# Finn Legal — Dental Business Attorney | St. Louis, MO > Finn Legal is a dental business law firm based in St. Louis, Missouri, founded by attorney Allan Finnegan. The firm provides legal counsel exclusively to dentists at every stage of their careers — from reviewing first employment contracts and associate agreements to navigating DSO partnerships, practice acquisitions, mergers, entity formation, and retirement transitions. Allan Finnegan holds a JD and brings specialized knowledge of the dental industry's unique legal and business landscape. Finn Legal serves dentists in Missouri and nationally for dental-specific legal matters. Contact: (314) 856-8824 | 105 Concord Plaza Shopping Center, Suite 208, St. Louis, MO 63128. > The pages listed below represent Finn Legal's primary legal services and resources for dentists. Each page addresses a specific legal need dentists encounter when building, running, buying, or selling a dental practice. All content is written for dentists — not general business owners — and reflects the specific contracts, structures, and regulatory environment of dental practice ownership. ## Pages - [Team](http://finnlawteam.com/team/): The people behind Finn Legal - [Blog](http://finnlawteam.com/blog/) - [About](http://finnlawteam.com/about/): Discover Allan Finnegan, a trusted dental attorney St. Louis, dedicated to protecting your rights in dental law and providing expert legal guidance. - [Why Dentists](http://finnlawteam.com/why-dentists/): Discover essential reasons for your practice to ensure compliance and legal protection. Learn why hire a dental industry lawyer. - [Contact](http://finnlawteam.com/contact/): Reach out to Finn Legal for professional assistance with your legal needs. We're here to help you navigate complex legal matters. - [Home](https://finnlawteam.com/): Get expert legal support for dental practices in St. Louis with Finn Legal, your trusted dental practice lawyer St. Louis. Protect your business today. - [Privacy Policy](http://finnlawteam.com/privacy-policy/): Last updated: February 25, 2026 This Privacy Policy governs the manner in which Finn Legal collects, uses, maintains and discloses... ## Posts - [Dental Employment Contract Review: Is an Expired Employment Agreement Still Enforceable?](http://finnlawteam.com/dental-employment-contract-review-expired-agreement/): Learn how a dental employment contract review can determine whether an expired employment agreement and non-compete remain enforceable. - [Selling a Dental Practice: Do Dental Practice Brokers Replace Dental Transaction Lawyers?](http://finnlawteam.com/selling-a-dental-practice-lawyers-and-brokers/): Learn the difference between dental practice brokers and dental transition lawyers, and why you may need both when selling a dental practice - [Buying a Deceased Dentist's Practice: Dental Practice Acquisition Attorney Shares Key Advice](http://finnlawteam.com/buying-a-deceased-dentist-practice/): Learn the legal and probate complexities of buying a deceased dentist's practice and how a dental practice acquisition attorney can guide the transaction. - [Gifting a Dental Practice: How to Transfer Ownership Without Unnecessary Tax Consequences](http://finnlawteam.com/gifting-a-dental-practice-to-a-family-member/): Understand the legal requirements of gifting a dental practice and how a dental practice transition lawyer structures the transfer. - [Dentist Contract Lawyer Explains Indemnification Clauses in Dental Practice Sales](http://finnlawteam.com/dentist-contract-lawyer-explains-indemnification/): Dentist contract lawyer explains indemnification clauses in dental practice sales and how indemnification provisions can make or break a transaction. - [Dental Practice Acquisition Guide: Handling Unfinished Dentistry and Redo Work After Closing](http://finnlawteam.com/dental-practice-acquisition-unfinished-treatment/): Planning a dental practice acquisition? Learn how to handle unfinished treatment and redo work post-closing to protect patients and reduce liability. - [Dental Practice Acquisition Attorney Explains How Accounts Receivable Are Handled in a Dental Practice Sale](http://finnlawteam.com/dental-practice-acquisition-attorney-accounts-receivable/): Learn how a dental practice acquisition attorney handles accounts receivable in dental practice transactions, including negotiation structures, real examples, and compliance considerations for buyers and sellers. - [Dental Hygienist Employment Agreement: Why Your Practice Needs One](http://finnlawteam.com/dental-hygienist-employment-agreement/): Learn how a dental hygienist employment agreement protects sign-on bonuses, reduces legal risks, and safeguards dental business operations. - [Why You Need Bring Down Certificates in Dental Practice Sales](http://finnlawteam.com/bring-down-certificates-in-dental-practice-sales/): Learn why bring down certificates in dental practice sales are critical for buyers and sellers and how they protect dental acquisitions. - [Dental Practice Lawyer Guide to Employee Representations in Practice Sales](http://finnlawteam.com/dental-practice-lawyer-employee-representations/): Dental practice lawyer guide to employee representations in practice sales. Learn key risks, compliance issues, and how to protect your transaction. - [Dental Service Organization Attorney Explains DSO Partnership Taxation](http://finnlawteam.com/dental-service-organization-attorney-dso-partnership/): Dental Service Organization attorney explains why DSOs are taxed as partnerships, including key benefits, legal structure, and compliance insights. - [Dental Practice Transition Lawyer Guide: Handling Pre-Paid Procedures When Selling a Dental Practice](http://finnlawteam.com/dental-practice-transition-lawyer-prepaid-procedures/): A dental practice transition lawyer explains how pre-paid procedures are handled during a dental practice transition and practice sale. - [Dental Practice Sale Associate Agreements: W-2 vs. 1099 Positions](http://finnlawteam.com/dental-practice-sale-associate-agreements/): Dental practice sale associate agreements explained: W-2 vs 1099 transitions, misclassification risks, and best practices for a safe transition. - [Dental Practice Transition: Why "Good Standing" Matters](http://finnlawteam.com/good-standing-in-dental-practice-transition/): Learn more "Good Standing" in dental practice transition, and why legal compliance is vital for valuation, due diligence, and avoiding delays. - [Dental Practice Payoff Letters: Why They Matter and How They Can Delay Closing](http://finnlawteam.com/dental-practice-payoff-letters-why-they-matter-and-how-they-can-delay-closing/): Payoff letters are essential in a dental practice sale. Learn what they are, why they matter, and how to avoid... - [What Contracts Are Assumed in a Dental Practice Asset Purchase Agreement?](http://finnlawteam.com/what-contracts-are-assumed-in-a-dental-practice-asset-purchase-agreement/): Learn which contracts a dentist typically assumes when buying a dental practice. Finn Legal helps dentists navigate asset purchase agreements... - [Understanding the “No Adverse Events” Clause in Dental Practice Purchase Agreements](http://finnlawteam.com/understanding-the-no-adverse-events-clause-in-dental-practice-purchase-agreements/): Learn why the “No Adverse Events” clause is a key closing condition in dental asset purchase agreements. Protect your investment... ## Practice Support - [Succession Planning](http://finnlawteam.com/practice-support/succession-planning-for-dentists/): Plan for the future of your practice and everything connected to it - [Apex DC](http://finnlawteam.com/practice-support/dental-counsel-as-a-service-dcaas/): Provides steady, proactive legal guidance tailored to your dental practice. - [Dental Legal