In typical transactions for buying dental practices, our dental contract lawyers engage in various commercial, legal, healthcare and other investigations to assure that there are no undisclosed judgments, claims, liabilities, and/or debts that could be transferred from the seller to the buyer unless the buyer is aware of them and explicitly assumes them. After all this is why you structured your deal as an asset purchase instead of a stock purchase.
Commercial due diligence by our dental contract lawyers include, but is not limited to, reviewing business, financial, and tax documents of the seller, review of corporate documents and good standing of the selling corporation, llc, or partnership, conducting a UCC lien check to make sure there are no undisclosed recorded liens or debts, reviewing real estate documents such as the lease for the office space, investigating court documents for any unsatisfied judgments or pending actions, and reviewing the employment contracts of the employees, managers, officers, and directors.
A proper due diligence of UCC records reveals any liens and creditors who have secured their loan by filing a UCC lien. Usually a UCC filing is limited to the State(s) in which the dental practice is located and/or operating because in order to secure their loan, the creditors are required to file their UCC lien in the State where the practice is located. Rest assured, our experienced dental contract lawyers will conduct the proper due diligence so after the purchase of your new dental practice, you can Practice with Confidence!
Healthcare due diligence by our dental contract attorney include checking for any violations under the Stark law, Anti-kickback statutes, False Claim Act, and in “larger” deals and/or “smaller” markets they include compliance with Antitrust laws. It should also include investigating the licensing boards for any prior disciplinary actions by the practitioners that worked at the office in recent years.
Dental Contract Lawyers