Question:

Hi Jennifer,

I’d like to sell my practice to my longtime associate but I think she’s being unreasonable on some of her requests.  What’s your best advice for an efficient deal?

Appreciate it. 

Dr. L

Answer: 

That’s a great question on a tough subject   Honestly, a much easier deal is one that’s arms length, with a market buyer.  When dealing with an associate, who may be entitled or a close relationship, often times may turn into a difficult proposition to get the transaction complete.  The parties may be too close, where the most efficient way for us to effectuate (and I’m sensitive with this recommendation as it seems self-serving) is to have legal counsel early so you can have a degree of separation in communications.  

Also critical - have clear delineated goals in what you seek to accomplish, which may include a proposed transition timeline, minimum price and transfer of authority on your terms.  Going in and trying to have a collaborative process will likely not be effective.  If you were not transferring majority control for the entirety of the practice in the singular transaction, be mindful that you may want to maintain control, which should be clearly delineated.  Control should not transfer until you’ve received consideration, and once you do cede control, be thoughtful about what role you will have on a go-forward basis.  You may also want to look at the market and get a fair market value assessment by a third-party, potentially, not your accountant.  Or, even solicit offers through a broker or otherwise so you know what real value you should be seeing from your associate.  Happy to discuss further.  Notably, while many deals have similarities, each individual deal has its own nuances.