What a Startup Attorney Sees From the Inside: The Green Flags Clinicians Should Look For with Rebecca Gwilt, JD
What a Startup Attorney Sees From the Inside: The Green Flags Clinicians Should Look For with Rebecca Gwilt, JD
Clinicians are risk-averse by design, but inside a healthcare startup a lot of the risk sits where we cannot see it: in how the company is structured, who actually holds authority, what the board expects, and what a clinical license is being used for. You cannot avoid a risk you cannot see.
In this episode, host Helen Tanner turns the usual conversation around. Instead of red flags, she asks healthcare attorney Rebecca Gwilt, JD, co-founder and managing partner of Elevare Law, for the green flags: what a well-built company looks like from the inside, so clinicians can recognize it before they sign and once they are on the team.
Rebecca has spent more than fifteen years on the company side of the table, helping build dozens of healthcare and health tech companies after working on Affordable Care Act implementation at HHS. She walks through clinical governance built early, the difference between a title and real authority, a plain-language explainer of the MSO-PC structure behind most telehealth companies, and why a written path for disagreement protects everyone. She is generous about founders throughout: most gaps are not purposeful, and the fix usually starts with questions, not accusations.
For any clinician joining a startup early, or already inside one, this is a clear look at what good structure looks like.
This episode is for general education and is not legal advice. Please consult your own attorney about your specific situation.
Key Outcomes: What You Will Gain
A short list of structural green flags to look for before you sign and once you are inside
A plain-language understanding of the MSO-PC model and which side of it your role sits on
Language for asking about governance, sign-off authority, and transparency without sounding adversarial
A clear sense of when to bring in your own attorney, and why the start of the relationship is when your leverage is highest
A trusted community where clinicians and founders share what they are seeing
Must-Hear Insights and Key Moments
Good governance includes you early. In a well-built company, the clinical leader attends meetings with legal and leadership and has visibility into decisions that look "businessy" but, in many states, fall under clinical purview: advertising, pricing, patient intake and onboarding, and which pharmacy the company works with. If that transparency is missing, Rebecca suggests assuming it is a knowledge gap and helping educate the team.
A real job, with sign-off authority. Rebecca's sharpest point: some companies hire a physician to put a name on the slide deck without giving real responsibility or accountability. That risk lands hardest on the clinician, because it involves their license. Look for a defined mechanism for you to sign off on patient-related decisions.
Know which side of the structure you sit on. In the MSO-PC model, the management services organization runs everything except the delivery of care (technology, HR, accounting, marketing), and the professional corporation is the clinical entity that can legally practice. A clinician can hold one role on each side, but in a well-built company the contracts say clearly which role is clinical and which is not.
The title on the contract matters less than the job. "Medical director" carries a broad meaning in healthcare. Legally, what matters is the work underneath the title, so understand exactly what you are responsible for and make sure no one else is doing that job for you.
Disagreement needs a written path. Many bad outcomes Rebecca sees start when the business side overrides the clinician. Mature companies define an escalation path and hold a regular governance meeting (many of her clients hold one monthly) to surface issues, assign an owner, and document the resolution.
Lead with questions. Most clinical and business conflicts come from an imbalance of information or a communication gap, often made worse by email and Slack. Showing up with "I am concerned and I have questions" works better than accusations. If the other side is not open to discussion, or you see real patient risk, that is the time to call a lawyer.
Get your own counsel before you sign. A company that encourages you to have your own attorney review your agreement is a green flag. Have equity terms reviewed at the start, when the company is trying to hire you and is ready to negotiate. Rebecca's rule of thumb is that a straightforward equity review should not cost more than about a thousand dollars.
Key Questions Helen Asks Rebecca
How can a clinician tell, structurally, that a company respects clinical judgment? Look for clinical governance built early, a real job with real accountability, and leaders who are curious about the line between clinical and non-clinical decisions and want to stay on the right side of it.
What if you are inside an early-stage company and some of those pieces are missing? Assume it is a knowledge gap, not bad intent. Healthcare is highly regulated, and a company new to it needs a guide. An AI tool can help you build a first list of questions, a peer community can give you a "peek around the corner," and a healthcare attorney can take it from there.
What is an MSO-PC, and what does it look like when it is well built? The MSO is the back end that runs everything except patient care. The PC is the clinical entity that can legally practice. Together they look like one company to patients. When it is well built, clinical work stays on the PC side and your contracts make your roles clear.
How do you raise a clinical concern so it becomes a win-win, not a standoff? Start with an open discussion and more questions than indictments. A standing governance meeting with a clear owner keeps issues from turning into "I have been calling for four weeks and no one will talk to me."