E-Books](http://finnlawteam.com/practice-support/legal-e-book-for-dentists/): Practical, dentist-focused guides to the legal foundations of practice ownership and compliance. - [Dental Financing](http://finnlawteam.com/practice-support/dental-financing-valuation-bookkeeping-services/): Dental-specific financial services that support smarter business decisions ## Services - [Employment Agreements](http://finnlawteam.com/dental-business-law/dental-employment-contract-review/): Safeguard your dentistry career with our expert insights. Get a thorough dental employment contract review to understand your rights and ensure success. - [Practice Transitions](http://finnlawteam.com/dental-business-law/dental-practice-transition-lawyer/): Sell or transfer your dental practice confidently with our expert dental practice transition lawyer for a smooth transition today. - [DSOs](http://finnlawteam.com/dental-business-law/dental-service-organization-attorney-expert-finn-legal/): Navigate complex DSO ownership structures with clarity and expertise from our dedicated dental service organization attorney. - [Contracts](http://finnlawteam.com/dental-business-law/dentist-contract-review-lawyer/): Ensure your dental contract is fair. Consult a dentist contract review lawyer for a thorough review before signing to protect your interests. - [Mergers & Acquisitions](http://finnlawteam.com/dental-business-law/expert-support-dental-mergers-and-acquisitions-lawyer/): Get expert legal support from a dental mergers and acquisitions lawyer to navigate the complexities of combining dental practices efficiently. - [Entity Formation](http://finnlawteam.com/dental-business-law/dental-entity-formation-attorney-st-louis/): Start strong with a solid legal structure. Consult a dental entity formation attorney St. Louis for expert guidance today. # # Detailed Content ## Pages - Published: 2026-07-02 - Modified: 2026-07-02 - URL: http://finnlawteam.com/team/ The people behind Finn Legal - Published: 2025-05-19 - Modified: 2026-03-12 - URL: http://finnlawteam.com/privacy-policy/ Last updated: February 25, 2026 This Privacy Policy governs the manner in which Finn Legal collects, uses, maintains and discloses information collected from users (each, a “User”) of the www. finnlegal. com website (“Site”). This privacy policy applies to the Site and all products and services offered by Finn Legal. Personal Identification Information We may collect personal identification information from Users in a variety of ways, including, but not limited to, when Users visit our site, register on the site, subscribe to the newsletter, fill out a form, and in connection with other activities, services, features or resources we make available on our Site. Users may be asked for, as appropriate, name, email address, mailing address, phone number. Users may, however, visit our Site anonymously. We will collect personal identification information from Users only if they voluntarily submit such information to us. Users can always refuse to supply personally identification information, except that it may prevent them from engaging in certain Site related activities. Non-Personal Identification Information We may collect non-personal identification information about Users whenever they interact with our Site. Non-personal identification information may include the browser name, the type of computer and technical information about Users means of connection to our Site, such as the operating system and the Internet service providers utilized and other similar information Web Browser Cookies Our Site may use “cookies” to enhance User experience. User’s web browser places cookies on their hard drive for record-keeping purposes and sometimes to track information about them. User may choose to set their web browser to refuse cookies, or to alert you when cookies are being sent. If they do so, note that some parts of the Site may not function properly. How We Use Collected Information Finn Legal may collect and use Users personal information for the following purposes: To Improve Customer Service: Information you provide helps us respond to your customer service requests and support needs more efficiently. To Personalize User Experience: We may use information in the aggregate to understand how our Users as a group use the services and resources provided on our Site. To Improve Our Site: We may use feedback you provide to improve our products and services. To Send Periodic Emails: We may use the email address to respond to your inquiries, questions, and/or other requests. 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Our Site is in compliance with PCI vulnerability standards in order to create as secure of... ## Posts > Learn how a dental employment contract review can determine whether an expired employment agreement and non-compete remain enforceable. - Published: 2026-07-28 - Modified: 2026-07-22 - URL: http://finnlawteam.com/dental-employment-contract-review-expired-agreement/ If you are planning to leave your current employer or fire a dental associate, a thorough dental employment contract review of the current engagements is one of the first steps you should take. As you are about to see, a common situation in which dentists and associates continue working after their fixed-term contracts have expired creates severe legal uncertainties that can lead to significant issues if a dispute arises. Why an Expired Employment Agreement May Still Be Enforceable Non-lawyers usually think that the expiration of a written employment agreement (or any other contract) means the agreed-upon terms automatically disappear. However, with employment agreements, that is not entirely the case. The rule is that if both parties continue to perform under the same conditions, a court may, and most likely would, determine that an implied contract exists solely based on the parties' conduct. This principle is well recognized across jurisdictions, but it does differ in nuances from state to state. The courts will examine the true intention of both parties and see whether they intended to continue the employment relationship under substantially the same terms, even though the written contract had expired. In dental offices, that usually means the dentist/associate continues working under the same conditions, maintaining the same duties, benefits, and receiving the same compensation. It often means they will continue serving their regular patients and accepting new ones as usual. Finn Legal Arizona Scenario: Can an Expired Contract Keep a Dentist's Non-Compete Alive? We recently had a client in Arizona whose employment agreement had technically expired several years earlier. However, both the employer and the employee continued operating exactly as they had under the fixed-term agreement, and neither party addressed the expiration. Our client, working as an associate dentist, believed she could leave the practice without violating the non-compete clauses, as the contract had long since expired and the post-employment restrictions had run their course. But the situation is not that simple. In many states, the courts have held that if both parties continue performing under the expired agreement, they have, in effect, continued the contractual relationship. In our Arizona case, certain provisions, including restrictive covenants like non-compete clauses, were still enforceable. But whether or not the clauses are enforceable in your case will depend on the state law, the language of the agreement, and the actual circumstances. For this reason, it's exceptionally important to conduct a thorough review of the dental employment contract before assuming any legal position, as a wrong move may lead to lengthy and costly disputes. Why a Dental Employment Contract