Buying a dental practice
In light of the fact that only 16.6% of dental practices in England are owned by providers with 3 practices or more, the vast majority of practices are still independent practices.
When you consider buying a dental practice, the chances are that you are not regularly involved with corporate transactions. It may be a once in a lifetime transaction which involves a big financial commitment and a burden on your time all on top of your work as an associate, the very thought of this will be daunting.
This need not be as daunting with us by your side, not only will we guide you through every step of buying the dental practice, going forward, we will provide legal advice on the different issues that arise in buying and owning a dental practice.
Our team has the specialist skills and experience needed to efficiently advise in the dental sector, providing focused, straight to the point advice that you require:
- To advise on matters relating to the obtaining of finance and dealing with security matters;
- To carry out a due diligence exercise in respect of the business and property. We will draft a tailored questionnaire in order to flush-out any major issues at an early stage of the transaction. This will allow you to negotiate protections within the acquisition agreement and even a reduction of the purchase price, if necessary;
- To prepare and negotiate an acquisition agreement. The acquisition agreement is the contract that governs the whole of the transaction. Whilst the seller’s solicitor will want to make sure that his/her client’s obligations are kept to a minimum post completion, we will ensure that there is sufficient protection to cover for anything that may go wrong post completion, as well as ensuring a smooth transfer of the business;
- To advise on matters relating to the transfer of the property. A specialist property solicitor will be on your team advising in relation to the property element of transaction in parallel with the corporate transaction;
- To advise you on the transfer of employees at the practice. Employees can be a significant liability as well as an asset, a specialist employment solicitor will be on your team advising in relation to the employment element of transaction;
- To negotiate the disclosure letter prepared by the seller. The seller will look to negotiate a wide definition of “disclosure”, the significance being is that you (the buyer) will not be able to bring a claim if against something that is deemed to be “disclosed”;
- To assist with matters relating to the transfer of the seller’s contract with NHS England and the CQC partnership issues that this may entail; &
- To prepare and negotiate an expense sharing agreement on your behalf (if relevant).
As specialist dental solicitors we are aware and accustomed to dealing with all of the pitfalls of buying a dental practice. Some of the most common include:
- Transfer of the GDS and/or PDS Contract from the seller to the buyer;
- Protection from a claw back of UDA shortfall;
- Retaining departing associated and associated goodwill; &
- CQC registration and de-registration process.