More Than Just Legal
MBA and commercial real estate background means we spot financial and operational issues most attorneys miss. We know what to look for in the numbers and the lease.
From LOI to closing, we help you navigate the deal, avoid costly mistakes, and protect your investment.
Schedule ConsultationBuying a dental practice is one of the biggest decisions you'll make. The purchase agreement, financing terms, and due diligence process determine whether you get a good deal or end up with problems you didn't see coming.
MBA and commercial real estate background means we spot financial and operational issues most attorneys miss. We know what to look for in the numbers and the lease.
You work directly with Connor, no getting passed to junior associates. We handle dental practice transactions nationwide, coordinating with local counsel when needed.
From reviewing your first LOI through post closing issues, we're with you the whole way. One point of contact, start to finish.
The main areas where having your own attorney makes a real difference
Most buyers rely on the broker's numbers and a quick walkthrough. That's not enough. We dig into the financials, verify revenue claims, check the AR aging, review the lease, and look for red flags that could cost you down the road.
Think: declining patient counts, revenue concentrated in a few insurance plans, a terrible lease you'll be stuck with, or equipment that's actually leased and not included in the sale.
The agreement the seller's attorney drafts is designed to protect the seller, not you. We negotiate to get you better terms, things like limiting your liability if something goes wrong, making sure you're not on the hook for the seller's past mistakes, and getting clear transition support.
Standard seller agreements usually overreach. We push back where it matters.
Lenders include covenants and restrictions that can handcuff your ability to run the practice. We review loan docs, negotiate out the worst provisions, and make sure you're not agreeing to things that will cause problems later.
Some lender requirements are fine. Others are deal breakers. We know the difference.
A bad lease can kill an otherwise good deal. We review lease terms, negotiate with landlords, handle assignment agreements, or help you buy the property if that makes more sense. Commercial real estate is part of almost every practice sale, and most practice attorneys don't have the background to handle it properly.
Schedule a consultation to discuss your deal, review where you are in the process, and figure out the best path forward.
Schedule ConsultationWhat to expect when working with us on your practice acquisition
We look at your LOI or offering memorandum, talk through what you're trying to accomplish, identify potential issues, and map out next steps. If you haven't made an offer yet, we can help you structure it right from the start.
We request and review financial records, patient data, contracts, lease documents, and compliance history. The goal is finding problems before you close, not after. This is where the MBA background makes a real difference.
We review the buyer's draft, mark it up, and negotiate terms that protect you. This includes price allocation, seller representations, indemnification caps, restrictive covenants, and transition support requirements.
We coordinate with your lender, review loan documents, and handle lease assignments or property purchases. Everything needs to close at the same time, which requires coordination between multiple parties.
We handle the closing paperwork, fund transfers, and post closing transition issues. If the seller doesn't follow through on their obligations or if you discover something they didn't disclose, we're still here.
Yes. Brokers work for the seller, not you, even if they're helping you find practices. They can't give you legal advice or negotiate on your behalf.
You need your own attorney to review contracts, handle due diligence, negotiate terms, and protect your interests. Brokers facilitate deals. Attorneys protect clients.
Revenue trends, patient retention, accounts receivable quality, staff issues, lease terms, equipment condition, compliance history, and whether the seller's numbers match reality.
The goal is finding problems before you close, not after. Most sellers present their practice in the best possible light. Your job is to verify everything.
The purchase price gets allocated across different categories: equipment, patient records, goodwill, and other assets. How it's allocated affects your taxes and depreciation schedule.
You want to maximize depreciation benefits while staying within IRS guidelines. This requires coordination with your CPA, which we help facilitate.
It depends on the property price, your available capital, how long you plan to stay in that location, and the lease terms.
Buying gives you control and builds equity. Leasing preserves capital but makes you dependent on the landlord. There's no one size fits all answer, it's about what works for your situation.
Deep dives into specific issues that come up in practice acquisitions
Brokers and sellers have every incentive to make the practice look as valuable as possible. They'll "normalize" expenses, exclude owner salary, cherry pick the best months, and present aged AR as if it's all collectible.
They're not lying, they're just showing you the most optimistic version of the truth. Your job (or your attorney's job) is to figure out what the practice actually produces under normal circumstances, not best case scenarios.
Common issues: Revenue trending down but they only show you the peak year. Hygiene production attributed to the selling dentist (who's leaving). AR that's 90 days or older but still counted at full value. "One time" expenses that happen every year.
You're paying for goodwill, the patient relationships and reputation the seller built. If they can open a new practice down the street six months after you close, that goodwill is worthless.
Restrictive covenants prevent the seller from competing with you for a defined period in a defined area. They need to be enforceable (reasonable scope, reasonable duration) but strong enough to actually protect what you're buying.
The seller will want narrow restrictions. You want broad enough protection that your investment is safe. This is one of the most negotiated provisions in any practice sale.
Patients are loyal to the dentist, not the practice. If the seller disappears after closing, you'll lose patients. That's why transition support is critical.
Good transition agreements specify exactly what the seller will do, for how long, and how they'll be compensated. Vague agreements ("seller will reasonably cooperate") are worthless. You need clear obligations with clear endpoints.
Typical transition: 3 to 6 months of part time clinical work, patient introductions, staff training, and helping with referral relationships. The seller should be motivated to make it work, which usually means paying them fairly for their time.
Lenders put covenants in loan agreements that restrict how you can operate the practice. Some are reasonable. Others can cause serious problems.
Watch out for: Debt service coverage ratios that don't account for practice growth phases. Restrictions on hiring or adding equipment without lender approval. Personal guarantee provisions that put your personal assets at risk beyond what's necessary. Prepayment penalties that lock you in even if you want to refinance.
These provisions are negotiable. Most buyers don't realize that and just sign what the lender gives them.
Most practice buyers assume they'll just take over the seller's lease. It's not that simple. The landlord has to approve the assignment, which means they get to review your financials and decide if you're acceptable.
Landlords sometimes use this as an opportunity to renegotiate terms or increase rent. If the lease is below market, they might not approve the assignment at all, forcing you to negotiate a new lease at current rates.
You need to know the lease terms, the landlord's position, and whether assignment is actually feasible before you're too far into the deal. Finding out the landlord won't approve the assignment after you've spent $20,000 on due diligence is a problem.
Tell us about your acquisition and we'll set up a call to discuss how we can help.