The offer always sounds the same. Above market valuation, a management team to take over the operational side, and a contract that promises you keep full clinical autonomy. After 20 years of running a solo ophthalmology practice, handling billing, HR, equipment and lease negotiations on top of a full surgical schedule, someone finally shows up and says they'll carry the weight for you. So you sign and for about 90 days, it actually works, but then the changes start…
What Autonomy Actually Means in a PE Contract
The word autonomy appears in nearly every physician services agreement attached to a PE acquisition. It's there because the lawyers know you need to see it, but the definition of autonomy in a PE contract and definition of autonomy in your clinical practice are not the same thing.
In a PE agreement, autonomy means you choose the procedure and decide whether to recommend LASIK or PRK. You write the prescription. What it doesn’t cover is how many patients move through your schedule in a day, how long a consultation lasts, which diagnostic equipment stays when the platform standardizes across locations, or what happens when the operations team shortens your informed consent workflow from a 20 minute conversation to three verbal sentences and a 12-page form the patient signs without reading.
And even though you're still the doctor, you just no longer get to decide what being the doctor looks like inside your own practice.
Every physician employment agreement has some version of a non-compete, and in a traditional practice sale the terms are straightforward. You agree not to practice within a defined radius of the practice you sold, for a defined period after you leave. Both sides know exactly what they're agreeing to before anyone signs.
What PE backed groups have been writing into these clauses over the last five years is different. The restriction applies to "current and future locations" of the platform, which means the non-compete radius expands every time the group acquires another practice. A physician signs a contract covering Manhattan and by the time they want to leave, the group has locations across three boroughs, Long Island, Westchester, and southern Connecticut. The non-compete now covers a region the physician never agreed to, but the language they signed allowed it
We've spoken with physicians who left PE backed groups and had to relocate out of state because the non-compete made it impossible to practice anywhere within driving distance of their own patients.
Volume Pressure and What Gets Lost
Some physicians push back. They tell the operations team the schedule is too compressed, refuse to shorten consultations and flag patient safety concerns about the consent process. What they learn is that dissent inside a PE backed group is a managed process. The first conversation is supportive, the second is documented, and by the third or fourth the physician is being "counseled" on "alignment with practice standards." The subtext is always the same: conform or be managed out.
The ones who leave voluntarily tend to do so quietly, because their contract includes a non-disparagement clause. They can't tell colleagues what happened, and can't warn the next surgeon who gets recruited by the same platform. The silence is a contract term. And it's one reason the data is so striking when it does surface: a 2024 study found that 78% of ophthalmology trainees said they would not even consider employment at a PE-owned practice, citing fear of lost autonomy and reduced quality of patient care.
The structural answer to this problem already exists. A physician owned PC with an MSO providing operational support through a management services agreement where the physician owns the clinical entity, the management company runs operations, and the MSA defines what each side does, pays, and happens if either side wants to walk away.
The difference from a PE deal comes down to four things. Ownership stays with the physician, meaning their name is on the clinical entity, their license governs clinical decisions, and their vote controls what happens inside the practice. The non-compete is geographic and fixed, covering the actual practice location, a defined radius, and a time period, and it doesn't expand when the management company acquires a practice in another zip code.
The exit is defined before the relationship starts. Both sides agree to the termination provisions upfront, with no rolling extensions and no breakup penalties designed to make leaving more expensive than staying. The consent process stays with the physician too, for example how long a consultation takes, how you explain the risks, how you talk to a patient sitting in your chair for the first time. In an MSO structure, those decisions never leave the exam room.
We didn't set out to write an anti-PE position paper. This is what we heard, repeatedly, from ophthalmologists across New York, New Jersey, and Connecticut who lived through it. The details change from one physician to the next but the structure underneath is always the same.
A physician joins because the offer sounds like support, and over time that support becomes oversight, the oversight becomes production pressure, and eventually the physician faces a choice between compliance and leaving.
The contract is designed to make leaving as painful as possible. And every physician we've spoken with who got through it and rebuilt on the other side said the same thing: they wish someone had shown them the structural alternative before they signed.
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