When should a clinical leader have their own attorney? Always if there is a problem, and as a best practice whenever you sign an agreement for clinical work or receive equity. The beginning of the relationship is when you have the most leverage.
Words of Wisdom: Standout Quotes from This Episode
"We're risk-averse by design, but inside a startup, a lot of the risk sits where we cannot see it." - Helen Tanner
"I have seen too many companies out there hire a physician so that they have a physician's name on their slide deck, and that physician is not given those responsibilities or any accountability. And that's a real risk to the clinician." - Rebecca Gwilt
"Legally, it doesn't matter what the name of the contract is. What matters is what the job underlying it is." - Rebecca Gwilt
"There are probably more questions to be asked than indictments to mete out." - Rebecca Gwilt
"The problem with waiting until you're exiting, or waiting until there's a problem, is you have lost a lot of leverage." - Rebecca Gwilt
"What I like to call a peek around the corner. Peek around the corner and see what might be an issue, and then start asking questions." - Rebecca Gwilt
Rebecca's Top Three Green Flags
A willingness to answer your questions and entertain challenges to what the company thinks is right.
A commitment to build governance infrastructure around the clinical side of your job, so you understand how and when you can exercise authority.
A vision you share and believe in.
About Rebecca Gwilt, JD
Rebecca Gwilt is the co-founder and managing partner of Elevare Law, a modern law firm advising healthcare leaders on regulatory, transactional, corporate, and commercial legal matters. She built Elevare Law around a tech-enabled, business-first approach to client service: lawyers who use the latest tools to improve and accelerate client service, and strategic counsel that moves a company forward rather than only protecting it. Before co-founding Elevare, she co-founded and ran one of the country's first healthcare innovation legal boutiques, and earlier worked on Affordable Care Act implementation at HHS. She is also co-founder of Elevare Tech, Inc., building technology to scale legal services for healthcare innovators. A former journalism student, she writes weekly about healthcare law and policy on LinkedIn and on the Elevare Law blog.
Mentioned in the episode:
Elevare Law blog: Rebecca's writing on healthcare law, policy, and what she sees across her clients
CPOM Isn't Your Only MSO-PC Risk. It's Not Even the Scariest One.: an Elevare Law article on MSO-PC structures
Health Tech Nerds: the Slack community of clinicians, founders, and health tech operators that Rebecca calls "an unlock" (and where Helen found Rebecca)
Further reading: search "MSO-PC" or "corporate practice of medicine" for more on the structure behind most telehealth companies
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Episode Transcript:
Note: We use AI transcription so there may be some inaccuracies
Helen Tanner: Welcome to The Early Hires, the podcast for clinicians and startups. I'm your host, Helen Tanner. This is a show for early clinical operators working alongside founders to build the next generation of healthcare companies. Every episode is designed to help you feel more understood in your role, clearer about your influence, and more confident in how you show up inside a growing company. If you're a clinician working inside a startup, The Early Hires is for you.
Hi, I'm Helen, your host of The Early Hires Clinicians are trained to be careful. We're risk-averse by design. But inside a startup, a lot of the risk sits where we cannot see it, in how the company is structured, who actually holds authority, what the board expects. and what our license is being used for. And you cannot avoid a risk that you cannot see. So today we're turning the usual conversation around by speaking with an experienced startup attorney, what to look for, the green flags, what a well-built company looks like from the inside so you can recognize it.
I'm so excited to have our guest today, Rebecca Gwilt, co-founder and partner in Elevair Law. Rebecca works with founders and companies building in healthcare, in telehealth, virtual care, AI, and the structures behind them, and the work that puts her in constant, close-up contact with the clinical side of those businesses. She's spent more than a decade on the company's side of the table, and before that, she worked on the Affordable Care Act implementation at HHS and advised on national health policy. I'm so glad she's here.
Welcome, Rebecca.
Rebecca Gwilt: Thanks so much, Helen. Glad to be here.
Helen Tanner: So give us the short version. How did you get into healthcare law and what pulled you toward founders and early stage healthcare companies specifically?
