External Policies

External Policies

These are the External Policies of the Cohen Healthcare Law Group (“MHCLG” or “the Firm”).

1. Definition of “Emergency”
A client “emergency” is a situation that cannot wait until regular business hours, such as an immediate threat to life, liberty or property.  In most cases, during an emergency the client should call 911 before contacting the Firm.

2. Access to Attorneys

We have an excellent, online calendaring system to facilitate your access to Attorneys through scheduled appointments.  This way your Attorney can be prepared for your appointment.  Please note that we reserve the right to debit your charge card an administrative cancellation/rescheduling fee of $100 if:

  • You cancel and/or re-schedule the Legal Strategy Session within 2 hours of the scheduled call.
  • You are not on the conference line within 10 minutes of the scheduled call.
  • We do not have the signed LSA within at least 2 hours of the scheduled call, as required by Firm policy.

Please note that our attorneys block out and take time to be on the call and to ensure that our procedures are followed so we have a smooth process for you.


When you call our office, please identify yourself and the matter about which you are calling.  If you are calling regarding an emergency, please use that word and our staff has been instructed to take every possible step to reach your Attorney.  See External Policy 1 (Definition of “Emergency”).

You may ask our staff about routine questions that do not require legal advice.  Our staff are not licensed to practice law and cannot give legal advice.

We do not text MHCLG business matters and do not receive texts.  Please do not text any Attorney or member of the Staff for Firm business as we will not respond.  Also, for security and ease of our own work flow, we do not use Google docs or any proprietary software to access documents.

3. Billing; Non-Billable Time

The Firm’s policy regarding billable time and billing is set forth in our Legal Services Agreement (“LSA”) with each client. Our paramount concern is a healthy relationship with the client—creating enormous value while respecting that the LSA calls for complete payment for our professional time.

Billable Time

The LSA includes terms such as:

  • All time: Our hourly rates apply to all time spent on your matter.  We have made no promises about total amount of attorney’s fees to be incurred by you. We offer no refund with respect to such incurred fees. Rather than itemize administrative expenses, we charge a 2% overhead fee on all invoices.
  • Periodic invoices: We send you periodic statements (i.e., invoices).
  • No crystal ball: Nothing in the LSA or statements to you is a guarantees, warranty, or prediction about the outcome of your matter.  We do not opine that you are “in compliance.”

Terms regarding billing typically include:

  • Advance: You will deposit with us a designated advance, which we will apply toward our fees and charges as billed.
  • Evergreen: On receiving the invoice for services rendered, you must replenish the “evergreen” advance. Whether you remit such replenishment or not, you authorize us to charge your credit or debit card for the amount indicated in the invoice, and for any past due balance on your account for legal services rendered. We will return any unused portion of your advance to you after our services are definitively concluded or upon your request. If the client does not replenish the evergreen, then we stop professional work once the retainer is exhausted (i.e., zero balance), or if we need to go a little beyond in order to finish a phase of work, we will charge the client’s card for the balance. We also send out period “low retainer balance” reminders to replenish the evergreen.

Explanation of Invoices

We use software called Cosmo Lex to send out invoices.  It may be helpful to explain some basic terms you’ll see on the invoice, such as Invoice Amount, Balance Due, and Retainer Balance.  First, note that “Retainer” means the same thing as “Advance.”

On the invoice you receive, Cosmo Lex subtracts the Invoice Amount from the Advance.

Here is an illustration.  Suppose the Advance was $5,000. We then rendered $4,000 worth of legal services, itemized on the invoice and stated there as “Invoice Amount.”  There is 0 “Balance Due” (because the $5,000 Retainer covers the $4,000 Invoice Amount); and the “Retainer Balance” (or client trust fund balance) is $1,000.

Because the software currently allows for limited email templates, our typical email to you will say something like this:

Hi Client,

Here is our invoice for legal services.  Please go to this convenient link to replenish the evergreen, by remitting payment for the [Invoice Amount—in this example, $4,000]:  Replenish Evergreen.

