Australasian Dentist Issue 89

Category AustrAlAsiAn Dentist 121 legal Just acquired a dental practice … now what? s ettlement of your practice acquisition has just occurred, and you have commercial acquisitions fatigue and new practice owner anxiety. You now agree that it is not ‘just like buying a house’ and you are standing in your new practice, keys in hand, ready for patients, but operationally, commercially and legally, what’s next? there are many immediate post- settlement requirements purchasers must action. Don’t consider these tasks to be arduous but take them on systematically. With the autonomy you now have, good management will make it easier for you, your staff and your patients. Your practice purchase agreement will outline the post-settlement requirements; however, on the actual settlement date, some may have been put into the too hard basket and flagged for both vendor and purchaser to action soon after settlement. Whilst working with an experienced team, like Whitehead legal, will ensure that immediate settlement date requirements are satisfied and the key milestone dates are met, there are always a few steps that purchasers can take to jump-start the process. We have a great ‘general to-do list’ that purchasers can action once settlement has occurred, and here is a glimpse: 1. Update ownership of your intellectual property Business names, trademarks, websites/ domains, google accounts, practice emails, website hosting and all social media must be transferred to you at settlement. there is large scale goodwill in your new practice iP, and your social media and online presence (Google reviews) need immediate control. You need to secure your practice goodwill attributable to the iP. this also applies to your practice managerial software details and password – update from the settlement date so that you have proper billing and patient tracking from settlement. 2. Registrations Your new practice radiation registrations need to align with your new practitioners and your premises. it is not as simple as By Julian Whitehead transferring these from the vendor to you – and we hope your vendor actually had registrations (or they would be breaching your state’s radiation legislation). 3. Accepting and managing patient payments HiCCAPs, tAP, eFtPOs, etc. You need these payment machines transferred from the vendor’s nominated bank accounts (so you do not have to chase the vendor for payments made to the vendor after settlement). some merchant processing can take days/weeks to transfer – Whitehead legal ensures that the vendor’s lawyer has alerted the vendor that the transfer must be actioned as soon as possible after signing the purchase agreement. 4. Reconciliation of adjustments On occasions, adjustments cannot be reconciled on the settlement day so, within say 7 days, you should be checking commercial outgoings, employee entitlements (annual, personal and long service leave), material business contracts paid in advance/arrears, pre-paid patient treatments, etc. with the vendor for final certification. 5. Practice records and original acquisition documentation Depending on the age of the practice, and when the practice had electronically converted its records, the records transfer may merely require access to the vendor’s computer. Your original acquisition documentation really should be in your records as a hard copy (along with an electronic copy) – also, don’t forget the original lease documentation and the original staff contracts and consulting dentist contracts. 6. Securing your interests Depending on your acquisition structure, and whether you purchased the practice with another dentist, you should consider engaging Whitehead legal to prepare practice related ongoing agreements (partnership/associateship/shareholders’/ unitholders’ agreements etc) for multiple owner dental practices to formalise practice strategies (operational and professional), all containing appropriate pre-emptive rights, enforceable practice restraints, administrative/staff control, termination (from retirement, incapacitation etc). it is imperative that the ongoing agreement adapts correctly to you as dentists, as practice owners and to your practice structure. 7. Securing your consulting dentists Many dental practices still engage consulting dentists via hand-shake arrangements.We have previously reported on the inadequacy of these arrangements. You may again need to engage Whitehead legal to prepare consulting dentist agreements (employee, contractor or service provider) for the practice’s dentists and hygienists to ensure your practice has security against practice restraint breaches, protection of confidential information (and brand intellectual property) and ensuring remuneration and termination is documented appropriately. You will also need employment agreements for your non-professional staff. in Whitehead legal’s experience having a settlement day one check list is a starting point that will, of course, lessen your ownership anxiety. this should free up more time for getting to know your new patients and staff and for you to assume a leadership role in this turbulent age of the coronavirus. the sooner the above (and the remaining items in our list) are actioned and completed, the better position you, your practice and your future practice profitability will be. u Julian Whitehead is a partner at Whitehead Legal and he exclusively advises health care professionals in their commercial matters throughout Australia. Julian can be contacted on 0411 406 151 or via email julian@whiteheadlegal.com.au or visit www.whiteheadlegal.com.au . Don’t forget to listen to The Health Lawyer Podcast with Julian Whitehead. Julian Whitehead