Practice Acquisitions

Avvo® Review #95
January 8, 2016

"Bob Olson is the most honest, hardest working, thorough attorney I have ever met. He was tirelessly fighting for my best interest. I would highly recommend him to anyone who is interested in selling or buying a dental practice."

'Relativity'

Practice Sales & Purchases

Legal consultation and documentation for California dental and orthodontic practice sales is available at flat rates. Joint representation is available with attorney's consent and clients' conflict of interest disclosures and consent. Flat rate services include all consultation and drafting and/or review of all practice transfer documentation (such as asset sale, non-competition, post-sale association, and landlord's lease documents).

Sales or purchases with no possible post-sale competition concerns (post-death or leasehold purchase only), or those that so limited in scope that the cost of full documentation is not justified, are available at hourly rates.

Not included in the flat rate price, but available at hourly or flat rates, include Seller financing or carry-backs (Note, Security Agreement, Guaranty, UCC-1); additional new lease or lease review (first one included); corporate formation or dissolution; partnership agreements or amendments; sale of real estate and SBA loan issues. Deposit disputes and post-closing litigation generally are not available, but may be available in limited circumstances at hourly rates.

Practice Buy-ins

Initial partial purchases that result in co-ownership by the parties require both the full practice sale and purchase documentation, plus a new partnership agreement or partnership amendment. Partnership agreements, and partnership amendments or corporate stock issuance and buy-out agreements, are available at hourly, flat, or blended rates.

Intermediate practice buy-ins, after the initial buy-in but before the final buy-out of the retiring or departing partner, usually require far more limited documentation, which is available at hourly rates.

Practice Buy-outs

Final partial purchases that terminate one party's practice ownership and leaving one remaining owner requires both modified practice sale and purchase documentation, plus a partnership dissolution. Final practice buy-outs are available at hourly or flat rates.

Intermediate practice buy-outs, before the final buy-out of the retiring or departing partner,or final buy-outs with at least 2 remaining owners, usually require far more limited documentation, which is available at hourly rates.

Letters of Intent

The Letter of Intent lays out the basic deal points and deadlines that should be agreed before proceeding to practice-specific loan applications, comprehensive due diligence disclosures and review, lease application, opening escrow, and contract and lease assignment drafts and negotiation.

Provision, review, and/or discussion of a Letter of Intent is hourly or a reduced flat rate, that is applied to the full flat rate price if you go forward with the purchase or sale. Joint representation is available at flat rate with attorney's consent and conflict of interest disclosures, and clients' consent.

Tax Considerations

There is a natural conflict between the buyer and seller in allocating the purchase price to various tax categories. However, there are many opportunities for mutually beneficial division of tax benefits. There are also many subtle cross-currents that can dramatically alter the calculus of tax allocations, outside the usual scope of the "goodwill vs. tangible assets" discussion. Investigation of the parties' specific tax situation and the particular transaction, in conjunction with your accountant, will help you side-step unpleasant surprises after the transaction is complete.