We look forward to continuing to work with you!

Cohen Healthcare Law Group

Why do we ask you to replenish the Invoice Amount?  Because normally, this means that the evergreen is topped off or, as we say, “replenished.”

In this example, once the client makes the online payment for $4,000 (the Invoice Amount), the $5,000 “evergreen” Advance (or Retainer) is “replenished.”

Note: the message at the top of the invoice also has a line that says: Pay Invoice Amount (to Replenish Evergreen).  It goes to the same Law Pay link as Replenish Evergreen, which allows the client to input the payment amount (in this example, $4,000).

Of course, there are variations.  Suppose the Advance was $5,000, but in this case, we rendered $6,000 of legal services.  In this case, the client has a Balance Due of $1,000.  Under the LSA, the client is obligated to pay both the Balance Due and the initial Advance (i.e., $1,000 + $5,000).  However, we realize that clients may feel better if we simply ask, at the time, for payment of the original Advance (here, $5,000).  This will leave the “Retainer Balance” at $4,000, which admittedly is under the original Advance, yet still gets some replenishment in the kitty.

We do not offer discounts on fees and costs. If the client does not at least pay the Balance Due (in this example, $1,000), then, per the LSA, we will charge the client’s debit or credit card for this amount.  We will also stop work on the matter. It is then up to the client to decide whether they wish to continue working with us, by replenishing the original Advance.  From time to time we may decide (in our sole discretion) to lower the evergreen amount, if we sense the client is slowing down significantly in terms of their legal needs and demands.  Again, our paramount interest is a healthy attorney-client relationship, while getting paid for our work.

4. Costs vs. Fees
The Firm’s policy regarding costs and fees time is set forth in our Legal Services Agreement with each client.

5. New developments in cases (both directions)

MHCLG will communicate promptly with clients regarding developments in cases and matters as required by the rules of professional conduct for attorneys.

6. Treatment of opposing parties (values)

MHCLG attorneys and staff will treat opposing parties with dignity, courtesy and respect.  We also understand that today’s opposing counsel may be tomorrow’s referring attorney.

7. Definition of “Honesty”

Attorneys and staff must be honest always.

8. File retention

All our records are retained in electronic files, for the period of years required under California law.

The Firm does not keep original paper documents.  All documents are scanned electronically.  Memoranda, agreements drafted for the client, and similar documents are sent to clients during the ordinary course of business according to what is reasonable for the representation.  MHCLG also maintains attorney notes, research, and the like in the file; these are for internal use only, attorney-client privileged, and not to be transferred to the client, subsequent counsel, or third-parties. For non-criminal matters, California Bar associations generally propose a retention period of 5 years, unless the item is “intrinsically valuable” such as original stocks, bonds wills, deeds, notes, or judgments.  As noted, MHCLG does not keep such documents.

9. Referrals

MHCLG welcomes referrals.  The Firm abides by all relevant ethical rules.

10. Privacy & confidentiality

MHCLG respects client privacy and confidentiality.  In addition to duties imposed by law and ethical codes, MHCLG maintains a strong internal confidentiality policy and a similar policy in its Employee Handbook for employees.  MHCLG also maintains a compliant Privacy Policy on the firm website.

11. Boundaries and duration of attorney-client privilege

An attorney-client relationship with MHCLG is established only after: (1) MHCLG has sent the prospective new client a Legal Services Agreement (LSA) after ensuring internally that the matter is appropriate for MHCLG and, running a conflict check; (2) the client has signed the LSA and, if required by MHCLG, a Conflicts Waiver; and (3) the Firm, through one of its attorneys, has signed the LSA or rendered advice to the client after the client has signed the forms indicated in (2).Prospective clients should be aware that our duties of confidentiality and the attorney-client privilege may not arise until the foregoing has occurred.

MHCLG maintains the attorney-client privilege as required by law and ethical obligations.  MHCLG indicates who the client is, in the LSA.

