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Lawyer For Veterinarians, Dentists and Other Professionals in Livonia and Surrounding Areas

When buying a veterinary clinic, dental or other professional practice, one of the most important members of your purchasing team should be your lawyer.  An experienced attorney understands the ins and outs of buying a professional practice and can save you stress, time, money, and limit your personal liability. 

 

After buying, or starting-up your practice, the last thing you want is to find out that your rights have not been properly protected in a contract and you now have to deal with unexpected legal headaches or, worse yet, find out that there were liabilities for which you remain responsible.  The issues involved in buying a professional entity are different and often more complex than the issues that come up in regular entities. 

 

Business attorneys who are not familiar with the unique challenges that veterinarians, dentists and other professionals face when purchasing a clinic may not fully protect your rights during and after the transaction.

How Does a Lawyer Help You When Purchasing a Professional Entity?

Entity Formation

The first, and arguably most important, decision when purchasing a practice is which business entity to run your company under.  How do you know whether you should be an S or C corporation, PLLC or sole proprietorship when buying your veterinary, dental or other professional practice?   A professional business entity can help provide protection of your personal assets.  Also, they help determine how the business will be financed, as well as, management and succession planning. 

 

Matt Devitt Law, PLC will discuss the strengths and weaknesses of each entity type and, along with the help of your accountant, help you choose the best overall business formation type.  We will also help file the proper documentation with the state and ensure that naming rights and other intellectual property are protected.

Supporting the Buyers Preliminary Practice Investigation

Prior to the creation of a purchase agreement, it is almost always a good idea to conduct an investigation of the business.  This is an important due diligence period with the goal of making sure that there is a mutual understanding of the business operations and profitability.  Some brokers or sellers may discourage you from involving a lawyer at this important stage of the transition.  There are typically seller or buyer friendly terms and they may want you to feel locked into what is in the letter of intent before you hire an experienced advisor. Matt will help with the negotiations at this crucial stage of discussions with the seller and ensure that your rights and liabilities are protected. 

Creating or Reviewing the Purchase Agreement

Once a thorough due diligence has occurred, and a letter of intent created, it is usually a good time to draft a purchase agreement (may also be advisable for an accountant to review).  The purchase agreement is the document that ultimately transfers ownership of the practice. Having an attorney negotiate on your behalf is a crucial part of a successful purchase. 

 

Generally the following provisions will require the most detail and negotiation:

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  • Review on non-real-estate assets, which ones will be included, assumed liabilities etc.

  • Agreement from seller not to engage in any similar business for a period of time.

  • Contemplate and discuss whether the real-estate will be sold or leased.

  • Determination of how financed.  Generally, this will be a seller financed sell, but there are other options.​

Lease or Purchase of Office Space

Determining whether the real-estate will be sold or leased is an important step in the purchase of practice.  Matt Devitt Law, has a broad knowledge of real-estate law and will work with you to help determine the best option.

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Commercial Lease:  The parties to a commercial lease are accorded broad latitude in defining their rights and obligations. Unlike residential leases, Michigan law imposes few limitations on drafting commercial leases. The lack of controls can lead to very one-sided leases drafted by sophisticated and experienced landlords with little recourse for the tenant after the signing of the agreement.  Commercial leases are also several pages long, very complex, and written in an archaic language.  For these reasons it is important to involve an experienced real-estate attorney early in the process.

 

In almost all cases, a commercial tenant should retain an experienced real-estate attorney prior to the creation of the letter of intent.  While most brokers and tenants focus on the base rent per square foot and tenant improve allowances, and consider the rest to be boiler plate, as often is the case the devil is in the details.  Matt Devitt Law, PLC will help negotiate common landlord friendly provisions to better allocate your risk as the tenant.  

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Purchase of Real-Estate:  The practice real-estate is generally purchased via a commercial land sale contract or through a typical mortgage.  Matt Devitt Law, has a broad knowledge of real-estate law and will assist throughout the entire process.

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​Buying a veterinary clinic, dental practice, or other professional entity is one of the most important decisions you can make in your career. The decisions a buyer has to make throughout the process are complex and unique to the profession. Using a business lawyer who focuses on professional entity purchases is the best way to ensure all your bases are covered.

Veterinarian buying a veterinary clinic or veterinary practice

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Proudly Serving Livonia and Surrounding Areas

Dentist purchasing a practice or dental clinic

Additional Services that We are Proud to Offer Veterinarians, Dentists and Other Professionals

Contract Review, Drafting and Negotiations (Business Operations): – Review all operating contracts (common list below) and advice you and offer suggestions to improve your position in the contract.  Whether you need a master service agreement for your clients, review of existing or proposed contracts that you are considering, negotiation of new contracts, modifications to existing contracts, we will make sure that your business relationship is properly documented and advances your business goals.

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  • Sales of Goods and Services

    • Terms and Conditions of Sale

    • Master Services Agreements

  • Distributor Agreements

  • Electronic Commerce

  • Equipment Lease

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Employment and Services:  The relationship between employer and employee is one of the most important in your business.  We will examine your employee classification, application and preliminary forms, separation agreement and other aspects of your relationship with your employees to ensure compliance with Federal and State Labor laws.

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  • Application and Other Preliminary Forms

    • Credit report authorization

    • Certification of acknowledgement

    • Drug testing consent

    • Offer letter

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  • Employment Agreements and Policies

    • Rules of employee conduct (employee handbook)

    • Workplace harassment policy

    • Computer network, electronic device and internet usage policy

    • Social media policy

    • Arbitration agreement

    • Confidential information and invention agreement

    • Confidentiality, noncompetition, and nonsolicitation agreements

    • Indemnification agreement

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  • Independent Contracts and Other Third-Party Agreements

    • Consulting agreement

    • Temporary help and client service agreement

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  • Releases and Other Separation Agreements

    • Separation agreement and general release

    • Settlement agreement and general release

    • Severance benefit agreement

    • Family and Medical Leave Act

    • Notice of eligibility

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Banking and Commercial Finance:  We will be your partner as you negotiate with your bank to address current or potential lending agreements.

 

  • Promissory notes

  • Guaranty to creditor

  • Security agreement

  • Consignments

  • Irrevocable letter of credit

  • Subordination agreement (priority between creditors of common debtor)

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Intellectual Property:  We advise and help you obtain the necessary protection for your intellectual property, whether it be trademarks or copyrights.  We do not provide patent services, but we will connect you with competent patent counsel we work with to protect your intellectual property.

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  • Trademarks, service mark application, and principal register

  • Copyrights

 

Pre-Litigation, Litigation Avoidance, and Dispute Management:

Litigation is almost always an inconvenience and disruption to small business operations.  Sometimes litigation simply cannot be avoided without abandoning your hard-won rights or just position.  However, we appreciate that most clients prefer to avoid litigation wherever possible and will partner throughout the entire process on strategies to avoid the escalation of the dispute.

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Business Succession Planning:  An ideal succession plan for a small business owner of a closely held business has two major components: an estate plan and a management succession plan. We will prepare, review, and update your plans as needed.

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Debt Collection Support:  Creditor rights enforcement can play a valuable role in collecting receivables and increasing the quality of accounts receivable.  We will help provide remedies when customers fail to honor contract commitments by using proven procedures and forms.

Chiropractor Purchasing a Practice
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