Once a buyer and seller have agreed to the price and terms of a practice sale, their lawyers’ roles should be straightforward. It should be a matter of documenting pre-negotiated elements of the deal, in a way that both protects their clients’ interests and minimises any potential exposure to risk.
When a dentist is thinking about selling their practice, the focus of discussions with their spouses and advisers is usually on financial questions, like: “How much money will I need in order to retire?”. While this is discussed in detail over spreadsheets, with projections and budgets, a more secret, internal question is often plaguing the dentist late at night. Internally, many will be equally concerned with: “What am I if I am not a dentist?” and “What am I going to do with my time?”.
When someone is looking to buy or sell a practice, they are often presented with an appraisal of the practice that has been prepared by the other party in the transaction. While the results of the practice’s trading may be clear, there are numerous appraisal techniques to choose from, and often some creativity applied when using them.
A popular exit plan for many dentist practice owners is known as the Delayed Internal Sale.
The stakes are high in practice sale transactions. Financially, a practice usually sells for amounts in the hundreds of thousands or millions of dollars. There are also important non-financial qualitative aspects of the deal, like transferring staff, patient relationships and a reputation that has been built over decades, and post-sale work commitments for the vendor that can last from 6 months to 5 years. The transaction itself is usually documented with three or four legal contracts (1. a business sale agreement, 2. a premises lease contract or premises sale contract, 3. a work contract for the vendor post sale, and 4. a partnership/associateship agreement if there are equity partners/associates). With all of this at stake, you would think that a buyer or vendor would want to make sure that they get appropriate legal representation, to ensure that they get what has been promised to them and to protect themselves from future risk.
Once upon a time, buying a dental practice was a rite of passage that almost all dentist graduates went through after a few short years in the workforce. In more recent years however, statistics have shown that being an employee/contractor/non-owner dentist for life is a growing choice for dental graduates. There are many reasons that people give for this trend, including:
