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perform an analysis of the "Davis Medical Group * * * , a group
medical practice (currently being formed) comprised of thirty-
five primary care physicians" and to render an opinion regarding
"the fair market value of the aggregate assets of * * * [the
Davis Medical Group] exclusive of any benefit or element of value
conferred upon Sutter [Health] as a consequence of its current or
proposed relationship with * * * [Davis Medical Group], and with
consideration of proposed posttransaction compensation and
benefits to the physician group." Houlihan also agreed to
"allocate the appraised value of * * * [Davis Medical Group] to
each of its physician/shareholders" using a method to be agreed
upon in consultation with the UHMG steering committee, but the
agreed-upon method "[had to] be acceptable" to Houlihan. The
retainer agreement further provided that Houlihan would arrange
for an appraisal of the hard assets by a qualified third party,
for a separate fee.
Second, shortly after Houlihan was retained, a corporation
was formed to serve as the entity for the medical group to be
formed by certain of the UHMG physicians, including petitioners,
for purposes of the acquisition of their medical practices by
SMF. On April 19, 1994, the Community Health Associates
Multispecialty Medical Group, Inc. (d.b.a. Sutter West Medical
Group), was incorporated as a California professional medical
corporation (SWMG).
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Last modified: March 27, 2008