Roseland Dental Practice Lawyer
Over twenty years ago, a member of the Academy of Dental CPAs introduced practice co-chair and firm CEO, William S. Barrett, to the dental profession. He quickly noticed that the dental community often lacked legal representation by professionals with specialized knowledge of the unique legal issues that arise in dental practice transactions; and critical deal terms were frequently overlooked. Dentists were entering into agreements without a clear understanding of the ramifications of these contracts and how the agreements were affecting their careers, team members and patients.The National Dental Law Group is where dentists and dental specialists receive the highest quality legal services and have full confidence that they are working with attorneys who understand every aspect of a dental practice transaction, whether the client is an associate buying into a practice for the first time or a sophisticated dental-entrepreneur creating a structure for the ownership and management of multiple practices. To date, we have successfully closed hundreds of dental and dental specialist transactions nationwide.We also utilize our full-service platform to provide dentists and dental specialists with services at every stage of their career and life.
Legal Services for Dentists in all Specialties
The National Dental Law Group at Mandelbaum Barrett has handled hundreds of transactions for dentists across the country at all stages of their career. We work closely with dentists, orthodontists, oral surgeons, periodontists, endodontists, and pediatric dentists as well as with dental consultants and management companies. For more than two decades we have leveraged deep industry connections and specialized knowledge to provide unparalleled service to our clients.
The experienced dental attorneys at Mandelbaum Barrett’s National Dental Law Group provide comprehensive legal services to dental start-up practices throughout the country, helping to guide practice owners through all phases of starting a dental practice. Our clients have access to a wide range of legal services that will help establish the foundation for a successful start-up. These services include:
Developing a Business Plan – Creating a business plan is a crucial first step. This is the detailed framework for opening a dental practice and a road map which contains important milestones and deadlines that will help you meet the objectives you have set for the practice you envision.
Obtaining Financing – A lender is more likely to approve a start-up loan if a dental practice owner demonstrates good credit and presents a well-structured business plan. Our dental law attorneys also work closely with a network of specialized advisors including lenders, accounting firms, brokers, and other vendors that primarily serve the dental practice community and understand the industry’s particular legal and business needs. This means that your dental practice will be in the best hands no matter what your goals are.
Choosing and Forming a Business Entity – Our dental law attorneys routinely advise clients on choosing the best form of legal business entity for their dental practices. Although dental practices are normally organized either as professional service corporations or professional limited liability companies, attorneys will help you consider important tax implications and your personal exposure to the business’ debts and liabilities in selecting the right entity. After analyzing all relevant factors, we can form and prepare the organizational documents for any type of entity.
Buying or Leasing Real Estate – Whether you are buying or leasing real estate for your new dental practice, our full-service legal team will guide you through these sophisticated business transactions and ensure your interests as a buyer/borrower or tenant are protected and the terms of the agreements are negotiated favorably.
Employment Matters – Hiring employees is yet another crucial step in launching your dental practice. Our team of labor and employment lawyers help dental practice owners navigate the process of negotiating written employment agreements and preparing a personnel manual. Both documents are important for distinct reasons. While the employment agreement will contain restrictive covenants such as non-solicitation, non-competition, and confidentiality provisions, the personnel manual will set forth the policies of the practice, its operational procedures, and an explanation of employee benefits.
Buying Selling or Merging a Dental Practice
Buying, selling, or merging a dental practice is an exciting venture, but it requires working with experienced counsel that has both industry-specific legal knowledge and the business acumen to assist you in achieving your objectives regardless of which side of the transaction you are on. The National Dental Law Group provides guidance to buyers and sellers anywhere in the country and in connection with every phase of the dental practice transaction. Whether you are considering selling your practice or buying a new practice, we will assist you in navigating the due diligence process; preparing the necessary legal agreements; and negotiating the transaction terms with the aim of protecting your interests and advocating for your needs.
