Last updated: August 2026
Jayson R. Elliott is the Managing Attorney of Bay Legal, P.C., a California law firm with offices in Palo Alto and Los Angeles. He represents clinical practice owners, operators, and buyers in California healthcare business matters — professional corporations, management services structures, medical director agreements, and practice sales — and he handles real estate, construction, and commercial disputes. He is licensed to practice law in California.
Practice snapshot: Healthcare business law for California clinical practices and the people who own them, alongside real estate, construction, and commercial litigation.
What does Jayson handle at Bay Legal?
Jayson’s work splits into two halves that share the same problem: an owner has signed, or is about to sign, a document that decides who controls the business.
On the transactional side he forms and restructures California entities, drafts and negotiates the agreements that hold them together, and handles purchases and sales of practices and businesses. On the dispute side he represents clients in real estate, construction, and commercial matters, from demand letters through mediation, arbitration, and litigation.
He does not handle medical malpractice, personal injury, criminal defense, or workers’ compensation. Clients who need those are referred out.
California healthcare and medical practice law
Jayson leads Bay Legal’s Medical Business & Healthcare Law work. The clients are the business side of medicine: physician practices, nurse-practitioner and nursing corporations, clinics with several providers, surgery centers, and aesthetic and wellness practices. The matters are ownership, control, compensation, and exit.
Typical engagements include:
- Forming professional medical corporations and professional nursing corporations, and fixing share ownership that no longer complies
- Building or repairing MSO and management structures, including management services agreements
- Drafting medical director agreements and supervision arrangements
- Reviewing restrictive covenants for healthcare non-compete compliance
- Handling the purchase or sale of a practice, including buy-sell agreements between owners
- Negotiating healthcare real estate leases and build-outs for treatment space
How does the corporate practice of medicine change what a practice owner can sign?
California bars unlicensed people and ordinary corporations from practicing medicine or controlling clinical judgment. The rule sits in the Medical Practice Act at Bus. & Prof. Code § 2400, and it decides the shape of almost every healthcare deal in the state.
Corporate practice of medicine: California’s rule that a business entity cannot employ physicians to practice medicine or control clinical decisions. Only licensed professionals may own the practice itself.
Professional corporations are governed by the Moscone-Knox Professional Corporation Act, Corp. Code § 13400 et seq., which also limits who may hold shares. Senate Bill 351 (2025, Chapter 409), signed October 6, 2025 and effective January 1, 2026, tightened the rule further for private equity groups and hedge funds involved with physician and dental practices, and made certain non-compete and non-disparagement clauses unenforceable in those arrangements. It is codified at Health and Safety Code Division 1.7, section 1190 et seq. Practices operating under a management agreement written before 2026 should have it reread.
Three structures come up most often:
| Structure | Who may own it | Where it fits | Main constraint |
|---|---|---|---|
| Professional medical corporation | Licensed physicians, with limited minority ownership by certain other licensed professionals | A practice owned and run by its clinicians | Share ownership limits are strict and are a common defect in older practices |
| MSO paired with a professional corporation | Anyone may own the MSO; only licensees may own the practice | Outside capital, shared administration, multi-site groups | The management agreement cannot hand clinical or hiring control to the MSO |
| Standard LLC or C corporation | Anyone | Non-clinical healthcare businesses — billing, staffing, real estate holding | A California LLC may not render professional services requiring a license |
Real estate, construction, and commercial disputes
The second half of Jayson’s practice predates the healthcare work and still carries roughly equal volume. He handles real estate transactions and the disputes that follow them — disclosure claims under Civ. Code § 1102 et seq., purchase-contract disputes, and title problems.
In construction matters he represents owners, contractors, and developers on payment demands, mechanics liens under Civ. Code § 8400 et seq., defect claims, and licensing questions, including the disgorgement exposure an unlicensed contractor faces under Bus. & Prof. Code § 7031.
He also drafts and litigates commercial contracts, and serves as outside general counsel through Bay Legal’s in-house counsel services for companies that need a lawyer on call rather than on payroll. See also California business law.
Who does Jayson represent?
Clinical owners — physicians, nurse practitioners, chiropractors, and the operators of aesthetic, wellness, and treatment practices — along with the people buying into or out of those practices. On the property and business side: owners, investors, contractors, developers, landlords, tenants, and founders.
Bay Legal serves California statewide from two offices. Matters commonly sit in Santa Clara, San Mateo, and Alameda counties in the north and Los Angeles County in the south.
What does Jayson’s background outside law bring to a matter?
Jayson spent his first career in Silicon Valley technology infrastructure. He served as Director of Datacenter Operations at eBay, Inc., worked at HP, Compaq, and Tandem Computers, consulted for Lockheed Martin, and co-founded two technology startups. He holds a master’s in business administration and a master’s in international finance alongside his law degree. Operating agreements, cap tables, and vendor contracts were part of his working life well before they were part of his practice.
The healthcare work started closer to home. Jayson’s wife holds both a Doctor of Chiropractic and a medical degree, and practices interventional pain medicine. The operating realities of a California treatment practice — supervision and standardized-procedure requirements, payer contracting, staffing licensed and unlicensed roles, and leasing space built out for procedures — are familiar to him from years of proximity to a working clinical practice. It shapes how he reads a management services agreement: not only for what the document says, but for how it will function on a clinic floor on a Tuesday morning.