MHCLG may decline to provide services if a conflict of interest is discovered or if MHCLG sees a potential conflict and wishes to decline dual representation.  For example, if a management services organization (MSO) and a physician both want to receive legal advice, we may decline dual representation as their interests could be potentially adverse, either at the outset or in the future.

Many times, people call our office asking if multiple persons can be on a legal strategy session or other call.  In very limited cases, we will allow someone other than the client to be on the call (for example, a representative of their outside marketing agency).  However, we need to be clear that our ethical duties are to our client(s) only, and further, the client should understand that: the attorney-client privilege and confidentiality may be waived or lost by the client if a person other than the client is on the call, or if the client shares information or requests that we share the information with the non-client.

12. Definition of A-F Clients

To ensure that we give clients our best, and attract clients who give their best so they can get the best service, we have our Administrator initially “grade” our prospective new clients on an A-F scale.  Our Staff and Attorneys will downgrade or upgrade a Client during the representation, so that we can make appropriate decisions regarding ongoing representation.

Below is our scale.  The squares highlighted in blue mean that the listed criteria automatically place the client in that grade.  For example:  A prospective new client that pays the retainer, replenishes the evergreen, has reasonable expectations and lets the Attorney do their job, is courteous and gracious (and offers to refer!) is an A client.  These clients are a pleasure and create good karma.  By way of example, one of the Firm’s clients engaged the Firm for a lengthy dispute resolution matter that went to arbitration; the client always sent retainer checks with a hand-written yellow sticky-note that had a smiley face on it.  Ultimately, the client secured a six-figure victory.  That client generated good karma! J  On the other hand, a prospective new client or client that annoying and persistently whines about fees, or that doesn’t pay the retainer or amounts past due, is an F client and will be refused or fired).


Criterion Grade
  A B C D E F
Type of work
Willingness to Pay & Payment Pays the retainer in advance and replenishes the evergreen on receipt of each invoice. Tries to bargain down the retainer, or fails to replenish (or ‘whines’ by email about) the evergreen. Tries to bargains down the retainer and/or complains about fees. Complains about fees and/or is late making a payment. Complains about fees and/or is late making a payment. Annoyingly and persistently whines about fees; or doesn’t pay the retainer or amounts past due.
Behavior Has reasonable expectations, follows instructions, and lets the Attorney do their job. Is unrealistic or doesn’t listen. Is demanding and/or uncooperative. Demands a specific outcome. Demands a specific outcome. Demands a specific outcome.
Attitude Is courteous, gracious, and respects boundaries. Gives or offers to give referrals. Is courteous and gracious. Displays boundary issues or is discourteous. Is seriously or serially discourteous. Is rude, angry or vengeful. Is rude, hostile, vengeful, obsessed, dependent, secretive, or antagonistic.
Our Policy: Engage. Proceed with caution. Double caution. Consider refusing prospective new client (or firing Client). Refuse (or fire) Client. Refuse (or fire) Client.

13. The Legal Strategy Session

We’re excited that you scheduled a Legal Strategy Session with us.  We’re glad you’re our client!  We’ve been able to provide legal strategies and solutions to hundreds of other health and wellness businesses and practices through this same session.

The Legal Strategy Session is a scheduled one-hour consultation, under our engagement letter, with one of our Healthcare & FDA attorneys. Our goal is to give you unparalleled advice.

Note: We may record the Legal Strategy Session for quality assurance and training.  However, we do not consent to our clients’ recording the Session.  The reason is that this would stifle our ability to give advice.  Our clients can take notes and we do as well.

Per our webpage on the Legal Strategy Session, here’s what a Legal Strategy Session is:  one of our Healthcare & FDA Attorneys will:

  • Assess your situation
  • Identify the driving legal issues that are holding you back
  • Offer key recommendations
  • Map out the scope of more in-depth review.

Once you remit the prepaid, flat fee for the Legal Strategy Session, we’ll send you our engagement letter (subject to a Conflicts check) and a calendar link so we can get to work.  The fee covers the scheduled hour whether or not you choose to utilize all 60 minutes.

