Legal Services for Dentists

Expert Legal Support for Dental Professionals

Our firm provides comprehensive legal services specifically tailored for dental professionals. Whether you’re reviewing your first associate agreement, opening a start-up practice or managing a multi-location enterprise, our firm offers expert guidance and representation on a wide range of matters including the following:

Entity Structuring and Formation

For most dental practice owners, it will be advisable to form an entity to separate and protect their personal assets from their business assets. We routinely assist clients with corporate structuring including the formation of LLCs and corporations. Whether a single member LLC or a multi-member partnership, we will guide you through each step of the process including the drafting and negotiation of operating agreements and shareholder agreements.

Buying a Dental Practice

Buying a dental practice is a significant career milestone. The prospect of owning and operating a practice is exciting; however, the process of acquiring the business can be daunting. We guide clients through the various facets of practice acquisitions from forming an entity, evaluating financings options, preparing letters of intent, negotiating the various transaction agreements and ensuring our clients protect their investments with appropriate restrictive covenants. Often, we also assist in structuring post-closing employment arrangements with the seller to aid with the transition of the practice goodwill.

Selling a Practice

The sale of a dental practice can be equally overwhelming for doctors selling their business. Practice owners are often in the position to reap significant financial benefits, but these transactions can be quite complicated. Among other things, Sellers need to adequately protect their right to receive the entire purchase price (including amounts which may be paid via a promissory note or other form of post-closing payments), minimize their post-sale liabilities and tailor any ongoing employment commitment and restrictive covenants to meet their needs. They must do all of this while preparing to hand over the reins to a business they have often controlled for decades prior. Our clients rely on us to ease this process and ensure a successful transition.

Employment Agreements

We are in the unique position of regularly assisting both employers in the preparation of associate agreements and dentists in the review of employment agreements they are asked to sign. As a result, we have a deep knowledge of what is (and is not) customary in the industry and will be able to identify any red flags in your agreement.

For most associates, their biggest concern is ensuring that the compensation and benefits are fair and unambiguous. We address these concerns but also highlight other issues such as non-competes and indemnification obligations which, while less obvious, may have significant impacts on the future of a doctor’s career. Although less experienced dentists may not have leverage to renegotiate the agreement with which they’re presented, it is critical that the agreement reflect their expectations and that they understand how their agreement may limit their ability to practice in the future.

Employers have a similar interest in ensuring the economic terms are clearly defined, but they must also protect the goodwill and reputation of their business. This often involves tailoring restrictive covenants intended to prevent associates from soliciting away staff members and patients after they leave the practice. Similarly, employers must ensure that they maintain control over the operations of their practice and, in many cases, retain the ability to terminate the employee if necessary.

Partnerships

Partnerships can be tricky. To be successful, partnerships must be structured to address the expectations of all parties. In many cases, this becomes more complicated in situations where the partners are at different stages of their careers (i.e. one partner is much more senior than the others) or where a practice owner is not ready to give up their existing control over the practice. It is critical that partners ensure these goals can be aligned with respect to the management and future plans for the practice before moving forward. If so, our job is to ensure that the documentation between the partners accurately documents the shared agreement between the parties while also addressing any how any future circumstances (i.e. death, disability, retirement) will be handled.

Practice Start-Ups

For some of our clients, starting their own practice offers a strategic alternative to purchasing an existing dental practice. Starting from scratch allows a doctor significant flexibility in terms of location, services to be offered, in-network insurances, marketing, staffing and the overall operation of the business. It also requires a doctor to focus on all of these aspects without having the luxury of an existing patient base and experienced staff that typically come with a practice acquisition. Our role with start-ups generally includes the formation of entities, negotiation of commercial leases, preparing of employment agreements and ensuring compliance with licensing and permit requirements. We also offer a significant resource in connecting our clients with lenders, consultants, accountants, insurance providers and other professionals with experience in the dental field who can walk our client through the various aspects of a start-up.

Transactions with Corporate Groups

Dental transactions with corporate practice owners need to be classified separately from as a sale to another licensed dentist These transactions, whether a sale of a practice or an ongoing joint venture, typically offer the potential for value far in excess of what a doctor could receive by simply selling to another dentist. With that said, this value is rarely provided through a one-time purchase price. Instead, sellers often receive a percentage of the purchase price upon sale with the remaining amount offered in the form of promissory notes, earnouts, joint venture arrangements, and parent company equity (or a combination of the foregoing). These post-closing arrangements are typically conditioned upon things like the seller’s continued employment, staff retention, and/or the practice’s ability to hit specified revenue goals following the closing (i.e. they are not guaranteed). Where equity is involved, a seller must understand when they might have the opportunity to sell such equity and the value they will receive upon such sale. Corporate buyers also often require more significant non-compete provisions (sometimes ranging from all of their locations rather than just the one with which the seller is associated). It’s important for any seller to engage counsel but, given the complexities involved in corporate transactions, it is even more critical that a seller utilize experienced attorneys in a corporate transaction. Our firm has extensive experience in this area and leverages that experience to advise its clients and ensure that they fully comprehend and agree to the terms of any corporate transaction.