More importantly, AMCs that lose their focus on providing excellence in patient care and make decisions based on what is best for their “business” risk compromising patient care and losi
Trang 1outstanding patient care Thus, the core mission provides a compass for all sion making As pointed out by Porter and Teisberg, AMCs that do not focus on providing excellence in patient care will not be able to compete in the increas-ingly competitive healthcare marketplace More importantly, AMCs that lose their focus on providing excellence in patient care and make decisions based on what is best for their “business” risk compromising patient care and losing the trust of the society that they serve.
deci-An example of how making decisions based on what is best for the business rather than on what is best for the patient can compromise patient care was recently detailed by John Carreyrou in an article appearing on the front page
of The Wall Street Journal [64] In 1981, UPMC recruited Dr Thomas Starzl,
the first surgeon successfully to transplant a human liver, from the University
of Colorado Within a short period of time, UPMC became the leading plant center in the world, performing nearly 600 liver transplants each year The charge for a liver transplant is between $400,000 and $500,000, so UPMC reaped enormous financial rewards and gained great prestige
trans-UPMC leaders parlayed the profits from liver transplants into the ment of one of the nation’s largest and most financially successful nonprofit hos-pital systems, with operations in Pennsylvania, Sicily, Ireland, and Qatar With three-quarters of its $7 billion in annual revenues exempt from federal and local taxes, UPMC has been criticized for having many of the trappings of a for-profit company: Its chief executive earns $4 million per year, 13 other employees earn between $1 million and $2 million, and executives travel on a corporate jet However, these business excesses were often ignored because the academic mis-sions had clearly profited from the largesse of the health system
develop-Over the two decades after the perfection of liver transplantation, Dr Starzl and his team trained the world’s transplant surgeons to perform the complex pro-cedure As a result, by 2001, the number of transplants at UPMC had decreased
to approximately 130 per year Seeking to restore the luster and the financial performance of the liver transplant program, UPMC recruited Dr Amadeo Marcos, “a dashing Venezuelan…with a taste for Ferraris and Porches, who spe-cialized in the emerging field of transplants from living donors” [64] Although the use of living related donor livers was highly controversial—particularly after the deaths of both donors and recipients occurred in New York—Dr Marcos promised to use the technique to double the liver transplant volume in his first year Nonetheless, the recruitment was not reviewed favorably by the academic physicians
Dr Marcos came with baggage: a complaint for sexual assault that had resulted in his being pressured to resign from the Virginia Commonwealth University School of Medicine and charges levied against the University of Rochester Medical Center for circumventing state organ allocation rules
Trang 2between 2000 and 2003, when Dr Marcos had been in charge of the program [64] At a time when a shortage of unrelated liver donors limits the number of liver transplants, the development of a program based on using living, related donors would markedly increase the ability of the hospital to perform these highly reimbursed procedures Thus, hiring Dr Marcos was a reasonable deci-sion from a business standpoint—but not necessarily from a patient safety standpoint.
Within a year, Dr Marcos had doubled the hospital’s liver transplant umes However, as noted in Carreyrou’s report, significant concerns were raised about the program The average age of deceased liver donors increased from 41 when Dr Marcos joined the program to 47—9 years above the national average Thirty liver recipients died within 2 days of surgery and 35% of liver transplants over a 6-year period (441 transplants) were performed on patients who did not have a level of disease consistent with requiring a transplant Taken together, these results suggested that liver recipients were being put at risk to increase the total number of transplants performed Indeed, according to Dr Howard Doyle, who worked in UPMC’s transplant intensive-care unit before leaving for
vol-a position in New York, “For the first time in yevol-ars, we hvol-ad people dying on the operating table or in the ICU” [64]
Although Dr Marcos reported that no donors experienced serious tions and that only 34% of a subset of transplant recipients suffered a serious complication, a subsequent review by Dr Starzl found that the rate of life-threatening complications was actually 60% [64] When Dr Starzl brought his concerns to UPMC’s chief executive officer, other officials, and the chair of the Department of Surgery, “a tense six-month standoff ensued” [64] Worried that the results would be covered up, Dr Starzl submitted his results to a medical journal, but the journal was not able to publish the findings after receiving a call from UPMC’s chairman of surgery informing them that Dr Starzl had not received patient authorization to collect the data
complica-Ironically, the married Dr Marcos was only asked to resign from UPMC after his arrest during an altercation with a female co-worker with whom he was
having an affair was reported in the Pittsburgh Post-Gazette and a complaint
