February 26th, 2015 |
Three Common Mistakes in Transferring Ownership of a Practice
Physicians and dentists spend their careers building top quality practices, but devote too little attention to the architecture and terms by which the practices will be transferred at their retirement, death or disability. In our experience there are three areas, which if neglected, will lead to problems at the crucial point when the ownership of this valuable asset changes hands.
Our clients are most concerned with the value of their practice. While some practitioners underestimate the value of their practice, many overestimate the amount which can be captured in the sale of the practice interest they own. A common mistake is to use a value that was read or heard about from a transaction elsewhere. That transaction price might have been determined by a purchaser who was limited in the amount they could pay, such as a hospital. The transaction might have occurred in a state with a higher managed care payer mix than your practice, or in a state with different non-compete laws regarding healthcare professionals. Practice valuations vary widely and for many reasons. Two practices in the same city and same specialty could have much different values. The terms of the transaction are another powerful force on sales prices and are rarely publicized. Even if you get the value accurately determined, there are still ways to create problems in the monetization of your practice value.
The documents relative to the transfer of a group practice ownership percentage should reflect the plan to sell at a future date, and the design of the manner by which the price will be determined. Even for valuable practice interests absent a clear design, the potential buyers may feel tricked by a plan to transfer your share of the practice if it is developed late in your career. The time for this understanding is when the younger doctors are brought in to ownership. Buy-sell agreements and cross purchase agreements serve to clarify expectations at the time of their drafting, but should be reviewed every few years for relevance to the current situation, and any needed changes made. The greater the price desired for a practice, the more the need for clear design, pricing and terms. With a good legal architecture and a fairly determined price, your practice liquidation is almost ready for your time to sell, except for one additional issue.
The Fine Print
The legal obligation to pay the fairly determined price is often accomplished by the purchase of life and/or disability insurance on the selling practitioner. That can become a problem if the policies are never obtained, or the premiums payments are halted. In this situation, the buyer has a responsibility to pay a price agreed but with no funds to pay it. I can assure you that no one will be pleased with the outcome of this situation. Compound this problem with the common mistake of letting the practice price be set by the amount of life insurance proceeds (which could be afforded when the transfer architecture was designed), and you have a purchaser obligated to pay too much and with nothing but after tax dollars from their future earnings. The CEO, chief emotional officer, at home will not respond well to this deal.
If you have a valuable practice, and you negotiate a fair price and terms for its sale, this can be a valuable way to exit your professional career and move to your next endeavor of success. It takes a little planning and periodic monitoring to gain top value.
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