Getting it right on GP Partnership mergers
1st June, 2013
There is increasing pressure on GP practices to do more work, more efficiently. Smaller practices can struggle with the workload and level of bureaucracy that now comes with providing general medical services. More and more practices – even larger ones – are seeing the benefit of joining forces with another nearby practice.
There are, however, a number of potential pitfalls if the merger is not handled properly and it is important to get it right.
What are the first steps?
Once a prospective merger partner has been identified, broad terms should be discussed. There needs to be a common vision in terms of the overall direction of the practice as well as agreement on detailed matters such as partnership terms, premises and staffing requirements and harmonisation of practice policies and procedures. If the practices are unable to agree on these matters, it is unlikely that the merger will work.
What happens to NHS contracts in a merger?
A key issue will be ensuring that the NHS contracts continue under the merged partnership. Commissioners are sometimes willing to issue a single merged GMS contract or PMS agreement where they are supportive of a merger.
What happens if commissioners say ‘no’?
If the commissioner is not willing to issue a merged contract, it may still be possible to merge at an operational level, and for the merged partnership to continue to operate separate practice-based contracts.
This is more easily achieved in the case of GMS practices than with PMS so PMS practices may consider exercising their right to replace the PMS agreement with a GMS contract. A specialist accountant’s advice should be sought on the financial implications of doing this.
What happens next?
Once heads of terms are agreed and you know whether you will be working under a merged contract or undertaking an operational merger, work on the detail can commence.
The particular contractual and regulatory requirements governing NHS general practice mean that you must plan ahead in order to fulfil the relevant requirements at the relevant time. We generally advise that you should commence detailed work at least six months before the planned merger.
How can Ward Hadaway help?
At Ward Hadaway we have a team of solicitors with specialist expertise who can advise on all aspects of the merger process, including:
- Due diligence
- Premises
- GMS contract/PMS agreement requirements
- CQC requirements
- Staff employment issues (including the Transfer of Undertakings (Protection of Employment) Regulations requirements)
- Merged partnership documentation
For an initial free consultation, please contact Alison Oliver.
Alison has almost eight years’ experience of providing commercial and regulatory law advice to GP practices and has handled numerous successful GP practice mergers.
Please note that this briefing is designed to be informative, not advisory and represents our understanding of English law and practice as at the date indicated. We would always recommend that you should seek specific guidance on any particular legal issue.
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