was filed by a second UPMC worker with whom he was also reported to be having an affair [64,65] Thus, although good business practices are important for supporting the core mission of providing excellence in patient care, making business decisions without the constant internal compass of the core mission can lead to making the wrong decision A century ago, Osler raised the same concerns when he noted that “the practice of medicine is an art, not a trade; a calling, not a business; a calling in which your heart will be exercised equally with your head” [66]
Trang 3Improving the Finances of the AMC
to Support the Core Mission
At a time when AMCs are financially challenged because of decreased ments from payers, decreased funding for research, increased numbers of unin-sured patients, declines in investment revenues, and increased competition from community hospitals, the AMC must identify opportunities to increase its rev-enues while at the same time decreasing expenditures The most important tar-get should be improving patient care because improvement in care delivery can increase revenues while at the same time lowering costs However, AMCs must take additional steps to ensure that flow of funds is effective and timely and that the organizational structure can effectively support the missions of the AMC Recommendations to fulfill these goals are made in the following sections
reimburse-Ensure Delivery of Outstanding Patient Care
Consistent with the primary thesis of this book, the most effective means of increasing AMC revenues is to ensure the delivery of outstanding patient care This view is consistent with dicta that have been espoused by Porter and Teisberg
in their recent text, Redefining Health Care They propose that the ability of an
academic or community hospital to be competitive in the future will be mined by its ability to increase revenues and decrease costs by pursuing what the authors refer to as “value-based competition” [67], which encompasses eight fundamental principles:
deter-1 The focus should be on value for patients, not just lowering costs
2 Competition must be based on results
3 Competition should center on medical conditions over the full cycle of care
4 High-quality care should be less costly
5 Value must be driven by provider experience, scale, and ing at the medical condition level
learn-6 Competition should be regional and national, not just local
7 Results information to support value-based competition must
be widely available
8 Innovations that increase value must be strongly rewarded
Many of the recommendations contained in Porter and Teisberg’s report have been described in earlier chapters of this book and have been incorporated into new strategic initiatives or novel organizational platforms at a few of the nation’s best AMCs For example, value-based care requires a team approach
Trang 4with coordination of care and joint accountability for outcomes and cost over the full cycle of care The development of a team approach to patient care is a fundamental objective of the creation of clinical service lines—a new strategy for AMC organizations that was described in Chapters 1 and 2 AMCs that have
an integrated structure across the hospital and the medical school, a closed-staff model in the hospital, and an integrated physician practice plan have a structure that can serve as an optimal platform for providing and quantifying outstanding results across the full cycle of patient care This objective is much more difficult when the hospital and the medical school are not integrated
As we have seen in earlier chapters, AMCs are moving toward more nated approaches to patient care through the development of service lines—an objective that provides enhanced capabilities for coordinated approaches of care over the full cycle of disease The principle that value is driven by provider expe-rience, scale, and learning in medical conditions should be easy to achieve in an AMC: Academic specialists and subspecialists concentrate their efforts, innovate rapidly, develop dedicated teams rather than relying on part-time practitioners, have dedicated facilities, and have multiple colleagues in the same practice with whom to discuss difficult cases In addition, AMCs also participate in clinical trials—a factor that has been shown to be associated with improved outcomes for specific procedures [67] Coordinated care across the full cycle of disease is therefore far easier to accomplish in an integrated AMC than in a community hospital or in a nonintegrated AMC with an open-staff model
coordi-An important aspect of improving patient care will be to invigorate and financially support the ability of AMC physicians to create innovative mod-els of care as well as innovative treatments for disease As noted by Porter and Teisberg, “Innovation will reduce the costs of medical care far faster than the current efforts to control medical practice” as well as improving patient care [67] However, AMCs must develop innovative metrics to assess the efficacy of new processes and organizational strategies on outcomes and costs, rather than focus-ing exclusively on typical clinical trials that assess changes in clinical endpoints with new drugs or devices Even at America’s top AMCs, “the best clinicians have always learned by looking for what is associated with good results, [but] there is the opportunity to make the process much more systematic and rigorous” [67].Perhaps the greatest challenge that Porter and Teisberg put before the AMC
is that “value in health care delivery is created by doing a few things well, not by trying to do everything” [67] Meeting this goal is often a challenge for AMCs because it is also assumed that an AMC must do everything in order to fulfill its educational mission As will be discussed in greater detail in Chapter 11, smaller AMCs must learn to eliminate clinical programs in which they cannot provide outstanding care