Review Is Essential Before Taking Action While most clauses may look similar, every employment contract is unique because it addresses a different situation. What makes things even more complicated is that every state law has its own rules. That's why a thorough dental employment contract review is paramount, whether you are looking to leave your current employer, or you want to hire a new associate, or you are in a situation where restrictive covenants... > Learn the difference between dental practice brokers and dental transition lawyers, and why you may need both when selling a dental practice - Published: 2026-07-22 - Modified: 2026-07-22 - URL: http://finnlawteam.com/selling-a-dental-practice-lawyers-and-brokers/ When selling a dental practice, dentists often face a dilemma about whether they need dental practice brokers, dental transition lawyers, or both. As you will see in this article, both brokers and lawyers have their place in a dental practice transition, and understanding the differences between their roles will help you make a sound decision and avoid unnecessary risk. What Does a Dental Practice Broker Do? The central role of a dental practice broker in a sale is to facilitate the transaction and help dentists prepare, market, and sell their practice. But unlike general business brokers, dental-specific brokers have expertise in dental practice valuation, are familiar with industry trends, and understand key questions specific to dental businesses, such as patient retention. Because of their expertise, dental brokers can screen and identify qualified buyers, negotiate favorable financial terms, and ensure the entire process remains confidential. While there are plenty of benefits of hiring a dental broker, working exclusively with them has significant limitations: Brokers do facilitate negotiations and can help structure the deal, but they are not qualified to provide legal advice or draft agreements. Depending on state law, dental brokers may be unauthorized to represent the sellers, making legal representation by a qualified dental practice attorney essential during the sale process. Brokers may engage in dual representation, meaning they try to facilitate the transaction for both the seller and the buyer. This is often an ethical issue, as it is unclear whose interest the broker is protecting. Why You Still Need a Dental Practice Lawyer When Selling a Dental Practice While brokers often do have broad connections and specialized knowledge that can help you find a suitable buyer quickly, you still need a dental practice lawyer to protect your legal interests throughout the transaction. Simply put, the broker's main responsibility is to find a qualified buyer and facilitate the sale, while the attorney's job is to protect your legal interests by ensuring full legal compliance, performing legal due diligence, and ensuring the documentation accurately reflects the transaction and protects your rights. An experienced dental transaction lawyer will carefully review and negotiate purchase agreements, as well as supplementary documentation such as letters of intent, lease agreements, employment agreements, and closing documents. Additionally, dental practices have nuances, such as prepaid procedures, unfinished dentistry, and redo work, all of which need to be carefully addressed in the contracts. Plus, a good lawyer for dentists will ensure your dental business is in good standing when you sell it, which may positively impact the selling price and help avoid future disputes. Furthermore, if the transaction involves a corporate buyer or a Dental Service Organization (DSO), working with a dental practice acquisition attorney becomes even more important due to additional complexities, such as DSO partnership taxation. Do Brokers Replace Dental Practice Lawyers? At Finn Legal, this is one of the most common questions we receive from dentists who are interested in selling their practices, and the short answer is: No, brokers do not replace dental practice... > Learn the legal and probate complexities of buying a deceased dentist's practice and how a dental practice acquisition attorney can guide the transaction. - Published: 2026-07-14 - Modified: 2026-07-06 - URL: http://finnlawteam.com/buying-a-deceased-dentist-practice/ Purchasing an existing dental practice with an established patient base and good reputation is a great way to build or scale your current business. But buying a deceased dentist's practice presents unique legal, financial, and operational challenges that go far beyond a standard acquisition. As you are about to see, negotiating the purchase is just one part of the complex transaction. There are probate proceedings, estate administration, and the disposition of a dental practice, all of which must occur before the transaction is officially completed and ownership is transferred. Why Buying a Deceased Dentist's Practice Is More Complex Than a Typical Acquisition In regular sales practices, the owner negotiates directly with the buyer, making the transaction much more straightforward. But when buying a deceased dentist's practice, it is usually part of the dentist's estate, complicating the deal. Before the deal can take place, the buyer needs to contact the personal representative of the deceased dentist, executor of the estate, or administrator - in other words, a person who has the legal authority to sell the practice. Further, probate proceedings will affect the timeline, further complicating the matter. Also, the disposition of a dental practice involves more than simple equipment and patient file transfer. We are talking about a dental practice and all of its intricacies - buyers should review employment agreements, vendor contracts, accounts receivable, and everything else to ensure everything necessary is included in the deal. Those are just some of the reasons why working with a knowledgeable dental practice acquisition attorney can help identify potential issues as early as possible and successfully coordinate with the estate representatives, reducing delays. Case Study: Helping a Dentist Purchase a Recently Deceased Dentist's Practice Our firm recently had a dentist client who wanted to purchase a dental practice in Illinois from a colleague who had recently died. The transaction required not only balancing the legal and financial complexities of acquiring a deceased dentist's practice, but also navigating the emotional relationships within the seller's family. We needed to balance that with our client's wish to move as quickly as possible to preserve patient relationships, maintain continuity and active dental associates contracts, and protect the goodwill built over many years. The process involved working through probate-related issues involving estate administrators, heirs, and the legal disposition of a dental practice, all in line with the Illinois 755 ILCS 5/Probate Act of 1975. We managed to close the deal in a timely manner, respecting the seller's situation. The experience showcases how buying a deceased dentist's practice is far from a standard purchase agreement. An experienced dental practice acquisition attorney can help navigate probate issues and clear legal obstacles, reducing the time needed to close the deal successfully. Bottom line From probate proceedings and dealing with estate administrators to the disposition of a dental practice, purchasing a deceased dentist's practice involves unique legal challenges that require careful planning. Whether you're buying your first practice or looking to grow your business, getting expert legal guidance is essential, as... > Understand the legal requirements of gifting a dental practice and how a dental practice transition lawyer structures the transfer. - Published: 