I provide my clients with strategically appropriate solutions to help guide them through all stages of the lifecycle including buying and selling dental practices and assisting with all related commercial contracts. I understand the complexities of an NHS contract and the Care Quality Commission (CQC) process. I frequently advise members of the dental profession on the following:
• Advising and negotiating on the sale and purchase of dental practices (share sales and asset sales). We have helped to negotiate consideration, deferred consideration, retentions, net asset target calculations in share sales, warranties, indemnities and limitations on liability.
• Advising and negotiating on joint ventures
• Advising on reorganisations – under a PDS (which attracts a higher units of dental activity (UDA), one cannot sell this and therefore must transfer the PDS into a GDS contract (by applying to the NHS) before a sale.
• Finance documents
• Liaising with banks, reviewing facility agreements and security documents
• Advising on freehold or leasehold properties
• Advising on assignments and sub-letting
• Dealing with ancillary matters including landlord’s consent or licence to assign
• NHS and Care Quality Commission (CQC) approvals and GDS Contracts
• Liaising with the CQC regarding the process and compliance
• Dealing with GDS contracts. In particular circumventing clause 12 of a GDS contract which prohibits an assignment of the benefit of the contract – via the subcontracting route. The existing dentist(s) holding the GDS contract enter into partnership with the incoming dentist(s)/buyer. Once completion has taken place, the existing dentist(s)/outgoing dentist(s)/seller(s) retire from the partnership. This all needs to be done having formally notified the NHS of the partnership and, in due course, the retirement of certain dentists from the partnership.
Advising, drafting and negotiating on all types of commercial contracts including:
• Associate Agreements – where a principal dentist is remaining, we help negotiate their terms which include their remuneration and any restrictive covenants that they must adhere to.
• Partnership Agreements and Expense Sharing arrangements
• Data protection/ GDPR
• Hygienist Agreements
• Contract Procurement including PQQ & ITT stages