs, and so much more. We've done the homework. We'll give you the cliff notes. 

Welcome back from the break, everybody. We're talking with Erica Adler about, all the intricacies of, practices when they're selling, when they're acquiring. And we've talked a lot about practices getting ready. Maybe, Erica, we talk a little bit now about from the buyer's perspective. 

So for buyers, what tell us a little bit about the due diligence that should be performed to identify any compliance red flags, and how can those risks maybe be mitigated during this discovery process? 

Sure. So, I mean, I I think the buyer perspective is really just the flip side of what we've been talking about. They need to ask all these questions. 

And depending on the information that they gather, they need to decide, are we gonna proceed? They've I think the answers to these questions fall into different categories. 

If they're buying the assets of a practice, can they separate themselves enough so that whatever they found out doesn't really matter? Okay? Can put indemnification language in the agreement that no matter what, they're gonna be protected from whatever it is they discovered? 

Can they modify whatever the practice was doing wrong, but yet preserve the value of the practice? Because, obviously, they're buying it. It's financially successful. But if they were to fix all these things, would it still be financially successful? 

If we correct all the things that were being done wrong, overcoding, you know, classifying employees wrong, whatever the done. If we correct all these things, is it still a valuable practice? What do the financials look like at that point? Right? 

So Right. We need to be able to look at all these things and be able to feel comfortable as a buyer that we can segregate the liability and still move forward and have a successful transaction. If we feel the risk is too high, we may walk away. We may decide to restructure the transaction a different way that separates us a little bit more in terms of kind of the transaction, entities use of the structure. 

We might decide to, to restructure the the kind of the the purchase price or the payment, timing to make sure that we pass certain, time periods before purchase price amounts are released. Okay? So, you know and and so there are different things a buyer can do to evaluate how badly they believe the discoveries are. 

But Right. 

Going into a transaction without asking these questions is a bad idea. And by the way, I know that private equity is really interested. They're not gonna do a deal unless they do all this. But I have seen in very small practices, the failure to ask these questions also can be a real problem. Even if you just let's say you've been working in a and you're becoming an owner in the practice. 

When you become an owner in an existing practice, you're not buying its assets. You're buying units or stock. Right? 

Right. 

You're becoming an owner of an entity that may have done all these things wrong. So even doing that, you need to ask a lot of these same questions. Are you being sued? You know? 

Have you filed your on time? Have we ever done a compliance audit? Like, you should be interested as a potential owner of even a small practice in asking these kinds of questions. So whether you're buying or selling, I think we need to ask these same questions. 

The buyer wants to, make sure that they are okay and satisfied and decide, do we change the transaction? Do we go through with it? The seller wants desperately, of course, to fix these things as much as possible and to help the deal still go through. Right? 

So, you know, they're they're kinda hopefully on the same team to make that happen. 

And, of course, like we said, if you prepare ahead of time, it's a much smoother deal. 

Yeah. It sounds very similar. You correct me if if you don't feel this way. You know, when when somebody buys or sells a home, you know, you you fix up the landscaping. 

You, you know, if you know the roof is old and and you want a new roof, the seller pays to get a new roof. Or if that's discovered during some sort of home safety inspection, the buyer can say, well, if you don't fix the roof, take this much off the sales price because we're gonna have to do it. Or the seller then says, okay. Fine. 

We'll pay. We'll fix the roof, and now it's new. 

It sounds kinda similar to to that at least in in the themes. Would would you kind of agree with that? 

Yeah. I mean, diligence is diligence. Right? If you're a smart business person, you do your diligence, right, no matter what you're buying. I think the stakes are obviously higher. 

We're talking about a fifty Of course. 

Deal. You know? 

And and by the way, if you're a buyer, your lender wants to see certain things Right. 

Gonna give you the money. So it may not even be up to the buyer. It could be up to the lender to call off the deal, like, what they see either. So Yeah. I'm just really not up to the buyer at all. So yeah. 

Yeah. Let me if I could, let me throw out a hypothetical, and you tell me how how it might affect the transaction, and then I'd love to hear some other real world examples that you might have. But so I do a lot of, you know, medical coding and medical necessity reviews and that sort of thing. So let's say a practice is revenue, you know, half of that revenue or a large portion of that revenue relies on the fact that a practice does an evaluation and management service and procedures on the same day, and they use a modifier twenty five. I don't know if you're familiar with all those those coding details. But let's say somebody does an audit and say, you know what? You should not have been billing both the e and m and the procedure. 

