Dental Acquisitions Lawyer for Acquiring Dental Practices
The first step in dental acquisitions is obviously finding a practice for sale that is well suited for you and your lifestyle. That includes the location and size of the practice, the seller’s demand for purchase price, and your over all goal and objectives. Our dental acquisitions lawyer are mindful of these aspects and have many dentists become successful dental practice owners.
Letter of Intent in Dental Practice Acquisitions
Once a suitable seller is found, the process of dental acquisitions starts with sending a letter of intent to the seller or the seller’s agent which expresses your interest in purchasing the practice. The letter of intent should include both binding and non-binding provisions. Generally speaking, the non-binding parts of a letter of intent in dental acquisitions include the business terms such as the structure of the deal, the approximate purchase price, any offers of employment post Closing, etc. Until and unless you are satisfied with the business records, tax returns, and other matters related to due diligence, you should not make an unconditional and non-revocable offer to purchase the practice. That is the whole purpose behind executing a letter of intent instead of signing a full-fledge contract.
Your Letter of Intent Should be Drafted by a Dental Acquisitions Lawyer
In transactions for dental acquisitions, I have been surprised by potential clients that contacted me after having sent a letter of intent that was prepared by the seller’s dental agent, without any input of the attorney who will be representing the buyer. One of the reasons mentioned is the erroneous belief that anything and everything in a letter of intent is non-binding only because it is titled as a “letter of intent.” However, a letter and its terms are not automatically non-binding just because a letter states it is a letter of intent. And a seller may be able to force you to follow through and purchase the practice based on a letter of intent that does not specify it is non-binding. Alternatively, the seller could potentially file a suit for damages.
Binding Sections of Letter of Intent
The letter of intent that is drafted by a dental acquisitions lawyer on behalf of their client should include a binding “no-shop” provision by the seller. However, you will be had pressed to find a letter of intent drafted by seller’s agent that includes such a provision. Naturally, the agent does not want to include terms that are not beneficial to them nor to their client/seller.
The seller or their agent may also demand a binding non-disclosure agreements (NDAs) that protect the confidentiality of the seller and their disclosed information. However, the buyer should demand that the terms of the NDA should be mutual and the seller should not be able to disclose the buyer’s business to third parties who are not assisting the seller in the transactions, e.g. seller’s attorney, agent, and/or accountants.
Purchase Agreements in Dental Acquisitions
After forwarding a letter of intent, the selling party in dental acquisition transaction usually makes the necessary disclosures that would give the buyer a window into many aspects of the practice. The review of these documents should assist the buyer in determining the terms that they are willing to offer to the seller for the purchase of their dental practice.
These transactions normally include intricate negotiations that should be done handled by a dental acquisitions lawyer for the buyer because they involve legal and business terms that will affect the buyer for years to come. These negotiations are usually done by exchanging offers and counter-offers in form of elaborate contracts until both parties feel comfortable to sign the contract.
Your dental acquisitions lawyer should conduct and complete business and legal due diligence that may differ in scope. The risks involved and the cost of completing such due diligence and your comfort level on accepting the risk are some of the factors in deciding to pursue a certain line of inquiry. Once due diligence is satisfactorily completed, the parties will proceed to the Closing.
Kamkari Law – Dental Acquisitions Lawyer