We love working with clients, and truly love people and enjoy working through the Rubik’s Cube of regulatory puzzles, transactional milestones, and dispute resolution successes.  Still, some clients have misaligned expectations.  For their benefit, here’s what a Legal Strategy Session is not:

  • A conversation with a Robot or Artificially Intelligent life form that knows every single statute, regulation, case, Attorney General Opinion, and legal resource ever published on the Planet.
  • A guaranteed answer to each, and every single one of your legal questions.
  • The kind of legal review that would take research and written analysis, such as a more authoritative review of complicated Stark and anti-kickback issues than we can give in a one-hour consult.

We love “A” clients—who out there enjoys and appreciates positive energy? And, unrealistic expectations will lead to an amicable parting.  See our Definition of A-F Clients.

Also, we honor our boundaries around time.  That means several things:

  • On Time, On Track: When we set aside time for a Legal Strategy Session, we expect you to be on time. Sometimes we do run a few minutes over from another meeting and if you do, that’s understandable; however, if after 10 minutes, you are not on the call, we consider the Session canceled. See Access to Attorneys.
  • Deep Dive! Be prepared for a deep dive into legal strategy. Some clients will achieve a completely different level will understanding of their business model, and then will need time after the Session to digest their discoveries.  Other will get the “aha” moment right during the Session and know exactly how to reconfigure and redeploy.  Still others may find that the rabbit hole is deeper than they expected, and that it takes lots of skilled navigation during the Session to find real direction.  Yet others may find certain paths contraindicated, and other possible legal and regulatory doorways for their dream.  Be open to the exploration.
  • Documents: If you send us documents before the Session (such as an employment contract you’d like reviewed), we will review the documents at the top of the Legal Strategy Session with you and not before (other than perhaps a quick glance).  If we need additional time to do a thorough review of your documents, we will suggest doing so by retainer after the Legal Strategy Session.
  • More Questions: We understand that you may have questions after a Legal Strategy Session. This is very common, as we cover a lot of ground during that initial hour and it usually takes more time, effort and thinking to provide legal strategies and solutions for innovative healthcare businesses.

We’d be happy to hear from you.  Please understand that responding to legal questions you might by email, creates a legal document.  In other words, responding a process that requires a great deal of thought and carefully crafting.  This can be time-consuming.  It might be more efficient to get on the phone, which would limit our further time together to a scheduled hour follow-up, at our normal hourly rates; we will likely respond by asking you to schedule a follow-up, Legal Strategy Session.

  • Disclaimer: Our review is limited to the matters highlighted in the Legal Strategy Session. The legal and regulatory issues any given business presents, can be numerous, and require interpretation where there is little authoritative legal guidance, which moreover are constantly being reviewed and revised by enforcement authorities. We cannot guarantee that regulators will agree with our views or that our conclusions and recommendations will result in a “legal” or compliant structure. While we offer suggestions that can potentially reduce legal and regulatory risk, the environment is complex; agencies and plaintiffs’ lawyers can be aggressive; and authorities have considerable enforcement discretion.
  • Be Prepared for More Work: Because the legal environment is complex, the Legal Strategy Session typically represents the first, important step in the journey of putting your health and wellness business on a firmer legal footing. Rome wasn’t built in a day, and neither is your legal risk management.  The Legal Strategy Session aims to identify key legal trapdoors, so that hopefully you don’t take a tumble.  We can’t always solve the whole puzzle in one session, any more than you can get abs of steel in one workout.    You’ve made a wise decision to invest in legal advice; now stay the course so you can build and grow with Legal Counsel at your back.

We look forward to seeing you in the Session!  As always, contact us if you have any questions.

14. Timing of Work Product

The Firm begins attorney work product for the Client when the Firm receives the Advance and a signed Legal Services Agreement.  Normally it takes about 1-2 weeks to complete work product—sometimes we can work on a slightly more accelerated or more leisurely schedule depending on the client’s need, the relative order in which clients have engaged our services and completed necessary forms, and other matters in our work queue. We work as efficiently as possible.

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