Rebecca Gwilt: I started out as a journalism student. And a lot of the reporting that I did in college was around health care policy. At the time, there were some pretty important emerging policy changes around health care services at college health centers on campus. This was during the period of the Zoloft black box tragedies. And also there was a bipartisan effort in Congress to fund college mental health facilities. So I got really interested in policy, really interested in mental health and healthcare access. I went to policy school and then found my way into law school, but the whole time really interested in how healthcare was delivered and accessed and paid for. I was very lucky to be graduating law school in 2010, the year that the Affordable Care Act was passed. It was the largest change in U.S. health care policy since 1965. And because of the nature of it, because we were starting on the journey that we're still on to paying for value and not volume of services, it really was impossible to make that happen without technology. And that was recognized by that piece of legislation. And the Centers for Medicare and Medicaid Innovation and the new departments around the exchanges and the Medicaid expansion really gave me an opportunity to sit at the center of the intersection between healthcare policy, healthcare law, and technology. So I got really interested in it then, and I had a couple of jobs in that space and decided there wasn't really anybody out there that was looking at this, at advising companies who were in this nascent area. So my partner and I started a firm to focus specifically on companies that were building healthcare tech enabled services and healthcare tech. And I carry with me the same passion I had back in 2010, which is we all deserve access to good quality healthcare that we can afford. And I'm still on that journey, helping a lot of companies that share that same vision.
Helen Tanner: I can tell the passion from your voice and I can see your face and I love that, which is one of the big reasons I wanted to have you on this. So after all that experience and your time watching these companies get built, where do clinicians fit in them? You know, what has this taught you about the role of physicians and clinicians who are involved with these early companies?
Rebecca Gwilt: Over 15 years or so, I've helped build dozens, maybe hundreds actually, at this point of companies in the healthcare space. And those companies have had clinicians in lots of different roles. You know, I've seen responsible and irresponsible interactions between companies and clinicians that work with and for them. Sometimes it goes south. But on the whole, I think people that found health care companies do so because of a passion to solve a problem that has to do with real humans. I have found this community in general to be very empathic and human focused while growing leaps and bounds into creating billion-dollar industries. But I don't think those companies and the founders of those companies go into this space because they don't respect medicine or the people that practice it. And I don't really subscribe to the philosophy that non-physicians shouldn't be building in healthcare. I think some of the most revolutionary ideas come from founders and adjacent or totally different industries. In terms of the clinician's role and what I've learned, I think it depends on the job, really. I do think specifically for companies that are building the telehealth space, companies that have clinicians that are involved in the direct treatment of patients or in some other way, creating technologies or processes or products that are about diagnosis and treatment and the process of delivering or connecting patients to care. Those are the companies where the clinicians should really, really be at the very front. But again, it depends on the position. I've seen lots of clinicians that are non-practicing in very, very important positions that are somewhere in the middle of the hierarchy. And in some cases, that's appropriate. And in other cases, they should be right at the top.
Helen Tanner: Yeah, and we have a number of clinicians who've been on this show, either they are chief medical officer, medical director, and then there are some doing product adoption. And then there are some doing frontline work. Sales. Yeah. And so to your point, there's so many different ways that clinicians can impact the growth and build of healthcare innovation in a startup. And I know one of the things that stood out to me in one of our earlier discussions, you said, in general, clinicians, just by our training, are risk averse, where we're taught to take care of patients. So it is thoughtful to be, and a good idea to be risk averse. But in a startup setting, there are pros and cons about some of that training. But a lot of times we cannot necessarily see the risks when we're joining a startup or when we're inside a startup. Yeah.
Rebecca Gwilt: And some of those startups don't know what the risks are, right? Until they go into Them.
Helen Tanner: Yeah. Right. And so maybe we can talk a little bit about how to help clinicians and how to help leaders within startups know what good looks like and how we can identify risks.
Rebecca Gwilt: Yeah, one of the reasons I was excited about the conversation is I usually am the person who has to post about the bad and scary thing that just happened, or had to look for the risk in otherwise really exciting business deal or company idea. So when you propose that we talk about green flags instead of red flags, I got really excited.
Helen Tanner: So I'm ready. Okay, me too. So, okay, when a company genuinely respects clinical judgment, is there a way to tell what that looks like structurally, like with something in place and the design, the governance? What could potentially a clinician notice from the inside that indicates good structure, good protection?