2026-07-07 - Modified: 2026-07-06 - URL: http://finnlawteam.com/gifting-a-dental-practice-to-a-family-member/ When done right, gifting a dental practice to a family member can be an integral part of your succession planning strategy. But if not managed correctly, it can lead to several legal, financial, and tax issues, which we will discuss. Tax Consequences of Gifting a Dental Practice to a Family Member Tax consequences of gifting a dental practice depend on several factors, such as the practice's value, ownership structure, and the manner in which the transfer is completed. A poorly constructed transfer may lead to unnecessary tax obligations for the current or the new owner. The central part of optimizing the right dental practice gift tax strategy is whether the best approach will be a complete gift, a partial transfer, or another alternative ownership agreement - all of which will be different case to case. In some cases, federal gift tax rules may apply, depending on the value and available tax exemptions. The Internal Revenue Code Section 2501 provides information on tax liability, but it's best to consult an experienced dental transition attorney before making any decision. Helping a Kansas Dentist Transfer a Dental Practice Without Unnecessary Tax Consequences Recently, our firm helped a Kansas dentist acquire a dental practice from one of his parents. We developed a custom ownership transfer strategy to complete the transition without unnecessary tax consequences for either the parent or the new owner. The strategy allowed the family to evaluate the best structure for the transaction and address important legal considerations before completing the transfer, avoiding unpleasant IRS surprises. We started by analyzing the ownership structure, then reviewed the best transfer options, and created a plan that aligned with the family's financial and business goals. Not only were the dentist, parent, and child able to complete the transition, but they also realized additional tax benefits. From this example, you can see how a dental practice acquisition attorney can help. Why seeking expert help before making any deal matters: not only did the family avoid unnecessary taxes, but they also realized an additional tax benefit. Protect Your Dental Practice Gift With Proper Legal Planning Gifting a dental practice is a major financial and legal decision that goes far beyond a simple ownership transfer. That's why consulting a business attorney for the dental practice can help address tax-planning concerns early, protecting both parties and facilitating a successful transition to the next generation of ownership. Contact Finn Legal today to schedule a personalized consultation and discover how our team can help structure your dental practice transition while safeguarding your business, financial interests, and future success. > Dentist contract lawyer explains indemnification clauses in dental practice sales and how indemnification provisions can make or break a transaction. - Published: 2026-06-30 - Modified: 2026-06-21 - URL: http://finnlawteam.com/dentist-contract-lawyer-explains-indemnification/ While valuations, financing, and transition planning are the focus of most dental business sales, any dentist contract lawyer will say that one of the most heavily negotiated provisions often is the indemnification clause. As you will see from this article, a properly drafted indemnification provision protects both parties from unexpected liabilities post-closing. On the other hand, a poorly negotiated clause can derail a transaction. What Is an Indemnification Clause in a Dental Practice Sale? An indemnification clause is a contractual provision requiring one party to compensate the other for damages, claims, losses, or liabilities. In dental practice sales, you can find indemnification clauses as a key part of the Asset Purchase Agreement (APA). The key role of indemnification clauses is to allocate risk between the parties and minimize information asymmetry. For example, if a buyer discovers an undisclosed liability after closing (such as debt, open patient claims, or court cases), an indemnification clause may require the seller to reimburse the buyer for any damages. But they can work the other way, too, allowing sellers to ask buyers for reimbursement for the buyer's conduct after the transaction closes. Indemnification provisions are often paired with representation clauses and warranties, all of which ensure the parties remain responsible for issues within their control. All of these clauses fall under the general principles of contract law. They are covered by many sources, such as Restatement (Second) of Contracts § 344 and certain provisions of the Uniform Commercial Code, making them common legal practice and highly enforceable. Common Indemnification Disputes in Dental Practice Transactions Most indemnification requests concern issues that existed before closing but were discovered afterward. These often include insurance billing disputes, reimbursement claims, tax obligations, compliance concerns, and employee-related matters (which is why choosing the right type of contract for associates is super important). While buyers usually want broad indemnification clauses to protect them from various scenarios, sellers want limitations on scope, amount, and the duration of their obligations after the deal closes. That's why working with an experienced dentist contract lawyer during the negotiation phase is crucial, as vague or overly broad clauses may lead to disagreements. When Indemnification Language Becomes a Deal Breaker We recently represented a dentist in the sale of his New Mexico dental practice. While the practice was being prepared for and listed on the market, the client was also engaged in ongoing litigation involving a state insurance program.   The negotiations with the potential buyer were going great, but the indemnification clauses proved to be a bottleneck. Due to the open case with the insurance agency, the buyer wanted broad indemnification for any future insurance claims. Our client, the seller, was willing to indemnify the buyer for any liabilities arising from the current litigation; however, a blanket indemnification clause for any future issues was out of the question. Unfortunately, neither party was willing to compromise on or change the scope of the indemnification language; the negotiations were terminated, and the deal didn't go through. The situation demonstrates... > Planning a dental practice acquisition? Learn how to handle unfinished treatment and redo work post-closing to protect patients and reduce liability. - Published: 2026-06-23 - Modified: 2026-06-14 - URL: http://finnlawteam.com/dental-practice-acquisition-unfinished-treatment/ When a dental practice acquisition is completed, and the business has changed hands, one common question arises: What happens to unfinished dental treatments and potential redo work after closing the deal? In this post, we will answer exactly that, explaining the importance of addressing these questions in the purchase agreement itself. You will also see why experienced dental practice acquisition attorneys insist on clearly defining these terms, how this reduces the risk of disputes, and how it protects the business's reputation by ensuring a patient-first approach. Why Unfinished Dental Treatment Matters in a Dental Practice Acquisition A dental business will rarely stop during the acquisition process - many patients will be in the middle of their treatment, often with prepaid dental procedures. The nature of interventions such as crowns, implants, and especially orthodontics and restorative work requires multiple visits that can span weeks, often extending beyond the closing date. But this raises