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We have considerable experience in acting for clients who are seeking either to dispose of their existing private practice or to acquire a new business.  Our experience has shown us that there are several factors which, if dealt with from the outset, can ensure a stress free and smooth transaction. 

Undoubtedly the most important issue, whether you are buying or selling, is to agree the price which will include the goodwill, equipment, property and value of the stock probably on the day of completion.  However, other factors such as the use of Heads of Terms, will not only determine how the transaction progresses, but can also impact on the price itself.

Key Services and Issues

Sale and purchase agreements  We prepare sale and purchase agreements which are specifically tailored to the regulatory and operational regime within which a practice works.  A sale agreement for a general business would not contain all the safeguards sensibly required.

Restrictive Covenants  When acting for the Buyer we will negotiate appropriate restrictive covenants to protect the goodwill and draft warranties and indemnities in respect of the key aspects of the dental business. 

Warranties and Indemnities  Acting for the Seller we would seek to negotiate warranties and indemnities which are not unduly onerous on the Seller and seek to limit their liability as well as ensuring that the restrictive covenants do not unreasonably prevent the Seller from continuing to practice as a doctor elsewhere.

TUPE Obligations  We can advise the Seller/Buyer on the obligations under TUPE to consult with and inform the transferring employees about the proposed sale. 

Transfers  Usually, a key part of ensuring the transfer of the goodwill is to secure the transfer of the surgery premises simultaneously.  These may be freehold or leasehold and the consent of third parties may be required in order to achieve this.  In addition, there may be planning issues to consider (if for example planning consent has been made personal to the Seller).

Acquiring new premises  Alternatively, we can advise in connection with the acquisition of new surgery premises under the procedures required in order to achieve a successful outcome.

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