How does Jayson work a new matter?
- Intake and conflicts check. The client describes the situation and Bay Legal clears conflicts before substantive discussion.
- Document review. The governing documents come first — the operating agreement, the management agreement, the purchase contract, the lease.
- Written assessment. The client gets the realistic options, the exposure, and what each path costs, in writing.
- Scope and fee agreement. Flat fees on many defined matters; hourly on litigation.
- Execution, with status updates at each decision point rather than only at the end.
What matters has Jayson handled?
Representative matters, described generically:
- Structuring ownership and outside investment for a multi-founder California startup
- Resolving a breached commercial contract by demand letter and negotiation, without filing suit
- Defending a homeowner against a general contractor’s payment demand in a construction dispute
- A contract dispute with a large commercial property landlord
- Residential purchase and buyout matters for California property owners
- Revocable trusts and estate plans for families holding California real property
Prior results do not guarantee or predict a similar outcome in any other matter. Every case turns on its own facts and the applicable law.
Education, bar admission, and recognition
- Juris Doctor, Santa Clara University School of Law, 2015
- Master’s degree, International Finance, Université de Cergy-Pontoise, France, 2012
- Master’s degree, Business Administration, California State University, Stanislaus, 2011
- B.A., Political Science, California State University, Stanislaus
- Admitted to practice in California. State Bar of California licensee number 332479 — State Bar profile
- Named to the 2026 Northern California Super Lawyers Rising Stars list
What clients say
Jayson and Ashley have helped me tremendously with a construction dispute in which my previous general contractor demanded an unreasonable payment. Jayson quickly identified the key issues in the case and guided me through the entire process, advising me on the specific evidence needed to effectively challenge both the contractor and their attorney.
This review reflects one client’s experience. Results depend on the facts and law of each individual case and do not guarantee or predict a similar outcome in your matter.
Frequently Asked Questions
What kinds of cases does Jayson R. Elliott take?
Jayson handles California healthcare business matters — professional corporations, MSO and management structures, medical director agreements, and practice purchases and sales — along with real estate, construction, and commercial disputes and contracts. He does not handle medical malpractice, personal injury, criminal defense, or workers’ compensation, and refers those matters out.
Is Jayson R. Elliott licensed to practice law in California?
Yes. Jayson is an active licensee of the State Bar of California, licensee number 332479, and practices only in California. His license status and any disciplinary history can be checked directly on the State Bar’s public licensee search. Bay Legal is a California firm with offices in Palo Alto and Los Angeles and serves clients statewide.
Does Jayson R. Elliott advise medical practices on ownership and management structure?
Yes. That is the core of his healthcare work. He forms professional medical and nursing corporations, builds and repairs MSO structures and management services agreements, drafts medical director and supervision agreements, and handles buy-sell agreements and practice sales. Structures written before Senate Bill 351, codified at Health and Safety Code section 1190 et seq., took effect on January 1, 2026 often need review.
How much does it cost to work with Jayson R. Elliott?
Bay Legal uses flat-fee pricing on many defined matters, including entity formation and document drafting, so the cost is known before the work starts. Litigation and disputes are generally hourly, because the scope depends on how the other side behaves. Fees are set in a written agreement before work begins.
Does Jayson R. Elliott work with clients outside the Bay Area?
Yes. Bay Legal serves California statewide from two offices, Palo Alto in Northern California and Los Angeles in Southern California, and handles consultations and document signing remotely where a matter allows it. Court appearances are set by where the matter is filed, not by which office opened the file.
Related Questions
Can a California LLC own a medical practice?
No. A California limited liability company may not render professional services that require a license, and the corporate practice of medicine doctrine bars a general business entity from controlling clinical decisions. Clinical practices are held in professional corporations owned by licensees.
What is a management services organization?
An MSO is a non-clinical company that provides administration, billing support, staffing, and facilities to a clinical practice under a management services agreement. It may be owned by non-licensees. It cannot own the practice or control clinical judgment.
Are physician non-compete clauses enforceable in California?
Generally no. California voids most employee non-competes under Bus. & Prof. Code § 16600, and Senate Bill 351 added specific restrictions on non-compete and non-disparagement clauses in private-equity-backed physician and dental arrangements. Narrow sale-of-business exceptions still exist.
Who can own shares in a California professional medical corporation?
Licensed physicians, with limited minority ownership permitted for certain other licensed health professionals under the Moscone-Knox Act. Ownership that drifted out of compliance as partners joined or left is one of the most common defects found during a practice sale.
Work with Jayson R. Elliott
To discuss a healthcare business, real estate, construction, or commercial matter with Jayson, call the office nearest you or email intake.
Bay Legal, P.C. — serving California statewide
- Northern California office — 667 Lytton Ave Ste 3, Palo Alto, CA 94301 · (650) 668-8000
- Southern California office — 3211 Cahuenga Blvd W Ste 212, Los Angeles, CA 90068 · (213) 668-8000
- Intake: intake@baylegal.com · Fax: (650) 963-0041
This page is general information about California law and does not constitute legal advice or create an attorney-client relationship. For advice on your specific situation, contact a licensed California attorney.