- (801) 850-6820
- contact@jTB-law.com
- 2701 N. Thanksgiving Way, Unit 100, Lehi, UT
We are a specialized practice focused primarily on transactional and corporate matters in dental, healthcare, and other regulated industries requiring professional licensure (medical, dental, chiropractic, veterinary, etc.). However, we provide a full suite of other services to these regulated industries, including those identified below.
We have closed more than 100 dental and healthcare transactions, ranging from single-practice sales to large group practices.
We assist dental and healthcare practices with all aspects of contract negotiation and preparation, including Asset Purchase Agreements, Employment Agreements, Office Leases, Shared Services Agreements and a host of other vender and third-party agreements.
We regularly assist with dentist and healthcare buy-in and partnership agreements as well as practice buy-sell agreements between partners.
We have extensive experience in preparing and negotiating associate employment agreements and clinical director agreements.
We routinely form dental and other professional practices, including assisting with state filings and preparation of governance documents.
We routinely assist clients with various corporate governance issues with respect to their practice entities.
We have extensive experience in structuring, forming and implementing Dental and Management Support Organizations (DSOs/MSOs).
We assist with professional and healthcare licensing issues faced by dentists, doctors and other healthcare providers.
We help ensure that healthcare transactions comply with applicable regulations and assist dental and healthcare practices with navigating the rules and regulations governing their profession.
We recommend retaining experienced counsel prior to signing a letter of intent (LOI) and beginning negotiations with the buyer. Even though LOIs are non-binding (for the most part), it is very difficult to convince the buyer to deviate from the terms of the LOI when later negotiating the definitive deal documents. So, it is best to have an attorney negotiate the LOI to ensure favorable terms at the outset.
Each transaction is unique but, as a rule of thumb, you can expect to spend between 1% – 3% of the total purchase price on legal fees. For many of our services, we offer transparent, flat-fee pricing so there are no surprises when it comes to your invoice.
Each transaction typically begins with a letter of intent (LOI), or similar document, signed by both parties and setting forth the parties’ intent to transact. Once the LOI is signed, the buyer begins the due diligence process (i.e., performing a financial and legal review of the practice), and the parties begin drafting and negotiating the definitive deal documents. This can take several months, depending on the buyer and the complexity of deal. If the deal involves the sale of real estate, the process can take longer.
Once due diligence is completed and the parties have agreed to final deal terms, a final closing date is set, on which the closing documents are signed and all closing deliverables are exchanged (including the purchase price). Once closing occurs, there may be a few post-closing items to resolve (e.g., coordinating release of liens securing practice loans paid off from the sale proceeds).
Not all DSO or MSO deals are made equal. Whether a specific deal is advisable will largely depend on its terms. However, many DSO/MSO deals take the form of a roll-up where the selling doctor enters into a partnership with the DSO/MSO. In these cases, the relationship with the other DSO/MSO partners and management team is just as important as the deal terms. If the parties do not mesh well, it could foreshadow an unpleasant partnership. We recommend taking time to meet with and get to know the DSO/MSO team prior to signing an LOI. This will help guage whether the partnership is a good fit.
We are a specialized practice focusing on corporate and transactional healthcare matters. We routinely assist in pre-litigation contract dispute resolution, but we are not litigators. However, we work very closely with law firms that provide litigation services and would be happy to make an introduction.
Yes. We routinely assist with start-up dental and other healthcare practices, including entity formation, contract drafting, compliance, and preparation of patient-intake forms and other practice-related documents.
We offer a free half-hour consultation to help us understand your needs and determine how we can add value. However, we cannot give any legal advice until you have signed an engagement letter and established an attorney client relationship.
Dental and healthcare transactions are complex and require competent counsel from the start. We have the specialized knowledge and experience necessary to help you navigate the process with confidence. Contact us to learn more.
