Articles

On August 6, 2018, the “Queen of Soul” Aretha Franklin died at aged 76, after a lengthy battle with cancer. Not married, Franklin left behind four sons, aged between 48 to 63, a long-term de facto partner, an estate worth about $80 million…and no will.

When my grandfather was in his early 80s, he was driving back from his regular morning swim at a friend’s pool at 630am when the police pulled him over. They said that he had been driving erratically and they had been trying to get his attention with their sirens for a few blocks. The police took him home in the back of the police car and that was the end of his driving career. Looking back at the situation, I think the whole family was aware of the incremental degradation of his faculties over the previous few years, and perhaps there should have been an earlier intervention. It was lucky, under the circumstances, that no one was hurt by his poor driving skills in his last few years behind the wheel.

I reckon I have been one of the luckiest blokes in the world to be a dentist. I have no regrets in when and how I sold the practice, but one thing that the whole process brought home to me was the importance of having a will and, if you have a partner in life or in business, to make sure they have one too.

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?”.

I am very happy I sold and am enjoying the balance of being an employee dentist. I like seeing the practice change, as well as having the time and freedom to enjoy other interests. I highly recommend selling in your 50s when you’re well and healthy, rather than waiting till you’re in your late 60s and your health might not be as good. It was an excellent outcome for the practice.

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.

I had a massive heart attack and decided it was time to sell. I still loved dentistry, but after my heart attack I was getting tired easily; it was getting too much for me. I decided it was a warning and I had better listen.

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.