The Legal Framework of Practice Transitions: Contracts, Contingencies, and Closings

Practice transitions are not just financial events. They are legal events. Small mistakes in contracts, structure, or timing during a sale, purchase, merger, or partnership can quietly cost hundreds of thousands or even millions of dollars. From Letters of Intent and non competes to accounts receivable, tax allocations, and indemnification provisions, most dentists underestimate how much leverage and risk is built into the legal framework of a deal. Once documents are signed, flexibility disappears and early missteps compound.

In this session, Scott Leune is joined by Jonathan Eskow, ESQ and Eric Masson, ESQ of the Eskow Law Group for a focused discussion on how practice transitions are structured, negotiated, and closed. Drawing from extensive experience in both doctor to doctor and corporate transactions, they break down the legal mechanics that protect your equity and long term income.

What This Session Covers

• How the Letter of Intent quietly controls leverage and deal structure
• The right and wrong ways to handle accounts receivable and patient credit balances
• How non compete provisions are structured and what is considered reasonable
• Why tax allocations between goodwill and tangible assets significantly impact after tax proceeds
• How to structure reworks and responsibility for pre closing treatment
• What representations, warranties, and indemnification really mean and how they protect or expose you
• The contingencies that can protect or derail a transaction
• Real estate risks in seller owned and third party lease situations
• Transition strategy including goodwill transfer, staff coordination, and credentialing timing
• The most common mistakes dentists make during transitions, including indecisiveness and perfectionism