Trang 5Develop a Rational System for Allocating Funds
Little in the scholarly or professional literature has addressed how funds are best allocated across the many missions of an academic health center By contrast, scholars in academic business and finance have developed rational processes for allocating resources across the components of a successful business [68] In suc-cessful businesses, the budget process is used to allocate funds toward activities that support the core mission while eliminating funding for functions that do not support the core goals Thus, the purpose of budgeting is not to decide how many resources each activity gets, but rather to facilitate the growth of key busi-ness opportunities
Furthermore, when revenues decrease unexpectedly, successful businesses decrease expenses by making selective cuts based on an understanding of the long-term value of specific parts of the organization to the ability to fulfill the core goal Importantly, budget cuts are not simply short-term fixes to get through another budget year, but rather are efforts to maintain a focus on the core goals AMCs have failed to follow the business paradigm and, as a result, funding deci-sions are often made based on politics and on who yells the loudest—a method-ology that has been referred to as the “charity” model [69]
Historically, AMCs have used revenues or “taxes” from profitable areas to subsidize areas that are not profitable because of low reimbursements or poor performance Because under optimal conditions 12–13% of an institution’s research costs cannot be supported by direct or indirect payments from extra-mural funding agencies, research efforts have also been cross-subsidized from well-performing clinical centers [69] This cross-subsidization usually occurs at the level of the dean of the medical school and is often not done in a transparent fashion Dr Samuel Wilson described the flow of funds of an individual surgeon
at the University of California, Irvine, during a presentation at the 76th Annual Meeting of the Pacific Coast Surgical Association [70]:
Now take into account the disappearing clinical dollar—1 million dollars in annual charges, with a 36% gross collection rate, less 10% billing costs, 10% dean’s tax, 7% department tax, and 20% over-head, is quickly reduced to roughly $190,000 for salary and benefits, leaving little time or resources for research and education
Referred to as the “dean’s tax” by the faculty and as the “academic contribution”
by most deans, this tax ranges from 2% of gross clinical revenues to as high as 15% of clinical revenues Although the dean’s tax is necessary to allow the medi-cal school to support its academic missions and to begin new and innovative
Trang 6programs, the use of these funds must be transparent and consistent with the strategic goals of the institution.
Because money is a zero sum game, spending more on one area of the demic medical center means that less will be available for other areas, leading
aca-to a vicious cycle that eventually depletes the capabilities of all secaca-tors, weakens institutional finances, results in faculty dissatisfaction, and diminishes the core mission of outstanding patient care [71,72] Particularly at a time of financial stress, AMCs must use comprehensive strategic planning and restructuring to develop templates for transparent resource allocation that are based on support-ing the core mission of the institution [73] A plan for rational resource alloca-tion was recently developed at the University of Pennsylvania based on five basic principles [74]:
1 align the fund-flow allocation system with the institution’s strategic plan;
2 be fair and transparent in funds flow allocation by clearly defining the purpose of the funds, defining performance expectations and support duration, and making decisions based on data;
3 match revenue with expenses;
4 provide appropriate incentives by linking faculty compensation with ductivity while at the same time providing opportunities for gain sharing; and
5 measure performance in an ongoing fashion
Clinical support was categorized as follows: new program start-up; purchased services, including administrative salaries; support for programs, including those important to the mission of the institution that lose money because of market conditions; incentive pay through gain sharing around financial improvements; and pass-through payments from third-party contract payments where global payment is received by the health system and then allocated to hospital and physician practices [74] Although the Penn system may not work for everyone,
it can form a starting point for discussion
Develop a Data Bank for Academic Healthcare
AMCs hide behind the shield of the “nonprofit” institution; as a result no federal or state statutes regulate their disclosure of financial information However, unlike most nonprofit organizations, AMCs fulfill a critically important societal need They train the next generation of physicians, are the homes of seminal discoveries that lead to transformational changes in our abil-ity to treat a wide array of human diseases, and provide outstanding care for complex and high-acuity diseases In addition, even smaller AMCs in urban
Trang 7locales contribute substantially to the economics of their regions One need only look at Pittsburgh, Pennsylvania—a city that transitioned from an econ-omy that evolved around the steel industry to one that is now dependent on the healthcare industry in general and specifically the University of Pittsburgh Medical Center.
