Decades of experience in both orthodontics and law have allowed us to streamline our process and quickly tailor it to our client’s specific situation. We then deliver a custom transition plan and final, execution documents to implement that plan.
Unlike all other firms that utilize an adversarial “my side vs. your side” model, we prefer to work collaboratively with both the Buyer and Seller. We have found that most dentists want to avoid confrontation and develop an amicable relationship beneficial to both parties. After all, the Buyer will be taking control of a practice that the Seller has cultivated over decades. This is the person who is going to look after the patients, the staff and be a Seller’s legacy. Why start that relationship off in such an opposing manner?
It typically takes us about 100 days to deliver final, execution documents from the time we receive the information to perform the Practice Appraisal. You will find that our level of devotion to the education of our clients with respect to explaining the transition process is unparalleled and essential to meeting our clients’ transition goals.
We prefer to work collaboratively with the Buyer & Seller in a non-partisan role as a mediator / consultant / educator in order to inform both parties of the advantages and disadvantages that each issue presents, enabling them to make informed decisions.
We begin with an Engagement Letter, which requests certain information required to complete the Practice Appraisal, as well as create a baseline of terms and conditions for the general transition plan. The Appraisal determines the Fair Market Value in order to set the Purchase Price and Tax Allocation for the transition. The Seller will have a chance to review the Practice Appraisal before a copy is sent to the Buyer to ensure the Buyer is receiving only accurate information.
Once both parties agree to the Purchase Price and Tax Allocation, we will arrange for our attorney to prepare first drafts of the transition documents. These are working documents meant to spark discussion and actively engage both parties in the negotiations. The Buyer and Seller are to read through these drafts thoroughly and respond with any questions, requests for clarification, suggested alterations, revisions or deletions, etc. Once we hear from both parties, we would then respond and present second drafts. The process is then repeated until there are no more changes to be made and both parties thoroughly understand the documents and agree to the provisions. At that point, final documents will be bound and mailed for execution. The practice accountant and attorney are invited to provide input throughout the negotiations and drafting process.
If we are advising the Buyer alone, our process depends greatly on the Seller’s attorney’s process. If the drafting attorney uses a Letter of Intent to define the overall transition terms, then we will arrange for an attorney to advise our client as to what the industry standard is for the specific situation and educate our client about the various options available in order to come to an understanding of what it is our client desires for the overall transition plan. We will then communicate with the drafting attorney to ensure that our client’s wishes are made known.
Whenever disagreement arises, there must eventually be compromise. We will advise our clients of any discrepancies, which party is being advantaged and how the other party is being disadvantaged and then advise our clients as to a possible solution to the dilemma. Then, we will communicate with the opposing attorneys to resolve the conflict and continue progressing toward final, execution documents.
The first step for a Seller is to determine the Fair Market Value of the practice and establish the tax allocation of the purchase price. This is accomplished by performing a formal Practice Appraisal. The Appraisal is a necessary step for all transition types (even Associateships) because it is used to determine not only the purchase price and tax allocation for an eventual sale, but also the amount of compensation for an Associate. Further, the Appraisal can help determine whether or not the transition plan can be supported by the financial realities of the practice and whether or not it’s the right time to sell.
After the practice has been appraised and a Buyer has been identified, we would then move forward with the transition process by creating the first drafts of the transitions documents. These are working documents meant to spark discussion and actively engage both parties in the negotiations. It is at this point that you would elect to either work together with the Buyer in a fair and neutral manner to quickly and affordably accomplish your mutual goals (Dual Representation), or have us represent your interests alone (Single Representation of the Seller).
When you are ready to get started with a Practice Appraisal, you will need to request an Engagement Letter.
The first step for a Buyer is finding an opportunity. If you need assistance in finding an opportunity, please register for our Practice Matching Program.
Once an opportunity has been identified, you can either work together with the Seller in a fair and neutral manner to quickly and affordably accomplish your mutual goals (Dual Representation), or you can have us represent your interests alone (Single Representation of the Buyer). In either case, reviewing the Appraisal is the first step. Once the purchase price and tax allocation have been agreed upon, we would then move forward with the transition process and either present first drafts of documents or review first drafts of documents, depending on the type of representation.
When you are ready to engage our services, you will need to request an Engagement Letter.
The first step to begin working with our firm is to request and Engagement Letter which will detail our fees and services. Whether you are interested in having our firm provide a Practice Valuation & Appraisal, or you are interested in Consulting Services related to you Practice Transition, we can assist.
We offer Dual Representation or Single Representation of the Seller – which may include appraising your practice and/or Drafting transition documents, as well as Single Representation of the Buyer – which may include reviewing an Appraisal and/or transitions documents.