Buyers love merit. With a profit, the buyer increases or reduces the purchase price depending on the performance of the practice after closing. This gives the buyer the certainty that he is not paying too much. Sellers hate wages because they endanger their purchase price based on the firm`s buyer`s behavior after closing – and if the buyer doesn`t know how to run a veterinary practice? If you become our client, you can trust us to provide you with the knowledge, skills and personal attention you deserve. Whether you`re creating a new veterinary practice or planning for a new future, we`re well prepared to help you cope with this transition. Please contact our office today to set up a consultation. Another important structural issue to consider is how the seller is paid. Will the payment be complete after completion? Will there be deferred payments, i.e. staggered payments? Will the seller be required to work in practice for a certain period of time after the sale? If it is a share sale, are final accounts required? Experienced lawyers and accountants should be able to guide the parties through these issues and hopefully reach an agreement that works for all. 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 veterinary practice.
In the case of an asset sale, the buyer becomes the primary asset of the business, including commercial premises, value, equipment, computer systems and datasets, employee and customer databases, major commercial contracts and “cherry picking” stocks. As a general rule, in the event of a sale of assets, the buyer does not assume legal responsibility for the operation of the practice before the closing of the sale. Such a risk persists in the seller of the practice. Before purchasing the veterinary practice, the buyer can obtain detailed information on the operation of the practice, its financial performance, the competition and the main assets of the company, as well as the extent of its commitments. Of course, even the best negotiators will not succeed if the other side does not agree well. Don`t rely solely on the purchase price on offer. Also taking into account culture and vision for combined practices after closure occurs. Although the sales contract usually has hundreds of important provisions, buyers and sellers often focus their negotiations on key areas.
In addition to the sales contract, there will be a disclosure letter. This reveals all the questions asked of the buyer, which are intended to qualify the guarantees (legal declarations in the practice agreement). The letter aims to limit the seller`s liability for the buyer`s claims, as if the buyer knew a problem before the purchase, it would not be fair to sue the seller for it. That`s why solid due diligence is so important to the buyer. Practical transitions are complex efforts that cover many aspects of the law. The best way to ensure a smooth transition is to work with Mahan Law`s experienced veterinary lawyers. We represent routine clients in the practice of sales and acquisitions and have a well-deserved reputation as committed lawyers and honest brokers.