Practice transitions are extraordinarily complex, with numerous intersecting considerations, internally contradictory goals, and a constantly changing landscape. To effectively navigate the complex and constantly changing maze of practice transitions, you need the guidance of an attorney with a full set of specific qualifications.
Direct Experience:
A less-experienced attorney will not know, let alone understand, the myriad intersecting issues specific to practice transitions, nor those even more specific to the various general and specialty dental and medical practices. Choose an attorney who has completed at least 100 practice transitions lifetime and at least 10 in the last year.
- Licensed in California, Texas and Tennessee, with an emphasis on dental practice transitions since 1992.
- Averaging about 50 practice transitions per year since 2000, over 1,000 total.
Credentials:
- #1 Rated Mergers & Acquisitions Attorney from Avvo® (2011-present)
- AV® (Preeminent™) rating from Martindale Hubbell® (2009-present)
- 185+ 5-star client ratings at Avvo®
- USC Law School (1984), top 20% graduate
- Dartmouth College (1981), Religion (Ethics) Major, Honors Program in Mathematics
- Admitted to the US Supreme Court (2009)
- Admitted to the US Tax Court (1989)
- Admitted to the 9th Circuit Court of Appeals (1985)
- Full resume
“Big Law” Experience:
Your attorney needs to look at your transaction from a multitude of angles. Mergers & Acquisitions are a starting point, but real-world experience in related areas (tax, finance, securities, real estate, estate planning, intellectual property, litigation, and negotiation tactics) are essential. Mr. Olson has broad experience in these and many other related areas:
- Represented a California defense contractor drafting 2 private stock offerings.
- Represented a landowner for 100+ acre residential developments in California and Hawaii.
- Represented a “Fortune 400” member in Nevada estate planning matters.
- Represented the heir of a 3-time “Oscar®” winner in various probate and business matters.
- Represented a Virginia defense contractor drafting a $50 million equipment manufacturing contract in Finland.
- Trademarked “transdental®” in 1998, and registered copyrights on numerous practice transition contracts developed since 1992.
- Successfully prosecuted 3 separate copyright infringement actions in federal court.
- Successfully defended at trial a breach of contract action, and recovered defective construction and attorney fee awards against the plaintiff 5 times in excess of the plaintiff’s original claim.
- Successfully used an anti-SLAPP motion to dismiss a defamation lawsuit (for reporting the plaintiff to California State Bar), and received a $44,000 attorney fee award against the plaintiff.
Creativity:
Mr. Olson has implemented novel solutions to save otherwise doomed transactions. Those solutions have been pragmatic: inexpensive, timely, and achievable given the particular circumstances.
- Converted a non-deductible to tax-deductible purchase, saving the buyer approximately $120,000 in taxes.
- Closed a practice sale in 40 days (not 6 months) when the seller died before signing the contracts.
- Legally masked a client’s identity to purchase his leased office premises from an executor who personally disliked the client and therefore refused to sell.
- Retroactively obtained a $1 million estate tax exemption from the IRS, based on the client’s inability to change her estate plan before death due to lack of mental competency.
- Requested that seller update its to-be-filed tax returns to show seller’s real property LLC, rather than seller’s dental corporation, purchased dental equipment being sold by seller. That equipment would have been secured by an SBA lien on seller’s dental corporation assets. Instead, seller was able to sell that equipment while avoiding the SBA lien, since seller’s tax returns show that the LLC purchased the equipment.
Intuition:
Mr. Olson has a track record of identifying non-traditional “red flag” issues that threaten a successful practice transfer:
- Discovered a $264,000 IRS lien missed by lien searches conducted by both escrow and the lender. Mr. Olson requested a 2nd lien search, something he had never before requested, but which uncovered the lien. The Buyer would have been forced to pay that IRS lien, because the Seller was leaving the USA permanently.
- Attempted to dissuade (unsuccessfully) a client from buying a practice due to uneasiness about the broker’s failure to provide specific information about the practice and the Seller. The client bought the practice against this advice, then spent 2 years in litigation due to Seller’s personal issues that damaged the practice and would have been revealed had the broker revealed the requested information.
Avvo® Review #102
“I asked for a full review of a potential buy in with another Oral Surgeon. Robert was so in depth with his review, he ended up finding potential loopholes that put me at risk and also an extensive look at the surgeon’s history which was not known to me. Needless to say what seemed like a great opportunity, could have turned into a potential nightmare for myself had it not been for his excellent advice. Not only were Robert’s fees very reasonable, but saved me potentially years of heartache and countless dollars in the long term. For dental practice concerns Mr. Olson knows the business inside and out.”
