03/17/2026 Sev Hrywnak, DPM, MD
Are Large Groups Calling Your Office and Asking You to Sell?
Due Diligence Checklist for Podiatric Physicians
1) Deal Structure and Valuation
Ownership vs. management-only model: current stake
and post-transaction ownership.
Earn-out mechanics specific to podiatry metrics
(e.g., procedure mix, surgery volumes, implant
reimbursements).
Valuation basis: surgical margins, implant costs,
managed care mix, diabetic foot care volume.
Exit provisions: buy-backs, partial exits, tail
revenue streams (e.g., post-op follow-ups).
2) Governance and Control
Board composition and physician seats; reserved
matters (clinical protocols, implant purchases,
facility expansion).
Decision rights on procedure mix, outsourcing
(e.g., off-site imaging, custom orthotics
fabrication).
Deadlock provisions and tie-breakers relevant to
sharing facility decisions.
3) Autonomy, Clinical Standards, and Culture
Scope of clinical autonomy: surgeries (e.g.,
bunion, ingrown toenails), anesthesia policies,
wound care protocols.
Leadership roles: retained podiatrist leaders
(surgical director, clinical lead) and reporting
structure.
Culture fit: integration plan for podiatry team,
orthotics/prosthetics staff, and WOC nurses.
4) Compensation, Incentives, and Financial
Protections
Base salary vs. production-based incentives;
instrument/device procurement control.
Earn-out targets tied to podiatry-specific metrics
(procedure volumes, grafts, implants, diabetes
foot exams).
Post-transaction liabilities: malpractice tail,
CME coverage, credentialing for devices and
implants.
Tax planning: entity structure considering implant
inventory vs. services, depreciation on surgical
equipment.
5) Compliance, Privacy, and Data Security
HIPAA/privacy controls around podiatry notes,
imaging, and diabetic foot records.
Billing integrity for surgical codes (CPT/HCPCS)
and implant-associated charges; anti-kickback
safeguards. Are the implants being provided owned
by the large group?.
IT systems for imaging (X-ray/PODI) and
interoperability with orthotics labs or external
imaging.
6) Operations and Transition Planning
Integration plan for on-site clinics, wound-care
centers, and orthotics fabrication.
Scheduling and on-call coverage, especially for
surgical and after-hours wound care.
Facility allocation: clinics, surgical suites,
imaging capabilities, and third-party
partnerships.
Staffing transitions: retention bonuses for key
foot and ankle surgeons, nurses, orthotists; non-
compete scope.
7) Patient Impact and Care Continuity
Continuity of care for diabetics, peripheral
vascular disease patients, and post-op pathways.
Patient privacy during transition communications;
opt-out processes where applicable.
Patient feedback channels specific to podiatry
services and orthotics dispensing.
8) Legal and Risk Management
Representations and warranties on clinical
licenses, device approvals, and supplier
contracts.
Indemnities for implant-related liabilities and
post-deal clinical outcomes.
Non-compete and non-solicitation terms; geographic
scope including satellite clinics.
Compliance with Medicare/Medicaid and private
payer regulations specific to podiatry services.
9) Exit and Continuity Planning
Buy-back provisions for podiatry leaders;
milestones tied to surgical volumes or patient
outcomes.
Succession planning for surgical directors and
foot-care specialists.
Transitional roles for leadership and clinical
directors during integration.
10) Specialty-Specific Considerations
Implant inventory management (hardware like
screws, plates) and supplier agreements.
Orthotics/fabrication workflows: ownership of
orthotics lab, transfer of manufacturing assets,
if applicable.
Wound-care program integration and specialty
certifications (e.g., diabetic foot ulcers,
vascular assessment).
Negotiating Strategy
Define must-haves vs. nice-to-haves
Must-haves: autonomy over surgical decisions,
independent leadership roles, clear podiatry-
specific earn-out metrics, backed by data on
foot/ankle procedures.
Nice-to-haves: dedicated podiatry imaging access,
enhanced lab/orthotics integration, staged
integration with clear go/no-go criteria.
Anchor with metrics relevant to podiatry
Use benchmarks for:
Surgical caseload per surgeon
Implant/device cost control
Diabetes-related foot care volumes
Wound care healing metrics and related outcomes
Demand open books on podiatry operations
Require access to implant inventory costs,
supplier contracts, and any capex for surgical
suites or orthotics fabrication.
Ask for independent audits of clinic profitability
by site.
Protect patient relationships and clinical
standards
Ensure patient panels and referral networks
preserved; specify transition plans for high-risk
patients.
Codify surgical protocols and wound-care pathways
to avoid detrimental standardization.
Data, privacy, and cybersecurity
Confirm ownership of podiatry patient data,
imaging rights, and consent for data sharing
inside the PE group.
R
equire breach notification timelines specific to
podiatry records and imaging data.
Exit ramps and flexibility
Include options to buy back or sell remaining
interests with clear pricing mechanisms.
Build in a path to independent practice if
performance targets are not met.
What do you get if the large group sells after
acquiring your practice
Engage advisory team early
Have a podiatry-focused attorney, a healthcare M&A
advisor with PE experience, and a financial
clinician to peer-review draft terms.
Consider staged signing contingent on due
diligence outcomes.
Sev Hrywnak, DPM, MD, Chicago, IL