another important question: who is responsible for completing the unfinished dental treatment, and should there be any additional compensation? All of these terms should be integral to the contractual language. Buyers are smart to identify the ongoing cases during the diligence phase, and should determine with the seller how ongoing care will be handled after the sale goes through. Additionally, many state laws, such as the California Dental Practice Act, require dentists to maintain professional continuity of care and to keep diligent patient records. Case Study: Proactive Post-Closing Planning in California In a recent California dental practice sale, Finn Legal represented the seller and addressed a key issue during negotiations: how to handle patients with unfinished dental treatment at closing. We also proactively discussed responsibilities for any potential redo or corrective work on procedures performed before the transaction. By raising these issues early, we were able to draft clear, industry-standard provisions that allocate responsibility for treatment completion, post-closing availability, and treatment obligations. That way, both parties have clear expectations after closing, which significantly reduces the risk of disputes and supports continuity and the quality of patient care. How Dental Practice Buyers and Sellers Typically Allocate Responsibility Who will complete the treatments will not only affect the deal value but also impact patient satisfaction. Patients are rarely willing to change their dentist mid-treatment, unless necessary. While the exact arrangement will depend on the particular case, the parties usually agree that the seller will remain available for a limited but reasonable period after the sale closes to complete the initiated procedures. But there will be situations where the buyer will assume the responsibility for completing the treatments. That's why a well-drafted dental practice sales agreement will clearly identify all of the scenarios, including: What type of procedure qualifies as unfinished treatment? Whether the seller will return to complete the treatments. How production and collections will be allocated. The exact outline of responsibilities between the dental practice buyer and the dental practice seller. Given the importance of these clauses, it's always a good idea to work with a knowledgeable dental practice... > Learn how a dental practice acquisition attorney handles accounts receivable in dental practice transactions, including negotiation structures, real examples, and compliance considerations for buyers and sellers. - Published: 2026-06-16 - Modified: 2026-06-14 - URL: http://finnlawteam.com/dental-practice-acquisition-attorney-accounts-receivable/ In this post, we will explain how accounts receivable (A/R) are one of the most important deal terms affecting valuation and risk. You will see why working with an experienced dental practice acquisition attorney can be key to structuring financial terms and ensuring optimal cash flow throughout the transaction, benefiting both parties. Real Example: Nevada Dental Practice Transaction and A/R Negotiation Recently, we helped a dentist in Nevada purchase his first dental practice. As you may expect, one of the first issues we discussed during the early phase of the dental practice M&A lawyer discussions was how to handle accounts receivable. In this case, the seller preferred a discounted lump-sum purchase of A/R, while our client, the buyer, wanted to collect receivables post-closing and to share the proceeds over time. As experienced dental practice acquisition attorneys, we advised the client, resulting in an early agreement that avoided unnecessary delays and preserved momentum. The deal was structured around two key terms, satisfying both parties: Discounted purchase of A/R at closing Post-closing collection period with shared revenue Both arrangements are commonly used in dental practice sales, but it is always good to consult a legal expert to ensure you fully understand all the terms. Common Legal Structures for Accounts Receivable A dentist contract lawyer will typically advise to structure A/R in two main ways, depending on risk factors and the negotiation leverage: Buyer purchases A/R at a discounted value, as the price needs to reflect the collection uncertainty Buyer collects A/R for a defined period post-sale, and shares a percentage with the seller Now, it's usually either/or, and the choice is rarely between both options. Which option will work better depends not only on the practice's financial condition but also on the negotiation context, leverage, and dynamics. Of course, all deals need to meet the usual federal tax compliance and business registration requirements, as with the Nevada Secretary of State Business Services. But all of that will vary from case to case, as each state has its own rules, which is why it is important to work with an experienced dental practice transition lawyer. Finding an Ideal Legal Solution For Accounts Receivable In Dental Business Sales Accounts receivable is a critical component of dental practice transactions as it affects the deal structure and financial outcomes. Addressing it with appropriate clauses will address concerns for both parties, mitigating risk for the buyer and increasing the deal for the buyer. Whether you are acquiring your first practice or preparing for a sale, getting early legal guidance will reduce the risk and ensure the deal goes through without headaches. Contact Finn Legal now to schedule your consultation and protect your dental practice transaction from unnecessary administrative burden and financial risks. Meta description: Learn how a dental practice acquisition attorney handles accounts receivable in dental practice transactions, including negotiation structures, real examples, and compliance considerations for buyers and sellers. > Learn how a dental hygienist employment agreement protects sign-on bonuses, reduces legal risks, and safeguards dental business operations. - Published: 2026-06-09 - Modified: 2026-05-24 - URL: http://finnlawteam.com/dental-hygienist-employment-agreement/ Due to a highly competitive dental hygienist hiring market, dental practices are trying to stay relevant by offering higher wages and benefits to highly sought-after candidates. While there are different types of employment arrangements, a well-structured dental hygienist employment agreement is often the best option, as it mitigates risks around compensation, performance, and employee retention. In this article, we will explain why a strong dental hygienist contract not only helps define the working relationship from the get-go, but also protects the dental practice from financial exposure. As you will see in our real-life example, a properly drafted employment agreement can save money, even if the hygienist decides to leave, thereby minimizing the financial damage the business must incur. How Employment Agreements Protect Sign-On Bonuses It's no longer sufficient to offer competitive salaries - to attract skilled professionals, dental practices often need to offer lucrative sign-on bonuses. While highly effective for recruitment, the sign-on bonus agreement can place a significant burden on the employer if the employee leaves shortly after joining. But a well-drafted dental hygienist employment contract will help reduce this risk by outlining repayment obligations. The "clawback provisions" are integral to defending the employer's position. These provisions are intended to reduce the risk that follows a significant financial investment the business makes in recruiting, onboarding, and granting the sign-on bonus. With clawback provisions, employers can recover bonus payments if an employee leaves