Rebecca Gwilt: Yeah, I would say a big green flag, and when I say green flag, I mean like run toward this direction, is a company that's gonna build clinical governance really early. Again, we've already talked about this, but there are really two categories of roles in my mind. There's the patient care, diagnosis, treatment, things that require a clinician's license, right? Things that are in your scope of practice that require a trained person to do, right? That's one category of role. And then there's a second, which is more of like a medico administrative operational kind of role. Mostly when I talk about building clinical governance, I'm talking about that first role. So if you're going to be involved in a company that wants you to sit atop of clinical decisions that require your judgment and training as a licensed clinician, I would say, look for a structure that has you attending meetings with legal and with leadership, someplace that has a mechanism for transparency for the kinds of things that the company is doing writ large, not just the kinds of things that you would consider directly involved in patient care, right? Because things like budgets and things like Patient onboarding, right? Especially in the behavioral health space is a good example, right? How do you communicate with patients? Things like advertising campaigns and pricing of services. Those are all business-y things, but in many states, those are considered to be within the purview of the person who runs the clinical aspect of an organization. So expect to be included in some of those things and to feel like there's some transparency there. Again, a lot of these companies don't know what's required. So I wouldn't think about a lack of transparency as purposeful, You may have to go in and educate them and say, listen, I'm not trying to be a problem here, but I've got to understand the full picture so that I have context to do my job to the best of my ability. The second is that you actually have a real job with real responsibilities and real accountability. for, again, the kinds of things that touch your judgment as a clinician. I have seen too many companies out there hire a physician so that they have a physician's name on their slide deck or on paperwork that says a physician is involved with patient care. And that physician is not given those responsibilities or any accountability. And that's a real risk to the clinician in addition to the company. But it's a more significant risk to the clinician because it has to do with their license. there should be a mechanism in place for the clinician to sign off on patient-related things. So in a telehealth model and an MSOPC model, this is hiring and firing clinician and clinical quality control, supervision of clinicians. This is engaging with certain vendors that have to do with client care. So the pharmacy that your company engages with, is that the right pharmacy? Should there be another pharmacy? Should there be options, right? Things like that. Advertising campaigns have a lot to do with the kind of care that's being provided and how it's being provided. Again, sort of the intake process for patients, all those things, there should be a mechanism in place for you to weigh in on. Now, the role of the management company in one of those models is to take a lot of the execution work off of the clinical science plate. That's great. They can draft things, they can vet people, they can help with a lot of the machinations of these things, but there should be a governance process in place to allow the physician enough context and enough authority to say yes or no on some of these things. And the last thing, which is a little bit more squishy, but I have realized in some of my most successful clients, which are also clients that respect clinicians authority and judgment and training, they're really curious about the line between the clinical and the non-clinical. And they want to make sure that they don't process it. They're interested in putting together rules and protocols and documentation and really understanding what I mean as counsel when I say that's a decision that has to be delegated to not delegated to owned by the clinician. And they'll say, well, why is that? And what about this one? This sort of skirts the line. That curiosity means they are interested in making sure that they are compliant, one and two, that they will work well with a clinician who says, hey, I need to be involved in that decision.
Helen Tanner: Those are really great points to think about. And I'm curious, let's say you are a clinician, you're in this early stage company, you love what they're doing, you love what they're building, and you realize that some of those pieces aren't there. And not again, for a lack of purpose, like we're not going to do this, but more for a lack of knowledge, right? You know, like how might the clinician, how might the leader go about raising the concern in a way that is thoughtful and helpful to get those things addressed? Do you have any advice for that?
Rebecca Gwilt: This is going to sound self-serving, but health care is an extremely highly regulated area of law and compliance. Most physicians who have worked and other clinicians who have worked in health care know this. A lay person who is new to health care or hasn't been deep in the compliance weeds of health care needs a guide Right doesn't necessarily have to be a lawyer, but needs someone who can explain to them where the risks are, and what that means for what they need to have in place internally. So, I hate to say a red flag is not having an attorney but it can be. I think also what folks have at their fingertips now that they didn't have when I started doing this a decade plus ago is LLMs that aren't right every time, but are pretty good at providing a framework. So if you have a question around how can I make sure that this role that has been presented to me, that the company I plan to work with is doing things the right way, right? You feel like you have context about what the job is. Plug that into Claude or OpenAI and it will give you more questions and will give you wrong answers. But it's at least a starting point to say, it looks like this is pretty complex. Have you guys done your homework here to make sure the two of us not going to get in trouble? And that's at least enough to start a conversation about those things.
Helen Tanner: That's a great point. And I know for me, there's been a couple of instances where the check through the AI was a good first point. And then I got to the point where I was like, I do need to reach out to a healthcare attorney for a little bit more clarification, or I could go back with that. And then we were able to work out some of the gray areas.
