In this article, I explain concept sheets for the purchase or sale of a medical practice. A terminology sheet is also called a Statement of Intent (LOI) and Statement of Intent (MOU). In addition, due to the nature of many small practices, it is not uncommon for personal property to be held by the physician. In many cases, even if the practice owns the asset, the doctor still considers it his own. For example, laptops and artworks are often “not for sale,” even though the practice paid off for them. Developing a list of what is sold can be a challenge. Often this is done as space by inventorying space. The second hardest thing to negotiate in a deal is the inserable (the first hardest?- contingencies; see below). Some sellers want a deposit, so that if the deal disintegrates, they keep the money to make up for their lost time and expenses. Deposits are the norm in real estate agreements, but less so for the purchase of a medical practice. You may also be interested in my contributions on negotiating doctor`s employment contracts, declarations of intent, selling your medical practice and paying doctors after the sale of a medical practice.
One of the first things to do is to ensure that everything agreed in the MOU will be included in the final agreement. Selling your medical practice is a big decision on your part. This is an important transaction that requires your careful attention and the participation of an experienced medical lawyer. (2) the financing of the seller, i.e. the buyer pays all or part of the purchase price with a debt note that the buyer gives to the seller; and/or compensation provisions must be negotiated. Many health systems want unlimited compensation, an eternal “first dollar.” Your lawyer will try to limit the survival of these benefits (i.e. how long you are on the bait), limit the amount of compensation (at least to ensure that the compensation obligation does not exceed the purchase price) and insert a major provision to prevent the “nickel and diming” of the health care system (e.g.B. if it has developed that a few dollars of inventory were not available at the close, you do not need to shorten for a check of a few dollars). Various trade-offs are possible in this regard, from limiting the total amount of the compensation obligation to developing “baskets” of various potential liabilities, so that und discoveryed tax debts, for example, do not require repayment beyond the value of the underlying assets. The buyer and seller may agree to adjust the purchase price at the close or shortly after closing to account for the numbers that change from day to day. You can, for example. B adjust the purchase price upwards or downwards to reflect working capital or receivables available at closing, as these figures vary between the time the parties accept the purchase price and the subsequent conclusion.
I`m recording the contingencies for the last one. An eventuality allows the buyer to cancel the agreement in the absence of a necessary event. For example, the buyer may wish for an eventuality to apply for a loan to finance the purchase or to obtain a new office purchase from the seller`s owner. Contingencies are the hardest thing to negotiate in an agreement. Like deposits, contingencies are the norm in real estate transactions, but less so for the purchase of a medical practice. Developing a list of current expenses that the health care system is willing to accept can be a challenge.