before the prescribed period expires. These employee payment clauses are usually tied to performance or tenure and are intended to protect dental practices from abrupt departures. But not all clawback provisions are legal and enforceable. That's why it's important to work with a qualified dentist contract lawyer who will draft the provisions and safeguards into all agreements, ensuring full legal compliance and mitigating risks. Our Missouri Dental Practice Example Recently, a client of ours operating in Missouri faced a challenge when hiring a new hygienist. To secure the highly sought-after candidate, the dental practice offered attractive incentives, including a sign-on bonus, as outlined in the written employment agreement. Despite the initial investment and onboarding, the hygienist was terminated after a few months. Still, because we drafted an agreement with clear repayment terms, the employer was able to recover most of their investment. Without a properly structured dental hygiene agreement, the practice would have suffered the full financial loss. For that reason, it is very important to clearly document the incentive structure in all agreements before employment begins. While in our case the hygienist was terminated, these types of clauses have a preventive purpose too - employees will be reluctant to leave early if they know they will owe the employer the sign-on bonus, or any other amount that was stipulated in the contract (usually license and training fees, if the employer is covering the costs). Bottom Line: Why Dental Practices Need a Dental Hygienist Employment Agreement A well-structured dental hygienist employment agreement can protect your practice and reduce hiring risk in a volatile job market. Clearly outlining... > Learn why bring down certificates in dental practice sales are critical for buyers and sellers and how they protect dental acquisitions. - Published: 2026-06-02 - Modified: 2026-05-16 - URL: http://finnlawteam.com/bring-down-certificates-in-dental-practice-sales/ While most parties focus their negotiations when buying or selling a dental practice on the purchase price and financing terms, for obvious reasons, bring down certificates in dental practice sales are among the most important legal protections during the acquisition process. As you will see in this article, these documents ensure that the information the seller provided remains accurate until the deal is fully closed. Because of this, carefully drafted bring-down certificates not only protect the buyer but also may increase the sales price, benefiting the seller as well, making them a super important element of Asset Purchase Agreements (APAs). What Is a Bring-Down Certificate and Why Is It Important A bring-down certificate is a document signed at closing that confirms that all representations and warranties made in the APA remain valid and enforceable at that time. This is especially important in dental practice sales, as these transactions can involve significant operational changes during the transaction period. Scenario: We recently had a dentist who was purchasing a practice in Virginia. Both parties had signed the Asset Purchase Agreement a couple of weeks before closing, which is very typical for a dental purchase/sale. Between signing and closing, the office manager quit, leaving the office barely functioning. Thankfully, for our client, we had Bring-Down Certificates in place, which required the seller to state that all representations and warranties that were true when the parties signed the APA remained true at closing. Because these important, yet often overlooked documents were in place, our client was able to delay closing and renegotiate the purchase price to account for events that occurred between signing and closing. How Bring-Down Certificates in Dental Practice Sales Protect Buyers In ideal scenarios, a dental practice transition will go smoothly. However, in business, things are rarely ideal, and the period between signing and closing the deal is where problems most often occur. The industry and the economy are quite volatile, and many factors can significantly affect the deal and its value - staffing changes, declining revenue, compliance concerns, patient retention issues, and more. When you combine that with issues that follow the deal, such as prepaid procedures, it is easy to understand why working with an experienced dental transition lawyer from the get-go is a smart choice if you want the dental practice purchase agreement to close as smoothly as possible. How Bring-Down Certificates for Dental Practice Acquisitions Work With bring down certificates, buyers get an additional layer of protection. Before finalizing the deal, the seller must once again confirm that the practice remains in the same condition as at the time the agreement was signed. Bring-down certificates are closely related to the representations and warranties section of the APA. Here are some of the most important provisions to check: Financial performance Employee retention - especially for associate agreements and the W-2 vs. 1099 Positions Any active litigations Regulatory compliance (issues) Insurance participation and information Patient records and billing Bring down certificates are there to ensure that these representations are... > Dental practice lawyer guide to employee representations in practice sales. Learn key risks, compliance issues, and how to protect your transaction. - Published: 2026-05-19 - Modified: 2026-04-28 - URL: http://finnlawteam.com/dental-practice-lawyer-employee-representations/ When buying or selling a dental practice, employee-related clauses in the asset purchase agreement are far more than standard, boring, tick-the-box legal verbiage. Any experienced dental practice lawyer will confirm that these clauses define risk, which is why it is imperative to ensure both parties understand what is transferred and what liabilities will follow the closing. Scenario: We recently represented a seller in the sale of his dental practice in Kansas. Under his paid‑time‑off (PTO) policy, all employees received their full annual PTO allotment on January 1 each year, to be used throughout the year. Because the practice was being sold in March, our client was potentially responsible for paying out an entire year’s worth of PTO to all employees at closing. We were able to negotiate a solution with the buyer under which the buyer agreed to assume the existing PTO policy going forward. This avoided a scenario where both parties were paying for the same year of PTO and prevented employees from effectively receiving a double PTO benefit. As we will discuss, employee representation provisions clarify the status of employees, but also existing obligations and the potential for future exposure. Without a full understanding of these terms, the buyers may inherit issues, while the sellers risk post-closing disputes and reputational damage due to inaccurate sales disclosure. Employment Agreements, Compliance, and Dental Employment Contract Review Commonly, employees are terminated by the seller and then rehired by the buyer. But things are rarely that straightforward, and acting without thorough due diligence carries significant federal and state law risks. One of the key areas a dental practice lawyer will examine is whether the employment agreements are properly disclosed, whether for W-2 or 1099 positions. A thorough dental employment contract review will ensure no hidden obligations will show up post-sales, such as bonus structures, restrictive covenants, or long-term commitments. However, employment law compliance is more than just ensuring no hidden costs are present. The contracts need to comply with wage and hour laws, worker classification rules, anti-discrimination