What Are Some Of The Problems Associated With A Practice Sale?

There are all kinds of problems or issues that go hand in hand with the sale of a Practice; usually all of them can be solved.

Consider the following:

Taking "positions" in the negotiation of a practice sale could be detrimental to the outcome. Try focusing on mutual interests. The buyer and seller have a mutual interest in that they are both investors, when all is said and done.

Make sure you agree on some fair standards of negotiation, ahead of time. Try to separate the "people" from the "problem", i.e. try not to let personalities get in the way. Focus on the common interests of buyer and seller and use objective criteria during the negotiation process.

Of course, this is the ideal scenario and not easy when it comes to the selling of a practice that you’ve put your heart and soul into and it is equally difficult for the buyer who is about to invest a substantial amount of money into a practice. For this reason, the use of a practice broker is key towards a successful sales agreement. The practice broker frequently demonstrates a "hand-holding" approach. However, it is important to note that the practice broker’s job is to get the very best price for the party he of she represents and to negotiate a successful sales agreement.

Staff Issues

Some of the problems to consider in regards to staff that may arise after the sale of a practice are: What if a staff person is let go following a practice sale? Who is legally responsible for compensation? What if key staff leave? What if the key staff are members of the seller’s family?

Group Practice Issues

Group Practices can potentially pose some specific problems. For example, what can you do to prevent the slippage of patients you purchased as part of the goodwill of the practice, to the other partners? The answer is to have a separate telephone number for each "partner" in the group in order to maintain separate identities. This should preserve the goodwill value of everyone involved in the group. Another thing the buyer has to be aware of is any rights of 1st refusal in a business agreement between the "partners". The potential buyer is an a vulnerable position after having possibly invested money into investigative and due diligence fees, and then finding out that the purchase opportunity could be sold out from underneath him or her to a partner in the practice.

What happens when the seller stays on as an associate?

Other issues to consider revolve around "authority", i.e. who’s in control of the practice if the seller stays on as an associate? Where will the old staff’s loyalties be? What about the transfer of patients to the buyer when the seller stays on in the practice? Part of the answer to these issues could be best addressed if the seller takes a 3-6 month holiday, switches office hours and agrees to reduce services.

Restrictive Covenants

Another concern can be if Dr. A, the seller, has a restrictive covenant with Dr. B, the associate, that says that Dr. B. cannot leave the practice and compete with Dr. A. during a specified time period and within a certain distance to the practice. If Dr. A. sells the practice to an outside purchaser, will the restrictive covenant with Dr. B be transferable to the new purchaser? This should be food for thought.

Seller’s Aged Receivables

How is the collection of the seller’s accounts receivables handled? The seller can deal with this problem alone OR the buyer could purchase the A/R’s for a discount considering the buyer’s time and trouble to collect the seller’s A/R’s and the fact that as the A/R’s age, they are less likely to be collected.

Re-Treatment of Seller’s Work

Sometimes, after the sale of a practice, the buyer has to re-treat "work" that the seller has done. When this happens, the seller should be responsible for all of the expenses needed to repair failed workmanship. To protect the buyer, an agreement should be signed to this effect between the seller and the buyer.