Rebecca Gwilt: Yeah, and I think communities like this, right, like all of the time, the people who are listening to this are participating in these conversations everywhere, every day, and being able to share that with each other. Oh, I heard this. Oh, well, this is how my company does it. and they're at different levels of maturity in their journey through this. I think that's why what you're doing is so important. That knowledge sharing, again, it's going to be through the grapevine, right? So it may not be 100% correct, but it could give you what I like to call like a peek around the corner, a peek around the corner and seeing what might be an issue and then start asking questions and go from there. And you may be able to answer on your own and you may need to bring into somebody to to answer more specifically.
Helen Tanner: Explain to us a little bit about an overview of MSO and PC. Like what's the structure? What does that look like when it's a well-built versus kind of a checkbox? Just a brief overview.
Rebecca Gwilt: Sure. I spend my whole life in this, so I'll try to make it as brief as possible. So an MSO is an acronym, you know, healthcare loves acronyms. MSO is an acronym for a management services organization. It's not always the same name depending on where you are. I've heard administrative services organization, business support services organization. The important piece is it is the back end of the clinical delivery mechanism. It is the website developer. It is the HR function. It is the accounting and legal function. It might staff non-clinical personnel. It might be building the technology stack behind whatever the company is, right? All of the things that don't touch patient care. That's what that company does. These used to be called physician practice management companies, same model, right? A management company that runs everything about a medical practice except for the delivery of care. And the delivery of care happens on the PC side. That is an acronym for professional corporation. In some states, it's a professional association. In some states, you're going to have a professional limited liability company. The point there is it's the clinical entity that can legally practice whatever it is, medicine, physical therapy, behavioral health, et cetera. And these two entities work together to build companies that on the front end look like one company. Any telehealth company you can think of right now, this is the model it's built on top of. Teladoc, Kinnison, Hearst, Amwell, all of the ones you can think of are built on this model. where the back end is two different companies working together and the front end is one brand. That's the long and the short about it. And I can send you a link to an article I've written, like sort of a 101 for what that looks like today, because there's a couple of different permutations of it. So it may not look as clean as I just described it, but that's the base model.
Helen Tanner: Yeah, I think that's really important since, again, we have so many different types of clinicians working in different types of startups with different types of setups. So I think that would be really helpful.
Rebecca Gwilt: And if you want to do more research, the term to look for is either MSOPC or corporate practice of medicine. There are a number of articles by lots of different folks online. I find sometimes that reading about the same topic over and over again helps me gel it in my mind.
Helen Tanner: All right, thank you. So medical director, chief medical officer, clinical advisor, title versus authority. This is something I talked about in one of my solo episodes, once you're on the inside about title versus authority. I just wanted to hear it from your perspective. You know, sometimes the title carries real authority and sometimes as you kind of mentioned earlier, it's so the company can put a name on the slide. You kind of mentioned a little bit about the way the clinician can tell a difference. Do you have any other insight into that of maybe questions to ask or what they might look for that makes sure that they're being utilized in the right way, I guess?
Rebecca Gwilt: Sure. So the green flag on this one is you come into an organization and they help you understand and you know exactly what things don't involve your license. and what kinds of things about your job do involve your license, and you're given authority on the latter. In many telehealth models, clinicians, particularly the clinicians that are considered the friendly PC owners, have two different roles. One role is a clinical role on the PC side. So they're a medical director or they are a nurse. They are a physical therapist. They are a psychologist, right? It's a clinical role. A lot of clinicians don't like because it has a very specific meaning in healthcare that is quite broad, right? As you are the clinical director or the medical director, you're in charge of a lot, a lot of things. So if your job is just providing care, you may not want to be called a medical director. And legally, it doesn't matter what the name of the contract is, right? What matters is what the job underlying it is. In any case, that's one type of role that's a purely clinical role. The other type of job I often hear referred to, and I ran contracts for this, so I call it myself, a clinician advisor, or physician advisor, or a nurse advisor. And these are roles that are generally with the management company, so the MSO side. These are roles where generally you're paid in equity. as opposed to having a full-time void role. That's in the telehealth model, right? In a non-telehealth model, in a position where a clinician is not involved in patient care, they're gonna get a traditional contract. They're gonna get an employment agreement that says, here's your salary and here's your job, and it has to do with healthcare, but you're not gonna be using your license for it, but here's your job. But in the telehealth model, the same clinician can have both. positions. They're both a clinical advisor where they get equity in the company and they do non-clinical things and a clinical position, medical director or just clinician agreement. And for those, the companies that do this the right way, it is very, very clear. what you are doing on both sides, right? Because you can have two different jobs with two different companies. Of course, that's legal. But one should be defined as non-clinical, and one should be defined as clinical, and that should be clear in the contracts themselves. And, you know, I heard you say something about an authoritative name versus actual authority. So how do you know you have actual authority? You have a specific job with specific requirements of that job, and you are allowed to do those things. Nobody takes over that job from you. Those are things that you're either involved in, and there's a clinician sitting above you that is accountable and responsible for, or you have a problem, right? Sometimes I've seen organizations that not always purposefully, often accidentally will have clinical things happening over at the management company side or outside of the PC. You don't want to see that. The second thing I would say, and this is more common in more mature companies, right? Because early stage companies are trying to do a million things. They haven't grown up yet. But in more mature companies, there should also be a defined escalation path. When a clinical leader disagrees on something that touches patient care, disagrees with the non-clinical side, right? It's not illegal to disagree because there are business and patient care things that get mixed up all together. But there should be a path to resolving that disagreement. And this is as important for the clinician as it is for the company. A lot of the bad outcomes that I see in companies are when the management side tries to and sometimes successfully overrides the clinician and then a lawyer gets called or a regulatory body gets called. So there should be a way to resolve these things written down in protocol that shows that there's an expectation by the company based in reality. which is that there are both business and clinical priorities for a healthcare company writ large, any kind of healthcare company. And there should be a way to work through when there's a disagreement.