regulations, and also be in line with the codes of practice. Plus, not being compliant with federal laws such as the Fair Labor Standards Act (FLSA) or Title VII of the Civil Rights Act can expose buyers to federal scrutiny after closing, which is why it's imperative to conduct a thorough legal review pre-purchase. Employee Claims, Compensation, and Hidden Liabilities While proactively identifying problematic employment issues in contracts is the best option, a dental practice acquisition attorney will also look into any existing employment disputes. During the transition process, sellers will typically represent and warrant that there are no pending or threatened claims (or disclose the status of existing ones), usually arising from wrongful termination, wage disputes, workplace harassment, and similar issues. If the seller is transparent, the buyer will know exactly what they are getting at the time of sale. On the other hand, if the seller wasn't transparent, and there indeed were active disputes, the buyer can hold them accountable as they have... > Dental Service Organization attorney explains why DSOs are taxed as partnerships, including key benefits, legal structure, and compliance insights. - Published: 2026-05-12 - Modified: 2026-04-28 - URL: http://finnlawteam.com/dental-service-organization-attorney-dso-partnership/ In this post, we will explain why a dental service organization attorney often recommends forming DSOs as partnerships, why this arrangement works operationally, and how it offers legal and tax advantages. Scenario: At the beginning of this year, we helped set up a DSO for a practice in Kentucky. In our initial discussions with the client, the inevitable tax question came up, and the client wanted to know how the DSO entity would be taxed and which tax election would be most beneficial for the DSO entity. As you will see, making the choice carries implications – tax, legal, organisational, and compliance-related, which is why it is always a good idea to consult legal professionals who have experience working with DSOs. Dental Service Organization Attorney Explains DSO Structure As Dental Service Organizations (DSOs) continue to grow, one question arises quite frequently: Why are most DSOs taxed as partnerships? To explain it, we first need to understand the nature of DSOs: A Dental Service Organization is a business entity that provides non-clinical services to dental practices. These services usually include billing, marketing, operations, HR, but never clinical care or treating patients. This is a crucial distinction as the corporate practice of dentistry is forbidden. As a result, DSOs usually operate as LLCs (limited liability companies) and partner with and contract with independently owned dental practices that provide clinical and treatment services. Hiring a dental service organization attorney at the business formation stage ensures the structure is fully compliant with state laws and ethical and industry standards. Why DSOs Are Taxed as Partnerships Even though DSOs are formed as LLCs, they elect to be taxed as partnerships under the IRS's partnership taxation rules. The key benefit of this approach is that it avoids entity-level taxation. Instead, the income is passed directly to the owner. This type of structure is ideal for DSOs as they often work with several types of stakeholders - dentists, private equity investors, management companies, and similar. Choosing partnership taxation gives DSOs greater flexibility, as the structure closely mirrors the business's economic and operational realities. Key Benefits of DSO Partnership Taxation As explained, the main benefit of partnership taxation is the pass-through treatment, which provides added flexibility. Subchapter K of the Internal Revenue Code states that the DSO will not pay federal income tax, as profits and losses are reported on each owner's return. The added flexibility of partnerships is ideal for customized ownership and compensation arrangements, as profits can be distributed in ways that don't always follow ownership percentages, as is often the case when clinicians and investors are involved. Lastly, DSOs expand quickly, and partnerships are much easier to scale. Location and ownership changes, adding new partners, all of that can be easily handled without corporate restructuring. Working with an experienced DSO lawyer will help draft agreements that navigate the business's turbulent nature. You will be fine. Maintaining Compliance Through a Dental Service Organization Attorney While DSO taxation as a partnership offers significant advantages, ensuring proper structure... > A dental practice transition lawyer explains how pre-paid procedures are handled during a dental practice transition and practice sale. - Published: 2026-05-05 - Modified: 2026-05-06 - URL: http://finnlawteam.com/dental-practice-transition-lawyer-prepaid-procedures/ When preparing to sell their business, dentists usually focus on valuation and finances, as well as finding the best buyer. You will see why working with an experienced dental practice transition lawyer prevents headaches and complications during a dental practice transition: handling pre-paid procedures that haven't been completed. Scenario: Last month, we had a periodontist purchasing 80% of the outstanding membership units in a multi-location practice in Washington. Our client, the buyer, found out in due diligence that this particular practice carried a significant amount of pre-paid procedures. Our client was concerned that the seller would keep all the pre-paid money, but he would have to perform all the procedures at no cost. This comes up in almost every dental sale/purchase in varying degrees. While pre-paid procedures are great for cash flow, they raise several legal and financial questions when it comes to selling your business, and addressing them improperly can carry legal and compliance risks. Understanding Pre-Paid Procedures During a Practice Transition Paying in advance for treatment plans is nothing unusual in the dental practice industry. Orthodontics, implants, full-mouth restorations, and similar more complex procedures require several trips to the dentist, and can last for several months. But because these services haven't been completed, they are often treated as "unearned revenue. " And when trying to sell your business, this type of revenue can create tension. The reason is that the seller treats the money as revenue collected, while the buyer is obliged to complete the treatments, which creates expenses for chair time, equipment, staff, and potential patient issues. Those are some of the reasons why identifying pre-paid procedures early in the transaction process is crucial. With the proper legal guidance, your letter of intent should already outline the terms of sale, even before the purchase agreement draft, and both will include unfinished treatments and explain how to handle them. Handling Pre-Paid Services in an Asset Purchase Often, dental practice acquisitions are structured as an asset purchase. That arrangement allows the buyer to acquire the dental practice's assets rather than the legal entity itself. Those assets usually include equipment, patient records, and goodwill, as well as similar components of the practice, depending on the arrangement. But the buyer also acquires the unfinished treatment obligations. One way asset purchase agreements address the unfinished treatments issue is by allowing buyers to request a credit at closing to account for the future costs of completing procedures that have already been paid. In other words, the future costs are discounted from the total selling price of the dental business. However, that is only one potential bottleneck, which is why working with