As a result of their enormous impact on the cities in which they are located and the patients for which they care, AMCs must provide the requisite finan-cial information that will allow healthcare economists and scholars in business and management to evaluate their financial health It is unlikely that disclosure will come voluntarily because the robust database that is presently reported to the AAMC has never been open in such a way that investigators can assess the finances of individual institutions Therefore, it is likely that federal or state leg-islation will be needed to establish standardized reporting templates and regu-lations regarding the ability of investigators to access data Indeed, the AMC should be held to the same level of accountability as publicly traded companies because the bankruptcy or failure of an AMC has a societal impact that is no different from the failure of a large, publicly traded company
Improve Hospital Efficiency and Throughput in
Order to Increase Capacity and Revenue
At a time when the capital markets are in crisis and economic slowdowns are threatening the viability of AMCs, the responsibility for “aggressive management
of the balance sheet and adherence to a rigorous capital allocation methodology can help improve operating performance and access to capital” [75] In most respects, this type of commercial management is carried out through the efforts of the chief financial officer and the university president or dean, who must manage relationships with banks, investors, and rating agencies while exploring methods
of acquiring increased dollars for capital projects Other opportunities include restructuring long-term debt and unwinding risky investment strategies
However, there are also untapped opportunities for hospitals and health tems to accrue additional cash by improving bed utilization through improved patient throughput in the inpatient and outpatient arenas This is especially true for hospitals that have increased demand for their services by providing outstand-ing patient care and by demonstrating their success throughout the continuum
sys-of disease states from prevention to acute treatment to palliative care Even a half-day improvement in length of stay can result in millions of dollars of savings
by providing opportunities for additional patients to be treated AMCs should also improve efficiency by rationalizing the use of expensive drugs and equip-ment, standardizing ordering practices, and developing strategic relationships
Trang 8with vendors to decrease costs and provide access to new and investigational technology.
references
1 Flexner, A 1973 Medical education in the United States and Canada: A report to the Carnegie Foundation for the Advancement of Teaching, 346 Bulletin no 4, New York (reprinted by The Heritage Press, Buffalo, NY)
2 Kassirer, J P 1994 Academic medical centers under siege New England Journal of
Medicine 1331 (20): 1370–1371.
3 Carey, R M., and Engelhard, C L 1996 Academic medicine meets managed care:
A high-impact collision Academic Medicine 71 (8): 839–845.
4 Berns, K I 1996 Preventing the academic medical center from becoming an
oxy-moron Academic Medicine 71 (2): 117–120.
5 Birmingham, K 1999 Can research survive at MCPHU—The new Allegheny?
Nature Medicine 5 (2): 130–131.
6 AAMC 2004 LCME Part I-A Annual financial questionnaire
7 Greene, J 2000 Faculty cuts weighed at Texas med school American Medical News
Apr 24, 9, 11
8 Goldberg, C 1999 Teaching hospitals say Medicare cuts have them bleeding red
ink New York Times on the Web, May 5.
9 Pham, A 1999 In unusual move, Beth Israel to cut 8 management jobs Boston
14 Sledge, C 2008 Money woes beset medical school at UT-Memphis Tennessean, Mar
17 Thier, S., and Keohane, N 1998 Point of view: How can we assure the survival of
academic health centers? The Chronicle of Higher Education, March 13, A64.
18 Kane, N 2001 The financial health of academic medical centers In The future of
academic medical centers, ed H Aaron, 101 Washington, D.C.: Brookings Institute
Press
19 Gaynor, P 2000 Investing a lot in medicine Pittsburgh Post-Gazette, July 2.
20 Kane, N M., and Magnus, S 2001 The Medicare cost report and the limits of
hos-pital accountability: Improving financial accounting data Journal of Health Policy,
Politics and Law 26 (1): 83–107.
Trang 921 www.aamc.org
22 Jonas, S., Goldsteen, R., and Goldsteen, K., eds 2007 An introduction to the U.S
health care system, 6th ed., 308 New York: Springer Publishing Company.