Now your revenue shouldn't really be what you're saying it is because you were showing way more revenue because you were billing both the e and m and the procedure. 

Did those type of specific examples come up? And is that a good example, or do you have any other real world examples like that? 

I think that's a great example. I mean, that's the kind of thing that comes up in an audit, and then they need to evaluate. Okay. You know, if we extrapolate the samples that we look at across the board, we're talking about a twenty five percent reduction in your revenue. 

Right? Right. You've been doing incident two wrong. Right? 

And That's right. 

No or bill incident two, and nobody's there to supervise those people. How's that gonna change your revenue? Right? So, yeah, that has a direct impact. 

But it's a biz it becomes a business issue. Like, we could correct things and do it properly going forward, but then they're gonna do a whole new EBITDA evaluation or revenue evaluation and say, okay. Practice is only worth this amount now. So this is what we're pay you for it. 

And at that point, the buyer may not be interested in a practice worth that much. A seller may not be interested in selling for that much. So it can really change the outcome. Not to mention the whole process of finding out that you've done something wrong and now need to potentially refund and just which is a whole other issue. 

Right? So we didn't even talk about that. But, you know, in terms of of billing audits that are performed, we have many times discovered stark and billing issues that have to be self disclosed. So the process for that, and I'm sure you've covered this maybe before on your on your podcast here, involves a self disclosure to the government. 

And we kind of, you know, figure out what we think the amount is. We explain how we came up with that amount, and it can take quite a few years to resolve or even, you know, hear something back. Right? So we transaction, and that's all kind of in limbo at that point. 

Right? So the the buyer then says, okay. We discovered this. You're willing, you know, me a culpa, say we did something wrong. 

You've gone to the government. We won't hear anything back. 

So everybody kinda needs to do their best guessing on how to move forward at that point, but that has been an outcome quite a few times in our transaction. 

And I'll tell you, despite the fact that as compliance people, we always tell our clients what the government is looking for them to do, there's a lot of data that will take our advice and say, we appreciate that, and we will decide whether we want to do that or not. So there's definitely deals where clients would say, we're gonna terminate this transaction, and I'm sure they never self disclose. Right? I can't force them to do that. And, of course, there's this whole body of people out there that know about this issue now. Hopefully, that's covered by the NDA. 

But, you know, that's a common occurrence as we Yeah. 

And, you know, as a as somebody who's worked both in house and for compliance programs and organizations, physician practices, hospital systems, as well as as a consultant, I I've seen kind of different responses just the way that you've suggested. You know, thank you for your opinion. We don't agree. We're not gonna go that route. 

And, you know, a lot of our listeners, we we cover this topic in some other, episodes where, you know, you have to recognize that when you start doing due diligence, people in the in both organizations are gonna know. But let's say you're the selling practice and your billing manager gets involved and finds out that we you know, that billing manager has told you for years you shouldn't have been billing this way. Now you have this external party telling them the same thing. The practice doesn't do anything. 

Internally, you have a potential whistleblower. Everyone knows the false claims act. You know, they those whistleblowers can receive a a percentage of the the recoveries. And so you just have to be careful from a compliance perspective. 

I always preach, you know, just do the right thing. It's sometimes not worth, those risks. But, again, yes, those are those are business decisions. 

Absolutely. 

And and definitely. I mean, in most of our transactions, the the owners of the practice will actually manage to do quite well to keep anybody from the practice kinda knowing about what's going on. We'll bring in an auditor and hire them through us to keep everything attorney client privileged. But the the fact is that once an issue is discovered, it becomes a real legal and moral dilemma as to what the right thing to do is. 

And I think, usually, our clients, they wanna do the right thing. You know, if it's a lot of money, it's harder for them to do the right thing. You know? It can be very hard, especially with all the financial challenges that smaller practices are are facing. 

And the rules are so complicated. I mean, you guys have been doing this a very long time, and and I don't know. I mean, nobody can know everything about everything. Each almost every part of every statute is its own specialty. 

Right? And and Right. Right. You know, when it comes to, you know, you might have a billing issue. 

When it comes to Stark, you know, that's a black and white statute. There's civil liability there. I, you know, I do I make it very clear to my clients that they have an obligation. 

Anti kickback statue is criminal liability. 