Helen Tanner: This is such a big deal for me. There is so many stories about this and this is such a stressor discussion at certain points that I think many of us have encountered. We're in a leadership role and we definitely are carrying the authority. And we start to see that there is no clear path or there is some concern about the clinical side being overridden by the business side in a way that causes some stress, some consternation of patient safety. And hopefully this isn't happening a ton, but let's say it's a little bit on the borderline. What's the best way to go about this? So it's a win-win for all, not like a, you know, I'm out of here. necessarily. But you know, hey this is really making me uncomfortable right now and let me tell you why and let's figure out a way to cover this for both of us. You know, do you have any thoughts about how to address that or what we should do? Is the next step let's talk to the attorney? Is it wait let's do some best practice and set this up? What have you seen?
Rebecca Gwilt: I would say my experience most of these kinds of conflicts involve an imbalance of information or a communication issue, right? And a lot of this today is happening through email and through Slack and through text messages. And that just compounds things, right? That's a normal work conflict kind of thing. I think in those situations, both sides need to realize that there are probably more questions to be asked. than indictments to mete out. Now, an open discussion, I would say, is always the first step here. If you run into a situation where you do not feel like the other party is open to a discussion, or if you feel that there is real patient risk happening, that's when I think it's probably time to talk to a lawyer who's seen this before. It just is the case. that some people are more likely to move and compromise when the stakes are raised. And that's what happens when you get a lawyer involved. But I would say in many cases, this is nerve wracking on both sides, a lot of pressure on both sides. And if there isn't a sufficient amount of trust built up, communication becomes really, really hard. So I always tell my clients, let's just ask a lot of questions. And if we show up with, I'm really concerned I have these questions, as opposed to you did this, and you're not allowed to do this. and you're putting people at risk, right? These kinds of accusations, it can cause defensiveness and sledding and all of those kinds of things, right? And usually these things can be worked out, right? Usually it's an imbalance of information. It is a failure to recognize the significance of an issue because either it hasn't been explained or the person doesn't have that kind of context. But I think again, if you follow the other green flags, you're going to be with a company that knows how important a clinician's opinion is, that knows how important it is to the future of the company to be a real partner and listener to a clinician. I think you're less likely to run into these situations.
Helen Tanner: Yeah, and I also think to your point of pressures, right, the pressures can be intense on both sides. And if your colleagues who are your business leaders, a founder, they're certainly feeling pressure from investors and the board and meeting what they need to meet too. And then, of course, the clinical side feels those too, but then they're also thinking patient safety as their main role. And so I think that can be such a challenge sometimes to figure out the middle. I mean, this isn't a new problem. We're seeing this everywhere, but it does come down to a lot of how you're able to communicate to each other by asking thoughtful questions and then how to structure that as a win-win versus, like you said, kind of more, I guess, size-based. Adversarial. Yeah. And I think that's a skill, you know, that's a skill that you get over time more is, okay, this is a collaborative win-win and how do we set this up?
Rebecca Gwilt: Yeah, I think that's the other reason why this governance process and infrastructure is so important, right? If you have, like many of my clients do, one day a month with somebody in charge of that meeting during that day of the month, where the purpose of the call is to surface these kinds of things, resolve them, assign an owner to them, make sure that it is prioritized, documented, et cetera. It's very hard to get the scenarios that I have seen in the past, which are, I've been calling them for four weeks and they won't give me the whatever, right? Nobody will talk to me. I'm locked out of the system. They've made a decision about this prescription drug that I don't agree with and I can't get anybody on the phone, right? That doesn't happen when you have a structure that's specifically meant to capture those kinds of things and resolve them and a reporting structure that makes sure that those issues end up at that meeting.