Some of the agreements that are commonplace in dental mergers and acquisitions are a letter of intent which outlines the basic deal terms; a purchase agreement that will contain the sales terms, representations and warranties, and duties and obligations of the parties; a non-compete agreement designed to prevent the seller from competing with the practice and soliciting its patients and employees within a defined geographic area, and for a set time period; and employment agreements if the seller or his/her associates will be joining the buyer’s practice as employees after the transaction closing. Importantly, due to the full-service nature of our law firm, we are also able to meet our client’s needs as it pertains to a large spectrum of legal issues that may come into play in the transaction including, but not limited to, negotiating a real estate purchase agreement or lease assignment, conducting environmental diligence of the property where the dental practice is located, or analyzing the tax implications of the transaction.
Working with the attorneys at Mandelbaum Barrett on your next dental transaction will instill confidence because we will be by your side at every step of the process, and our objective is to ensure that the transaction evolves seamlessly and closes promptly.
Entity Formations & Management
As members of the Mandelbaum Barrett National Dental Law Group, we pride ourselves on our ability to assist dental professionals from the “start-up” phase all the way through the implementation of an eventual exit strategy. This comprehensive, 360-degree approach has allowed us to develop longstanding relationships with dental professionals throughout the country, familiarizing us with the regulatory and operational obstacles faced by dentists throughout the lifespan of a practice.
At Mandelbaum Barrett, our mission is to ensure that your dental practice is formulated, organized, and structured in an advantageous and compliant manner, regardless of your state of operation. When you are ready to initiate the opening of your own practice, we will help you create and organize your business entity in a manner that best suits your long-term ambitions. Once your practice is established, we will help to ensure that you are operating in compliance with applicable laws, codes, and regulations. For those dental professionals seeking to flex their entrepreneurial muscle, we will be stick by your side throughout the execution of any practice expansion plans, including associate buy-ins, new practice purchases, creation of a Dental Support Organization (“DSO”), and more. We understand that every practice and every dentist is unique, which is why we utilize our extensive experience in dental law to provide you with the client experience you need to build a successful practice.
The DSO Decision
The dental practice landscape is being transformed by corporate-owned practices and corporate consolidation. If you are considering selling your dental practice to a DSO, you will need an attorney who is experienced not only in the dental space, but also in closing transactions involving DSOs. The National Dental Law Group at Mandelbaum Barrett has represented hundreds of clients throughout the country who have sold their practices to DSOs and we are highly skilled at negotiating the more complex terms of DSO transactions including holdbacks, rights to roll-over equity, and earnouts. Having served as outside counsel to numerous DSOs across the nation and helped with their formation, we are also intimately familiar with the statutes and regulations that govern the formation and operation of DSOs. Further, our attorneys have a deep understanding of the manner in which DSOs value dental practices and the factors that contribute to higher multiples and enterprise values.
The attorneys at Mandelbaum Barrett understand the pros and cons you may be weighing in connection with selling your practice to a DSO (relinquishing control, staff response, retaining quality of care) – we know it is not for everyone. However, while some dentists will benefit from a private sale, merger, or associate buy-in, selling to a DSO may be a better option for doctors looking to focus on clinical dentistry, expand their practice, transfer the management and administrative burdens of owning a practice to the DSO, and benefit from future consolidation or a liquidity event, while still protecting their legacy. Our experienced dental attorneys will provide you with informed representation as you undergo the process of selling your practice to a DSO. Our primary goal is to understand and meet your objectives so that you can better position yourself for the future and have a satisfying and rewarding experience.
Whether you are a seasoned dentist considering retirement or a young dentist looking to join an established practice as a co-owner, such buy-in transitions require careful consideration. Our legal team of experienced dental attorneys will assist you in every aspect of the transaction from determining how the deal should be structured to negotiating the transaction terms.
Associate buy-ins are special because they require the parties to consider legal issues beyond selling a piece of equity in the business. By way of example, the parties may need to negotiate employment agreements that reflect the new ownership structure or define an appropriate restrictive covenant if a former owner is stepping out of the business entirely. Similarly, the associate buying in may want to consider negotiating a right of first refusal or right of first offer in connection with the real estate where the practice is located. Negotiating a new or updated partnership agreement will also be necessary to define the rights and responsibilities of the practice owners. Furthermore, the partnership agreement may be structured so the associate eventually has the right to purchase the remaining equity in the practice, which will allow a doctor wishing to retire the freedom to exit the practice entirely.
