A DSO transaction can change both the ownership of your practice and the way you work after closing. JTB Law helps dentists and practice owners understand how the purchase agreement, equity documents, employment terms, and management arrangements fit together.
Justin Blair brings dental transaction experience and an M.B.A.’s business perspective to the decisions behind the documents. You work directly with the attorney evaluating the terms and negotiating on your behalf.
Understand what the deal actually delivers
The headline purchase price is only part of the analysis. Cash at closing, seller financing, rollover equity, earnouts, and other contingent amounts create different rights and risks. We help you identify what is fixed, what depends on future events, and who controls those events.
- Purchase price components, payment timing, holdbacks, and adjustments
- Rollover equity, ownership classes, dilution, and future capital obligations
- Operating agreements, voting rights, management authority, and distributions
- Clinical compensation, ongoing employment, and transition responsibilities
- Management services arrangements, restrictive covenants, transfer provisions, and exit rights
Evaluate the documents as one relationship
A provision in one agreement can affect the rights described in another. An employment termination, for example, may also have consequences under the ownership documents. The review should identify those connections before you commit to the arrangement.
Our work can include reviewing the offer or LOI, negotiating the purchase and related agreements, coordinating legal due diligence, and helping the transaction team resolve closing requirements. The engagement is tailored to the actual structure and scope of the deal.
Counsel for founders and growing groups
If you are establishing a platform or expanding a group, the questions include how the professional and management entities will work together, how partners participate, and how the structure supports acquisitions. Explore our DSO formation and expansion services.
Relevant transaction experience
Justin’s DSO and private equity experience includes acquisitions, affiliations, equity arrangements, and the agreements governing the relationship after closing. That experience includes assisting a client with a $500 million sale of a DSO to a private equity group. Representative experience includes matters handled before founding JTB Law; past results do not guarantee a similar outcome.
When should I involve DSO counsel?
Ideally, the discussion begins while you are evaluating the proposed deal or LOI. That gives you an opportunity to understand the structure and identify negotiation priorities before the definitive documents are prepared. We also work with owners who already have an LOI or draft agreements.
Can you review only the equity or partnership terms?
We can discuss a defined review, but the appropriate scope depends on how the documents interact. The initial consultation helps identify the agreements needed to understand the issue and the work that would be included.
For an individual practice purchase or sale, see dental practice transaction counsel. For an owner or associate joining a practice, see dental partnership and buy-in counsel.
Discuss your next step
A complimentary 30-minute consultation is an opportunity to discuss your goals, the scope of your matter, and whether JTB Law is a fit. Representation begins after the engagement and any required conflict review are complete.
Or call (801) 850-6820. Please do not send confidential documents before an engagement is established.