A key focus when handling your sale is the completion of the due diligence process. We have developed a process to help you supply the correct information and overcome some of the common obstacles which cause delay to a practice sale. We will work with you to ensure the process is started as early as possible. We will guide you through what the Buyer should reasonably expect and what is irrelevant. We will assist with the drafting of your replies so these are accurate and do not lead to claims post sale.
The Sale Agreement is the heart of any transaction; whether it be an asset sale or a share sale. Typically, the Buyer’s solicitor will prepare a first draft sale agreement. This usually emphasises and protects the Buyer’s position. We will ensure the Agreement correctly lists the assets that are being sold and those that are not, deals with the transfer of employees to the Buyer, contains appropriate and fair warranties and indemnities, correctly transfers any applicable NHS Contract and contains reasonable binding out provisions. Above all we will ensure you understand what you are being asked to sign.
Our commercial property specialist Adrian Tattersley has worked in the commercial property sector of legal services for over 25 years advising businesses both large and small, regional and national, companies and public sector bodies. Adrian’s core role with PFM Dental Legal is supporting founder Director, Stephen Knowles, with the commercial property aspects of dental practice sales. PFM Dental Legal always strive to speak, write and draft in plain English.
One of the principal causes of delay in a dental practice sale is failing to get the right CQC applications submitted at the right time. In particular, where the sale includes the transfer of an NHS Contract the requirements of the CQC and NHS England are complex and time consuming. We can help guide you through such complexities and, unlike a lot of other firms, our fixed fee includes this service. We will not only help you with selecting the right forms but we will also work with you to help you complete the forms.
As dental specialists, we have extensive experience in the correct methods of transferring NHS Contracts whether they are GDS or PDS Contracts. We will review your contract early in the transaction to see if NHS England’s consent is required to transfer the Contract. We will ensure the rights notices are served upon NHS England at the right time to avoid delay to the transaction.During the due diligence process we can assist with problems caused by issues such as under-performance of UDAs and breach notices.
Commonly a Buyer may want the Seller to stay on post completion to work as an associate and assist with the transfer of goodwill. A written associate agreement is an essential safe-guard for both principal and associate. A failure to put one in place leads to uncertainty and potential costly disputes. We can draft or review an agreement to ensure it is even handed and contains no hidden surprises.
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During the practice purchase Stephen and the team at PFM Legal were thorough, professional and always happy to answer questions. Their knowledge of dentistry and its quirks was invaluable in making the process run smoothly.