Clearly, there are many factors that need to be considered in an associate buy-in transaction. Our dental law attorneys have the experience necessary to guide you through the associate buy-in process and will work to ensure a successful transaction.
Employment Contracts and Partnership Agreements
If you are hiring a new associate, ready to start a new position, or negotiating an updated employment agreement, our dental law attorneys will assist you with drafting the agreement, revising the agreement to protect your best interests, and understanding all the terms of a dental employment contract. We also review employment contracts to identify areas of ambiguity or potential conflict that may lead to future litigation. A dental employment contract should contain terms that address duration of employment, compensation, benefits, reasons and manner of termination, and restrictive covenants such as agreements not to compete, solicit, disparage, or breach confidentiality.
Partnership agreements are another important type of contract that you should have an experienced dental attorney draft or review. These agreements allow partners to clearly define their rights and responsibilities, which will go a long way in setting and managing partner expectations during the early stages of starting a business and in avoiding future disputes. Some of the key terms that should be addressed in a partnership agreement include ownership and voting rights; management responsibilities; distributions; restrictions on transfer/sale; restrictive covenants; limitations on liability; indemnification; meetings of the partners, and dissolution (among others).
Before signing an employment or partnership agreement, allow one of our experienced dental attorneys to review the agreement and help you understand your rights and obligations or negotiate more favorable terms on your behalf.
Dental Real Estate Matters
Mandelbaum Barrett offers a wealth of experience in the area of dental real estate. Our long-standing relationships with dentists from all over the country have contributed to our firm’s comprehensive understanding of the common obstacles faced by dental professionals when entering into real estate transactions. In complement to the law firm’s national reach, Mandelbaum Barrett is a member of the global Primerus legal network, allowing us access to the most reputable legal counsel throughout the country for real estate matters requiring specific local insights. As a result, Mandelbaum Barrett will remain by your side throughout your transaction, regardless of location.
Whether you are looking to purchase property, sell property or enter into or assign a lease, the real estate upon which your practice operates is a pivotal component of practice success. Our- experienced team identifies and addresses industry-specific issues for you that often go unnoticed by counsel unfamiliar with the requirements of dental profession. Our goal is to advocate with you and for you in a manner that best positions you and your practice for long-term success at your chosen location. Surround yourself with the right legal team to ensure your real estate works to your advantage.
Estate Planning and Exit Strategy Planning
Our experienced dental attorneys will also collaborate with you to develop and implement an estate plan and sound business exit strategy. Whether your goal is to prepare for retirement or make another change in your career, a successful estate plan and exit strategy will ensure you are ready to start the next phase of your life effortlessly, while honoring your legacy and protecting yourself, your assets, and your family. The specifics of what you will need to include in your estate plan and/or exit strategy will depend on your individual circumstances, values, and goals.
We will work with you to develop a well-structured estate plan which can include, among other things, a custom will to ensure a smooth distribution of your assets to your chosen beneficiaries; a trust to protect certain assets or plan for the special needs of your family; a health care proxy which can clarify your wishes regarding end-of-life care; and a power of attorney to protect your interests in the event you are unable to manage your affairs and need a trusted individual to step into your shoes. Similarly, our seasoned dental attorneys who understand the nuances of the dental business and acquisitions market, will collaborate with accountants, brokers, and financial professionals to determine the proper valuation of your practice, and develop an exit strategy to sell or merge it with the right buyer. In addition, we can help prepare you for a sale to an associate or assist with identifying potential buyers, including DSO partners or other dental groups. Regardless of the route you choose to take, we will work closely with you to structure and negotiate the transaction so that you can enjoy the fruits of your hard work as you embark on whatever your next journey will be.
Counsel to the Dental Industry in all Personal Matters
Our full-service platform allows us to provide guidance to our clients with their personal matters as well, and we regularly work with clients in areas such as:
- Wills, Trusts and Estates
- Tax Planning
- Elder Law
- Matrimonial and Family Law Matters
Our primary goal is to help our clients achieve their business and personal objectives.