Helen Tanner: Yeah. So I do want to talk a little bit about getting and hiring counsel. So the company counsel clearly represents the company and not necessarily the individual clinician, but certainly the clinicians, the company as a whole. Right. But when should a clinical leader have their own attorney? Is it best practice for most clinical leaders to have their own attorney outside of company counsel? What have you seen there and what is that time actually by them? Is it more when there's a potential problem or is it just a good idea to have one?
Rebecca Gwilt: Always, if there's a problem, again, I would go back to the two different kinds of position, right? So if you're talking about the MSOPC model or a model in which you're a clinician delivering patient care, as in any job for a clinician, it's best practice to have a lawyer look over your agreement, right? What are you agreeing to? What are the terms, et cetera? Usually that's an employment agreement. For the MSOPC model, Green Flag is a company that encourages you and expects you to get your own counsel because you are the owner and the other side of a very complicated transaction. And they usually pay for it, right, in those cases. The other side of this, the other kind of job, and also this sometimes happens if you're a clinician advisor, like I mentioned before, is getting a job where there are equity incentives. Equity incentives are complicated for anybody and everybody. It's not my primary area of practice, but I've learned a ton about it, representing venture-backed companies for a very long time. And I still use our firm's partner, Corporate Counsel, to make sure that I understand what's in these contracts before I respond. So it's complicated for equity incentives. Absolutely have an attorney take a look at it. Generally, they are not that complicated and it will not be that expensive for you. That's not something that these companies usually pay for. Yeah. I highly recommend that also. The problem with waiting until you're exiting or waiting until they're a problem where there's a problem is you have lost a lot of leverage, right? They want to hire you at the beginning and they want to give you these incentives. And so they're going to negotiate with you around them. Once you're on your way out, your value to the organization necessarily goes down because they have to replace you or they're moving on, et cetera. So always best to pay for this at the beginning. I don't think for corporate counsel to take a look at a term sheet, you should be paying more than $1,000. If you are, try another company. This is someone who will read the documents, sit with you for a moment, tell you what they mean, and answer any questions that you might need. And then usually you can go back to the company and say, my lawyers at X, Y, and Z, can you do this? Unless you are a very senior person in that organization and you're getting a significant amount of equity, the negotiations on these things are easy, fast, generally.
Helen Tanner: Yeah, I mean, and you can negotiate things like if you exit or when you sell, you get a certain portion right away versus, I mean, I've seen contracts where you get some at a certain point and then it may not be till five, 10 years out of it. You know, your vesting schedules can be negotiated. Yeah, there's a number of different things that can be negotiated at the senior level.
Rebecca Gwilt: Yeah, it's probably worth doing a whole session on this. There are a lot of different terms that require their own level of education, terms like options or testing or acceleration or invention, assignment, things like that. There are quite common documents that go in front of physicians and other clinicians in these contracts that is worth understanding. And listen, Helen, if you can give it away for free, they don't have to spend that grand. Right. I know.
Helen Tanner: Well, we'll do a follow up on that. So I am not kidding. That is one of the top questions that I have people email in and talk about. So as we start to wrap up, could you give kind of a quick rapid round of your top three green flags that clinicians should run towards?
Rebecca Gwilt: Top three would be, gosh, this isn't very specific to this area of law, but top three would be a willingness to answer your question and entertain challenges to what they think is right. a commitment to build a governance infrastructure around the clinical aspect of your job. If in fact you were using your license to do work, you need to understand how and under what circumstances you are able to exercise authority and overrule a non-clinician in that space. I think the third would be someone who is clearly interested in a vision that you agree with. There are a lot of healthcare companies that can generate big, big dollars, and not all of them will you have a shared vision with, right? If you're not passionate about, believe in, qualified for the kind of job they're offering you, I think it sets the whole organization up for difficulty, if not failure, yeah.
Helen Tanner: Thank you so, so much for all of that. That is a lot of great information. And I can't wait to share a little bit more about that as this comes out. So tell me what you are building and about your law firm and who are you the right fit for? Tell us more. Oh, thank you.
Rebecca Gwilt: This is where everybody turns off the recording.
Helen Tanner: Please stay.
