Dental professionals wear two hats—one of dedicated healthcare provider, and the other as entrepreneur and business owner. As a practicing dentist, the primary responsibility is the health, overall care and satisfaction of patients. As a business owner, the need to succeed and flourish while protecting business assets from malpractice lawsuits, business disputes and employee claims is paramount.
GSRM provides an integrated approach to the dental profession, and our attorneys have served as counsel to the Tennessee Dental Association for more than half a century. Our lawyers represent dental professionals of all kinds, including orthodontists, endodontists, oral and maxillofacial surgeons, periodontists, pediatric dentists (pedodontists), as well as prosthodontists. The firm advises dentists both individually and as business partners throughout Tennessee in all types of legal matters, including:
- Dental practice purchase agreements
- Start-ups and entity formation
- Entity agreements
- Associate buy-ins
- Real estate acquisition, sales and leases
- Owner disputes
- Employee disputes
- Estate and business succession planning
GSRM has assisted hundreds of dentists in the creation, management, defense and transition of their dental practice. Dental practices that thrive are supported by considerate planning, thoughtful negotiation and sound management strategies. The experience of the legal counsel retained makes a significant impact on the direction taken or result achieved in any given situation.
Whether our dental client is starting a new practice, expanding the existing practice, resolving conflict or transitioning into retirement, GSRM provides efficient and practical solutions at every juncture. The firm stands ready to address legal concerns, operate as a member of the dental management team, as well as to devise comprehensive legal strategies that support both health and commercial related objectives.
GSRM works closely with dentists to structure, plan and implement a business model that provides asset protection and operational efficiencies. It is essential to have a written, enforceable contract pertaining to the acquisition or sale of a dental practice. In the dental industry, there is no standard business form purchase agreement or one-size-fits-all contract. The development and implementation of the full range of dental practice agreements is a strength of GSRM attorneys.
The dental industry is a unique and complicated profession. A dental practice will need to obtain a variety of permits, licenses and registrations. Additionally, financing a dental practice will require contracts with banks, suppliers and vendors. GSRM attorneys are involved in every aspect of dental practice formation and organization, contract evaluation, negotiation and documentation.
GSRM combines solid judgment and legal ingenuity to resolve conflict. GSRM attorneys are experienced litigators, and our Dental practice attorneys are skilled at representing dentist’s interests in dispute resolution arising from a variety of claims. The firm has resolved the host of conflicts that can and do arise in the ongoing management of a dental practice, a sampling of which includes claims pertaining to landlord/tenant disputes, real property and equipment leases, joint ventures, employment matters, dental malpractice, among many others.
Dental Practice Purchase Agreements
Whether our client is acquiring or selling a dental practice, a well-drafted purchase agreement will help to protect all parties involved by clearly identifying the rights and responsibilities of each party. Dentistry is a sophisticated profession, and a carefully drafted purchase agreement that takes into account the informed wishes of the parties with respect to unforeseen events—as well as underlying healthcare law—provides an essential basis for a successful purchase or sale of a practice.
Start-ups and Corporate Formation
GSRM assists individual dentists and dentist groups to determine which business entity structure best suits their needs (sole proprietorship, general partnership, professional limited liability company, professional corporation, etc.). By identifying which entity type will provide the most advantageous tax and liability protection structure, clients are assured the best possible foundation for their practice.
Entity Agreements for Dentists
Communication is a basic foundation of every successful dental practice. A considerate and enforceable entity agreement promotes a clear understanding between the owners and sets forth a roadmap for resolving internal conflict. An entity agreement that defines owner responsibilities and clearly delineates authority should provide further operational efficiencies. A few critical issues an entity agreement might address include:
- Profit sharing
- Voting and management rights
- Admittance of new owners
- Disability or death
- Competing business interests
- Buyout rights
An entity agreement may need to evolve with the dental practice. While entity agreements are not designed for frequent change, a GSRM attorney should periodically review entity plans to make sure the documentation continues accurately to reflect the desires of the owner(s). In addition, certain major events, such as the admittance of a new owner, disability, death or the contemplated sale of the dental practice, many times call for changes and require prompt attention.
Owners and their associates have divergent interests with respect to the valuation of a dental practice and the future benefits to be received from a practice for purposes of an associate buy-in. GSRM attorneys address these challenges and work to structure and negotiate an associate buy-in agreement that aligns, as much as possible, the collective interests and objectives of all. It is important to address potential concerns to avoid future conflict. GSRM attorneys assist clients to ease into the transition of an associate buy-in with industry standard documentation that accounts for details, such as tax responsibility and ownership rights.
Real Estate Acquisition, Sales and Leases
Whether dental office space is leased or owned, the cost thereof constitutes a sizable financial commitment. As a result, most dental professionals tend to concentrate negotiation on price. However, because the cost to relocate a practice is so high, GSRM attorneys assist in identifying other risk factors specific to the healthcare profession.
When acquiring a commercial property, our attorneys negotiate all terms of the purchase contract and help ensure the transaction goes smoothly. A carefully negotiated real estate purchase agreement or lease will help safeguard the new investment and protect the interests of our client’s practice.
Controversy is an unfortunate yet realistic part of any entity. In the event that owners become involved in a dispute, effective dispute resolution seeks to encourage cooperation and joint decision making in order to break a deadlock in a manner that advances all owners’ mutual interests. If a resolution involves an important management decision, such as the division of partnership assets, a carefully negotiated settlement will help ensure that our client’s goals are protected.
Growth is an indicator of success—and growth creates the need to hire additional employees, such as hygienists and administrative staff. Well-drafted employee handbooks and policy manuals help protect a dental practice by setting forth clear guidelines for employees, as well as setting forth the legal obligations of the employer.
Because every practice is different, employee handbooks and policy manuals should be tailored to the specific practice. If a dentist or dental practice is involved in an employment dispute, sound legal advice is critical to navigating the barrage of federal and state laws pertaining to issues such as wrongful termination, discrimination, compensation, non-competition and confidentiality, among many others.
Estate and Business Succession Planning
Effective estate and business succession planning ultimately rests on the result a plan will have on intended beneficiaries. A plan that puts the client’s individual or business affairs in order offers the confidence needed to assure that beneficiaries are taken care of in the event of disability, incapacitation or death.
Estate plans can range from the simple, such as leaving everything to a spouse—to far more complex arrangements, such as using tax savings trusts and gifting methods to protect and preserve wealth. Implementing an effective estate plan ensures that the specific objectives of the individual are ultimately realized.