To address problems of inadequate public health services, escalating private healthcare costs and widening health inequalities, the South Africa (SA) Government has launched a bold new proposal to introduce a universal, comprehensive and integrated system for all SAs; National Health Insurance. Though attention has been devoted to the economics of universal coverage less attention has been paid to other potential challenges, in particular the important role played by the clinicians tasked with implementing the reforms. However, historical and comparative analysis reveals that whenever health systems undergo radical reform, the medical profession is instrumental in determining its nature and outcomes. Moreover, early indications suggest many SA private general practitioners (GPs) are opposed to the measures—and it is not yet known whether they will comply with the proposals. This study therefore analyses the dynamics and potential success of the reforms by directly examining the perceptions of the SA medical profession, in particular private-sector GPs. It draws on a conceptual framework which argues that understanding human motivation and behaviour is essential for the successful design of social policy. Seventy-six interviews were conducted with clinicians in the Eastern Cape Province in 2012. The findings suggest that the SA government will face significant challenges in garnering the support of private GPs. Concerns revolved around remuneration, state control, increased workload, clinical autonomy and diminished quality of care and working conditions. Although there were as yet few signs of mobilization or agency by private clinicians in the policy process, the findings suggests that it will be important for the government to directly address their concerns in order to ensure a stable transition and successful implementation of the reforms.