23 Medical Payment Advisory Commission to the U.S Congress (www.medpac.gov)
24 Blue Cross Blue Shield Association 2007 History of Blue Cross Blue Shield (www.bcbs.com/about/history)
25 Moon, M 2001 Health policy 2001: Medicare New England Journal of Medicine
344:928
26 Claxon, G 2008 How private insurance works: A primer Washington, D.C.: Kaiser
Family Foundation
27 Austrin, M 1999 Managed health care simplified: A glossary of terms Albany, NY:
Delmar Cengage Learning
28 Barton, P 1999 The health services delivery system: Managed care In Managed
care essentials: A book of readings, ed J A Russell Chicago: Health Administration
32 http://www.pbs.org/newshour/bb/health/july-dec00/amc.html
33 www.chicagobusiness.com/cgi-bin/businessList.pl
34 Carreyrou, J., and Martinez, B 2008 Nonprofit hospitals, once for the poor, strike
it rich The Wall Street Journal, Apr 4, A1.
35 Phillips, R L., Jr., Fryer, G E., Chen, F M., Morgan, S E., Green, L A., Valente, E., and Miyoshi, T J 2004 The Balanced Budget Act of 1997 and the financial
health of teaching hospitals Annals of Family Medicine 2:71–78.
36 Konetzka, R T., Zhu, J., and Volpp, K G 2005 Did recent changes in Medicare
reimbursement hit teaching hospitals harder? Academic Medicine 80 (11):
39 Dewan, S., and Sack, K 2008 A safety-net hospital falls into financial crisis New
York Times, Jan 8.
40 Dewan, S 2008 Charity hospital on brink, gets a $200 million gift New York
Trang 1043 Fryer, G E., Jr., Green, L A., Dovey, S., and Phillips, R L., Jr 2001 Direct graduate medical education payments to teaching hospitals by Medicare:
Unexplained variation and public policy contradictions Academic Medicine 76
47 Johnson, M 2008 Research fund pool runs dry Duke Chronicle, Apr 8.
48 Spigel, S 2006 Academic health center financing OLR research report, Nov 22
49 Centers for Medicare and Medicaid Services Hospital cost report 2007
50 Fitzgibbon, J 2005 Financing graduate medical education In A toolkit for internal
medicine education programs, 8th ed., eds M D Henderson, R F Ficalora, and V L
Huebner Washington, D.C.: Association of Program Directors in Internal Medicine
51 Bazell, C., and Salsberg, E 1998 The impact of graduate medical education
financing—Policies on pediatric residency training pediatrics Pediatrics 101 (4):
785–794
52 Zeidel, M L., Kroboth, F., McDermott, S., Mehalic, M., Clayton, C P., Rich,
E C., and Kinsey, M D 2005 Estimating the cost to departments of medicine of
training residents and fellows: A collaborative analysis American Journal of Medicine
118 (5): 557–564
53 Accreditation Council for Graduate Medical Education (www.acgme.org)
54 Nasca, T J., Veloski, J J., Monnier, J A., Cunningham, J P., Valerio, S., Lewis,
T J., and Gonnella, J S 2001 Minimum instructional and program-specific
administrative costs of educating residents in internal medicine Archives of Internal
Medicine 161 (5): 760–766.
55 NYU Medical Center changes name honor chairman of board & wife munications.med.nyu.edu/news/2008/nyu-medical-center-changes-name-honor-chairman-board-wife), Apr 16, 2008
56 www.sdbor.edu/pulbicatons/documents/122705medicalschool.pdf
57 Florida university loses $20M gift, plus $20M match after donor felt insulted by
school president USA Today, Nov 10, 2006.
58 Levin, S 2005 Empire building: Expansion and departures Pittsburgh Post-Gazette,
Dec 29
59 Levin, S A., and Dickey, K 2008 The impact of capital markets crisis and nomic slowdown on hospitals and health systems (www.chartis.com)
60 Wolverton, B 2008 With the collapse of variable-rate markets, some colleges face
staggering debt costs The Chronicle of Higher Education March 6, 2008.
61 Fitzpatrick, D 2008 UPMC net profit declines Pittsburgh Post-Gazette, Feb 14.
62 Twedt, S 2008 UPMC posts strong revenue Pittsburgh Post-Gazette, Oct 25.
63 Abelson, R 2008 Disappearing credit forces hospitals to delay improvements The
New York Times, Oct 15.
