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At Saracens, our solicitors have extensive experience in acting on behalf of dentists who are seeking either to purchase or sell an existing practice. Whether the transaction is conducted between individuals or by way of a company takeover, our experience in the sector allows us to identify important issues at the outset.
Whether you are seller or a prospective purchaser, our team will advise you on the issues throughout the transaction, in particular:
• Business purchase agreement – the sale contract will usually be drafted by the seller’s solicitors and we will carry out a detailed review to ensure your interests are protected and the document reflects the terms agreed. If necessary, we will amend the agreement to deal with the appropriate regulations specifically affecting dentists. Where you are acquiring an ongoing business, the agreement will also need to deal with any apportionments for treatments that are yet to be carried out.
• PDS contract – when purchasing a practice which provides NHS services, the contract with the primary care trust (PCT) is usually the most important asset which a prospective buyer will want to transfer. The transfer of the PDS contract will therefore often be a critical aspect of the acquisition.
If you are selling your practice, Saracens can assist you in preparing / serving notices for the transfer of the PDS contract and we will advise you on any objections raised by the PCT.
• Employees of the practice – where you are seeking to purchase a dental practice as an ongoing business, it is important to note that the dentists working for the practice will not automatically be transferred. On the basis that you will be paying a price for the goodwill of the practice, we can advise you in respect of retaining the existing employees.
When acting for a seller, our employment team can advise you on the consultation process prior to completion of the transaction. It may be the case that the buyer wants to negotiate alternative terms with the existing dentists. If so, we can liaise with the buyer’s solicitors to ensure the transfer is conducted as smoothly as possible and without undue delay.
• Warranties and Indemnities – when acting for a buyer we would negotiate warranties and indemnities which protect the buyer in relation to services provided to patients during the seller’s period of ownership.
If you are a seller, we would also seek to negotiate covenants which are not overly restrictive in terms of the activities that can be carried on post completion.
• Property – we will work closely alongside our commercial property team who will advise you on the transfer of any property from which the practice operates. If the property is leasehold, it is likely that the formal consent of the landlord will be required before the transfer can take place. When acting for sellers we will liaise with the landlord’s solicitors in making the application for consent.
Whether you will be acquiring an existing lease or a new property, our team will carry out extensive due diligence and keep you advised at all times throughout the transaction.
If you are considering buying or selling a dental practice, please call us for further information on how we may assist you.