We Know The Seller Side
We've negotiated against DSOs, private equity groups, and individual buyers. We know their playbook and how to push back on one sided terms.
From LOI to closing, we help you maximize value, avoid seller traps, and get the deal you deserve.
Schedule ConsultationSelling your practice is probably the biggest financial event of your career. The buyer's attorney will draft everything to protect the buyer. You need someone in your corner who knows how these deals actually work.
We've negotiated against DSOs, private equity groups, and individual buyers. We know their playbook and how to push back on one sided terms.
How the deal is structured affects how much you actually keep after taxes. We coordinate with your CPA to get the allocation right.
We work with sellers across the country, coordinating with local counsel when needed. You work directly with Connor from start to finish.
The main areas where having your own attorney protects your interests
The buyer's attorney drafts the agreement to shift as much risk as possible to you. We negotiate to balance the risk, cap your liability, and make sure you're not agreeing to things you'll regret later.
Standard buyer agreements include unlimited liability for anything that goes wrong, vague transition obligations that never end, and broad representations you can't possibly verify. We fix that.
If part of your purchase price is tied to an earnout, the structure matters a lot. Badly written earnouts let the buyer manipulate the metrics or change operations in ways that kill your payout.
We negotiate objective measurement criteria, operational protections, and security provisions so you actually get paid what you're owed.
How the purchase price is allocated affects your tax bill. You want as much as possible characterized as capital gains (lower rate) rather than ordinary income.
We work with your CPA to structure the deal and negotiate allocation terms that minimize your taxes while staying within IRS guidelines.
The buyer needs some protection, but overly broad non competes can prevent you from ever practicing dentistry again or even working as an associate in a reasonable area.
We negotiate scope, geography, and duration that protect the buyer's legitimate interests without destroying your future career options.
Schedule a consultation to review your LOI, discuss deal structure, and figure out the best negotiation strategy.
Schedule ConsultationWhat to expect when working with us on your practice sale
We review your LOI or preliminary deal terms, talk through your priorities, and develop a negotiation strategy. If you haven't signed anything yet, even better: we can help structure the LOI correctly.
The buyer will request documents and information about your practice. We help you manage that process, providing what's necessary while not over disclosing or creating unnecessary problems.
The buyer's attorney will draft the purchase agreement. We review it, mark it up, and negotiate terms that actually protect you: limiting liability, capping exposure, and defining clear obligations.
Beyond the purchase agreement, there are usually transition services agreements, real estate documents, employment agreements (if you're staying on), and other paperwork. We handle all of it.
We manage the closing process, coordinate with the buyer's counsel and escrow, and handle any post closing issues that arise. If there's an earnout, we're still here to make sure you get paid.
No. The buyer's attorney represents the buyer, period. Even if the buyer is paying the bill, their attorney's job is to protect them, not you.
You need your own attorney who works for you and only you. The cost is worth it: bad deal terms can cost you far more than legal fees.
Earnouts tie part of the purchase price to future performance: usually collections, EBITDA, or patient retention measured over 1 to 3 years.
The problem is that buyers control operations after closing. If the earnout is based on subjective metrics or gives the buyer too much discretion, they can make changes that kill your payout. The structure matters a lot.
Typically 3 to 12 months of part time involvement: patient introductions, staff training, clinical coverage. The key is defining exactly what you'll do and for how long.
Vague language like "reasonable cooperation" is a trap. You need specific time commitments, clear deliverables, and defined endpoints so you know when you're actually done.
The purchase price gets divided between equipment, patient records, goodwill, and sometimes a non compete payment. How it's allocated determines whether you pay capital gains rates (lower) or ordinary income rates (higher).
You want as much as possible in goodwill and capital assets. The buyer wants allocation that gives them better depreciation. It's negotiable, and the difference can be significant.
Absolutely. DSO deals are more complex: they usually include equity rollover, earnouts, employment agreements, and detailed operational provisions.
The documentation is sophisticated and heavily negotiated. You need someone who's done these deals before and knows what to push back on.
Deep dives into specific issues in practice sales
Buyers love earnouts because they defer payment and shift risk to you. The problem is that after closing, the buyer controls everything: staffing, fees, marketing, operations.
If the earnout is based on EBITDA or subjective metrics, the buyer can make "business decisions" that just happen to reduce your payout. Cut marketing spend, raise staff costs, lower fees, integrate the practice into their system: all legitimate business choices that kill your earnout.
That's why the earnout structure matters. Objective metrics (like collections) are better than subjective ones (like EBITDA). Operational covenants that prevent the buyer from tanking performance are critical. And security provisions (escrow, guarantees) make sure you have recourse if they don't pay.
Standard buyer agreements make you liable for anything that goes wrong with the practice, even things you didn't know about and couldn't have discovered. And there's usually no cap on that liability.
That means years after closing, the buyer can come after you for problems that surface later. Claims can exceed the entire purchase price.
Reasonable indemnification provisions include caps (usually 10% to 25% of purchase price), baskets (minimum claim amount before indemnification kicks in), and survival periods (time limits on when claims can be made). These are all negotiable.
In an asset sale, the purchase price gets allocated across different categories. Each category has different tax treatment for both you and the buyer.
Goodwill is taxed at capital gains rates (20% federal plus state). Equipment and other tangible assets may have depreciation recapture (ordinary income rates). Non compete payments are always ordinary income (up to 37% federal).
Buyers want allocation that gives them depreciation benefits. You want allocation that minimizes your taxes. It's a negotiation, and the difference can be hundreds of thousands of dollars on a large transaction.
Your attorney and CPA need to work together on this. The allocation has to be reasonable and consistent between both parties (IRS requires it), but there's room for negotiation within those constraints.
Buyers often want you to agree never to practice dentistry anywhere near the sold practice: sometimes 25 to 50 mile radius, 5 to 10 year duration, prohibition on all dental activities including associate work.
That's often not enforceable (courts don't like restraints on your ability to earn a living), but even if it's not enforceable, dealing with it is expensive and stressful.
Reasonable restrictions match the actual patient draw area, reasonable time for transition (2 to 3 years), and are limited to directly competitive activities. You should still be able to work as an associate outside the restricted area, teach, consult, or practice specialties that don't compete with the sold practice.
Most purchase agreements say you'll provide "reasonable transition assistance" or "cooperate with the buyer." That's meaningless: it's undefined work for undefined duration.
Better transition agreements specify: exact weekly time commitment (e.g., 2 days per week for first 3 months, 1 day per week for next 3 months), specific deliverables (patient introductions, staff training, clinical coverage), defined completion criteria, and fair compensation for your time.
The transition period should have a clear end. Otherwise you're on call indefinitely, which interferes with retirement, new employment, or whatever you're doing next.
If you own the building where the practice operates, you have options: sell it with the practice, keep it and lease to the buyer, or sell it separately to a third party.
Each option has different tax implications, financing considerations, and long term outcomes. Selling with the practice is simpler but you lose ongoing rental income. Leasing to the buyer gives you income but creates landlord obligations. Selling separately might get better value from a real estate investor.
The right answer depends on your financial situation, tax planning, and what you want to do with the proceeds. This should be part of the overall deal strategy, not an afterthought.
Tell us about your sale and we'll set up a call to discuss how we can help.