64 Carreyrou, J 2008 Doing a volume business in liver transplants The Wall Street
Journal, Nov 21, A1.
Trang 1165 Fitzpatrick, D., Fahy, J., and Fuoco, M A 2008 Transplant chief quitting not
related to patient issues Pittsburgh Post-Gazette, Mar 5.
66 www.oslerbooks.com/otherpages/oslerpages/vh.osler.html
67 Porter, M E., and Teisberg, E O 2006 Redefining health care: Creating value-based
competition on results, 506 Boston: Harvard Business School Press.
68 Mariotti, J 2003 Allocating corporate capital fairly Best practice Cambridge, MA:
Perseus Publishing
69 Mallon, W T 2006 The financial management of research centers and institutes
at U.S medical schools: Findings from six institutions Academic Medicine 81 (6):
513–519
70 Wilson, S 2005 The academic department of surgery: Between Scylla and
Charybdis Archives of Surgery 140 (8): 719–723.
71 Porter, M E., and Teisberg, E O 2004 Redefining competition in health care
Harvard Business Review 82 (6): 64–76, 136.
72 Roy, A 2001 Why orthopedic surgeons leave full-time academic positions for
pri-vate practice Journal of Bone and Joint Surgery 83-A:456–460.
73 Niven, P 2003 Balanced scorecard—Step by step for government and nonprofit
agen-cies Hoboken, NJ: John Wiley & Sons Inc.
74 Kennedy, D W., Johnston, E., and Arnold, E 2007 Aligning academic and clinical
missions through an integrated funds-flow allocation process Academic Medicine
82 (12): 1172–1177
75 Chartis Group (www.chartis.com)
Trang 12developing Strategic
regional and Global
Collaborations
You will ask, “How are these facilities and advantages to be procured
in a small town or in the country?” The answer is, by cooperation
Every little center must have its laboratory for special examinations The country physician must be allied with a group of associated workers and no longer thrown upon his own resources By means
of the rural free delivery, telephone, automobile, trolley, and lines, quick communication will aid the new order of things and help make possible such association
steam-Dr William J Mayo [1]
Introduction
In the early 1900s, Dr William J Mayo, one of the founders of the Mayo Clinic, pointed out the need for AMCs such as the Mayo Clinic to support the deliv-ery of outstanding clinical care in regions that were a distance from the AMC However, at that time it was also pointed out that AMCs needed to collabo-rate with each other in order to optimize the delivery of care within individual
Trang 13communities or regions As AMCs have become increasingly challenged to vive in highly competitive markets, they have begun to export their expertise
sur-in their own geographic regions, across the country, and around the world By providing increased access to knowledge, modern technology, and healthcare, U.S academic medical centers can work collaboratively to improve the health
of the global community Indeed, in some areas, the progress that comes from improved healthcare can lead to economic growth and modernization, which can serve as a platform for development of peace
Globalization of healthcare can also serve more pragmatic needs of AMCs because the expansion of their care delivery systems to other regions can open new markets and in so doing improve the economic performance of an AMC—particularly in situations where the AMC has already captured a significant por-tion of its home market This chapter will examine the efforts of some AMCs
to expand their business internationally, nationally, and locally; present some guidelines for effectively expanding the geographic base of an academic prac-tice; and offer recommendations on how some AMCs can achieve improved performance by collaborating with AMCs located within the same or different geographic locales
Globalization of healthcare
Recently, an increasing number of academic medical centers have begun to work
on strategies to develop business opportunities outside their historic geographic regions Porter and Teisberg were the first scholars in healthcare economics to suggest that geographic expansion could benefit AMCs They noted [2]:
Geographic expansion in particular medical conditions offers a huge untapped growth opportunity for healthcare providers Excellent providers in a practice unit can grow regionally, nationally, and even internationally In the process, they will leverage scale, expertise, care delivery methods, staff training, measurement systems, and reputa-tion to serve more patients A rising number of patients in the prac-tice unit feed economies of scale, the sub-specialization of teams, and more efficient division of labor across locations Ultimately, the best providers in a practice unit can operate nationally through extensive networks of dedicated facilities While this possibility seems radical today, the main barriers are attitudinal and artificial (e.g., state licens-ing requirements and archaic corporate practice of medicine laws)