01 — PRACTICE AREA

Dental & Healthcare Transitions

Transactional counsel for dental practice acquisitions, sales, and ownership transitions throughout Florida. Representing dentists, specialists, group practices, and DSOs.

Jaffe Law provides transactional counsel for dental practice acquisitions, sales, and ownership transitions throughout Florida. The firm works with general dentists, specialists, group practices, DSOs, and management service organizations on practice transitions, entity structuring, associate agreements, and real estate matters.

Services

Practice Acquisitions & Sales

  • Asset purchase agreements for dental practice acquisitions
  • Stock purchase transactions when appropriate
  • Letter of intent review and negotiation
  • Purchase price allocation and earn-out structures
  • Representations, warranties, and indemnification provisions
  • Non-compete and non-solicitation agreements
  • Transition services and consulting arrangements

DSO Transactions

  • Management service agreements for DSO affiliations
  • Professional services agreements and operating protocols
  • Equity rollover structures and partnership units
  • Clinical autonomy protections
  • Multi-practice portfolio transactions

Entity Formation & Governance

  • Professional limited liability companies (PLLCs) for dental practices
  • Professional associations and corporations
  • Operating agreements and shareholder agreements
  • Partnership structures and equity arrangements
  • Buy-sell provisions and valuation methods

Associate & Employment Matters

  • Associate dentist employment agreements
  • Independent contractor arrangements
  • Partnership track and buy-in provisions
  • Compensation structures and production formulas
  • Restrictive covenants tailored to state law
  • Termination provisions and notice requirements

Real Estate & Leasing

  • Commercial lease review and negotiation for dental offices
  • Lease assignments in connection with practice sales
  • Sublease agreements and landlord consent procedures
  • Purchase agreements for practice real estate
  • Lease renewal negotiations and option exercises
  • Triple net lease analysis and CAM reconciliations

Transaction Coordination

  • Coordination with CPAs on tax structure and planning
  • Lender communication and SBA loan compliance
  • Due diligence review and issue resolution
  • Title company and escrow coordination
  • State board notifications when required
  • Post-closing compliance and document recording

Who This Serves

This practice area serves general dentists and dental specialists including endodontists, periodontists, pediatric dentists, oral surgeons, and orthodontists. The firm works with solo practitioners, group practices, dental service organizations, management service organizations, practice buyers, practice sellers, and dental practice consultants throughout Florida.

Key Considerations in Dental Transactions

Dental practice transactions involve unique regulatory considerations including corporate practice of dentistry restrictions, fee-splitting prohibitions, and professional licensing requirements. Transaction structures must account for these constraints while achieving the parties' business objectives.

Asset purchase agreements are common in dental transactions due to liability limitations and favorable tax treatment. Purchase price allocation between tangible assets, patient records, and goodwill affects both tax consequences and depreciation schedules. Seller financing and earn-out provisions are frequently negotiated to bridge valuation gaps.

Real estate decisions—whether to purchase the practice location, assign the existing lease, or enter a new lease—significantly impact transaction feasibility and timeline.

Ready to Discuss Your Practice Transition?

Whether you're buying, selling, or transitioning your dental practice, we provide counsel that understands both the legal requirements and business considerations.

Call (305) 563-4404 Email Us