Rebecca Gwilt: Well, like many of you, I'm still building. So, and my law firm, we provide legal counsel and strategy consulting exclusively for healthcare technology and tech enabled services companies. After I and a partner of mine founded and ran the country's first healthcare innovation legal boutique for about 10 years, my current partner Caitlin and I built Elever Law as a modern law firm that is powered by an agentic intelligence platform. Our technology gives every one of our clients its own memory learning loops, and it builds knowledge and context with every interaction that we have with them across all of our client touchpoints. And why does that matter? Well, that enables our very experienced health care attorneys to serve our clients faster and better and at lower cost. We also built what we call the Canopy. So beyond our core healthcare regulatory and corporate work, we coordinate with a network of boutique specialist firms, and they cover things like tax, unemployment, IP, M&A, corporate securities. So for clients with multi-entity structures or work that touches a number of different specialized areas, we're able to provide counsel without having to, well, without you having to manage several separate outside relationships yourself, or of course, pay the big bucks at Big Law. It's been a lot of fun. We're continuing to build and thanks for the opportunity to talk about it.
Helen Tanner: Yeah. You mentioned that you do have some colleagues that work on equity or can help explain the equity piece. If there were questions about that, or if somebody did want to hire somebody, is there somebody in Elevair or would you be able to point them in the right way?
Rebecca Gwilt: Yeah. The canopy that I just mentioned, they're all connected to the firm. So all of the firm's clients get access to all of those different practice areas. So yes, absolutely. And maybe I'll ask them if they'll consider coming on the pod and giving you guys a one-on-one.
Helen Tanner: Yeah. The other thing I really love that you do is you're a really great writer and I feel like you are very active on LinkedIn, but also you blog on your website, correct?
Rebecca Gwilt: I do. Well, I remember I told you I was a journalism major, so I started my career as a writer. But yes, I write about law and policy and what I'm seeing from my clients every week on LinkedIn. You can find me there. And the website where my blog is, is www.eleverlaw.com. You can learn more about us there. Also, it's September 22nd right now, but I will be in Las Vegas in November of 2026 for health. So if any of you are there, if you see me say hello, I'm going to be wearing a wild outfit. You will see me from across the convention center.
Helen Tanner: I love it. One question that I ask everybody at the end of the show, what is the single most helpful resource that you used when you were starting to work in the startup or early company phase? You know, a tool, a book, a framework, a mindset, you choose, and why was it so important to you?
Rebecca Gwilt: Yeah, well, you know, I gotta say the world moves so fast. When I started doing all that stuff, it's outdated and trash. It takes a lot of energy and a lot of flexibility. You gotta move and you gotta pivot and you gotta be okay with a little bit more risk than you're comfortable with. Lawyers and physicians are similar in that way. One tool that has helped me for years and years, shout out forever, I'm their biggest fan, is Health Tech Nerds.
Helen Tanner: Oh, yes. That's how I found you. And then you ended up being my neighbor.
Rebecca Gwilt: Yes, absolutely. Okay. So Health Tech Nerds is an unlock in a huge way. There are a lot of clinicians on there. Also a lot of founders on there. It's a great community. Lots of very generous folks who are willing to give away free advice, tell you their experience. There's hiring that happens on there. They have a little bot that can search their archives so that if there's a topic you want to learn more about, I'm sure it has been discussed in that forum. So shout out, Health Tech Nerds. It's an amazing community. I am active there and I give out free advice all the time, not legal advice, folks. Like today. Yes. The other thing that I wouldn't say that just helps you be a person who like a human who survives in this space is a gratitude practice. I know, and I'm not a very woe-woe person, but I heard two decades ago, Oprah Winfrey say that you can change your brain if you change your thoughts. And actually the neuroplasticity research has borne this out. We know now, but every day I think about on purpose, three things that I'm super grateful for. And it has made me a happier, more energetic, more empathic, more gritty, kinder person.
Helen Tanner: Yeah.
Rebecca Gwilt: And those would be my two things.
Helen Tanner: I love that. Well, thank you so much, Rebecca, for your time today. Very excited to share this and hear back from all of our colleagues. And I just thank you so much.
Rebecca Gwilt: Thank you for having me. Good luck.
Helen Tanner: Thanks for listening to The Early Hires. These conversations exist because clinicians like you are doing hard, important work inside growing companies. If this episode resonated, please share it with a colleague and take a moment to rate the podcast so more clinicians can find The Early Hires. And if you'd like more, visit TheEarlyHires.com for the latest news, resources, and updates for clinicians and startups. I'm Helen Tanner. Thank you for the work you're doing and the voice you bring to it.