You know, we often will find out some things we don't like to hear when we're reviewing compliance, things like, you know, oh, you, you you're letting the doctor who refers to you leash the space for free, or you never did a fair market value the rent that's being paid. Oh, you you drop off hockey tickets and and gifts regularly to your best referral sources. You know? They're not complying Yeah. They're not complying with the anti kickback statute, and this all comes out during diligence. Okay? So Yes. 

You know, those are are very real life issues that come up. I always try and talk to my clients before we have those calls, Mike. Is there anything not that we wouldn't disclose it, but, yeah, tell me now because it's better to say we used to do this, but we don't do it anymore as of when. Right. 

Like, two weeks ago, you know, we stopped when Erica said we shouldn't do it anymore. You know? But, but at least, you know, showing the knowledge and the idea that you are pursuing, you know, the right way to do things is always Yes. A, you know, you know, even things like HIPAA. 

So, you know, HIPAA is so easy to comply with. There's online programs. There's forms of BAAs. 

You know? And it's just the small practices are just so overwhelmed. They lose track. They don't they don't do their BAA. 

And, you know, to be honest, most of them don't really face, HIPAA, you know, complaint very regularly. But, you know, look at all these, practices that are associated with large hospital systems that are having, you know, HIPAA issues. They don't they don't know what to do. They don't know how to alert their patient. 

They don't alert their patients. Their patients hear it on the news. You know? So Right. 

There's just so much education involved in the whole process. It's better to get your education from your own lawyer and not from buyer's counsel. 

That's just the Yes. 

There. 

Yeah. I completely agree. And, Nerica, this has been fascinating. We're kinda coming to the end. 

So in a moment, I'd love to hear if you have any last minute thoughts or or, advice. But, I I'd love hearing from you and from individuals in your perspective because as in house compliance officers, this is what we're preaching all the time, but it sometimes feels like no one believes us. And then when you have, you know, a a financial transaction that's gonna happen and you have the people like yourself say the same things, it's like redemption hour. And it's like, yes. 

This is gonna go a long way for improving our compliance program. So, I just I love hearing this. It it validates a little bit of how I feel I'm practicing as a compliance officer because sometimes it's a lonely world. And then to hear people from your perspective to say, no. 

These are real issues, and they can they can throw a wrench into transactions. 

So that's really refreshing for me. I know it's refreshing for our listeners. 

What last minute thoughts or advice or anything else that you'd like to share before we we close-up today? 

I guess the piece of the best piece of advice is that people need to, really just it doesn't take a lot of time and a lot of effort to clean up your house. Right? 

Right. Work with somebody who knows what they're doing, somebody who who does this kind of work. When it comes to selling your practice, just take a few hours, run through, be prepared. You don't wanna be surprised. 

I tell you, like, you know, I've had two deals recently, you know, twenty million plus deals that were terminated because of compliance issues. Can you imagine Wow. In your career, build practice, and if you had only taken the time spent a little bit in legal and compliance fees to be properly advised that you would not have lost those deals? Right? 

And I'm not saying they can't clean things up and, forward, but the regulatory environment for transactions and health care have changed a lot. They may never get that same purchase price. They may never find a buyer. 

You know, it could take a lot longer than they intended to practice in the first place since a lot of people use selling a practice as an exit strategy, right, or retirement. So I just say your resolution for twenty twenty five, if you own a health care business, not just practices, by the way, DME company, home health, hospice, nursing homes. Everybody needs to run these exact same steps to clean up what's going on. 

It makes it a better business. It protects you from ongoing liability, not just selling, but ongoing liability. And then if an opportunity arises to sell, you can sit tight and know that they're not gonna find anything because you did your homework. So I think that is the best piece of advice. I recommend it to all my clients. Everybody should be doing it, and it costs a lot less and, you know, makes you feel reassured that you're complying with the law. 

So Erica, I I think that last sixty to ninety seconds of hearing you speak is what I would recommend all our listeners to download and play it for your c suite when when you're having issues, trying to implement compliance strategies to say, look. 

If you're ever planning on selling or ever planning to be purchased, just listen to the Erica. She's been doing this for twenty eight years. And listen to this, because I think that goes a long way. So thank you for for sharing that. 

My pleasure. Thank you so much for having me. I appreciate it. 

Yeah. We appreciate your your expertise. And and to everyone who listens, we appreciate your time in listening. As always, we invite you to, share with us other topics that you'd like to hear about and or if there are certain experts like Erica that you know, would make great guests, please feel free to send that to us. We'd we'd love to have them on to discuss these important topics. And so until next time, everyone, take care. 

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