an experienced dental practice transition lawyer can help you with risk management and structure the provisions to define responsibilities for future treatments clearly. Stock Sales and Continuing Treatment Obligations While asset purchases are more common, in some transactions, the buyer purchases the legal entity that owns the dental practice. When that happens, things continue to operate as usual, with the only change... > Dental practice sale associate agreements explained: W-2 vs 1099 transitions, misclassification risks, and best practices for a safe transition. - Published: 2026-04-28 - Modified: 2026-04-29 - URL: http://finnlawteam.com/dental-practice-sale-associate-agreements/ One of the more common issues in a dental asset purchase agreement transition is determining the after-sale status of the selling dentist or existing associates. As you are about to see, dental practice sale associate agreements are not just simple paperwork. Failing to select the agreement type that aligns with the actual business circumstances may expose the business to worker misclassification risk, leading to audits and penalties. Scenario: Recently, we represented a buyer who bought his first dental practice in Missouri. The seller was going to stay on and do some post-closing clinical work to help our client transition the practice. The question then became whether the seller should remain an employee or become an independent contractor. We will discuss when to opt for W-2 employment vs. 1099 for associate dentists and the pros and cons of each choice. The Core Debate: W-2 vs. 1099 for Associate Dentist After the transition, the dilemma is choosing between an employee vs. independent contractor for a dentist. The option you choose will primarily depend on the length of the transition and the level of control the buyer requires. However, the choice isn't entirely free and will depend on the specific business circumstance. The independent contractor agreements must meet the standards set by the DOL 2024 Final Rule and the upcoming changes. The Department of Labor applies a "totality of the circumstances test" to determine whether an independent contractor is truly independent. Labeling a contract as "1099" is largely meaningless if the dentist is economically and functionally dependent on the buyer. Let's break this down through two scenarios: Scenario 1: The Short-Term Transition (1099) Private sales are usually followed by an arrangement in which the selling dentist stays 30-90 days. This allows them to introduce patients to the new owner and complete procedures that require their personal involvement. In this situation, the seller is usually hired as an independent contractor. This allows the buyer to avoid payroll taxes and benefit costs for that temporary period. But this type of arrangement carries risks. Even if it is a short-term situation, if the new owner dictates the seller's hours, provides materials, and exerts significant influence over their practice, this can still constitute a misclassified employment agreement, leading to regulatory scrutiny. Scenario 2: The Long-Term Associate (W-2) In situations when the seller plans to work for a longer period post-sale, which is common in DSO acquisitions, the post-closing deal dental associate contract should almost always be a standard W-2 Employee arrangement. When the associate dentist works as a W-2 Employee, the buyer has full control over scheduling, staff management, materials, and everything else. But because there is no dispute over who is in charge of the business, the buyer must also assume responsibility for the benefits and handle the tax obligations. Best Practices for Transition Choosing dental practice sale associate agreements that do not align with the actual working relationship and conditions is one of the fastest ways to trigger an audit. To prevent that, buyers should... > Learn more "Good Standing" in dental practice transition, and why legal compliance is vital for valuation, due diligence, and avoiding delays. - Published: 2026-04-06 - Modified: 2026-04-28 - URL: http://finnlawteam.com/good-standing-in-dental-practice-transition/ Each week, I share a brief insight from my dental law practice. This week’s focus: how a seller’s lack of “good standing” can impact a dental practice transition. Scenario: Recently, we had a client buying an oral surgery practice in Texas. As buyer’s counsel, we prepared the first draft of the purchase agreements. We received the seller's revisions, which included a major red flag. One of the standard representations and warranties that the seller of a dental practice will make to the buyer is that the seller is “duly organized, validly existing, and in good standing” with the state. In this case, the seller deleted that language. Upon further investigation with the state, we found that the seller’s legal entity had been administratively dissolved due to a nominal amount of unpaid taxes. Our client asked about his options regarding the purchase and the consequences for the seller. Let’s break down why ensuring good standing of your dental business is one of the most important factors that will determine a successful dental practice transition. We will cover what good standing is, how it affects the transition, and why working with an experienced dental practice acquisition attorney will help you avoid common pitfalls in the dental business transition process. Understanding Good Standing in a Dental Practice Transition Good standing is not just a simple technical term. It is official confirmation that a business meets all state requirements, including filing the required documents, paying any taxes owed, and paying annual or other recurring fees. When it comes to a dental transition, good standing is essential, as it shows that a legal entity exists and can operate legally. That’s why a dental practice transition lawyer often starts by verifying the good standing status before moving the transaction forward, which prevents headaches further down the road. The issue is that many dental practice owners, due to their packed schedules, become unaware that their business is no longer compliant. Administrative dissolution may occur due to as minor an issue as an unpaid annual fee or a missed filing. But even these small things might derail a transaction long before it reaches a closing table. Prioritize this step early. Ensure your business is in good standing. This is another reason to work with a dental practice lawyer. Why Legal Capacity and Good Standing Are Critical Before Closing a Dental Practice Sale When it comes to completing the transaction, good standing directly affects the seller's legal ability. A dissolved entity is likely to lack the legal capacity to even sign an Asset Purchase Agreement, rendering the contract voidable or unenforceable, posing an immediate legal risk, and impacting practice value. On the other hand, poor standing is a major red flag for any buyer. This type of non-compliance signals deeper issues, such as tax concerns, liens, or poor record-keeping. An experienced dental practice attorney recognizes this as a critical due diligence concern. They will advise their client that a lack of good standing likely indicates hidden liabilities the buyer... - Published: 2025-10-28 - Modified: 2026-07-30 - URL: http://finnlawteam.com/dental-practice-payoff-letters-why-they-matter-and-how-they-can-delay-closing/ Payoff letters are essential in a dental practice sale. Learn what they are, why they matter, and how to avoid closing delays when buying or selling a dental practice. Each week, I share a quick insight from my dental law practice. This week’s topic: payoff letters and why they’re so important at closing. Scenario: We had a client that just closed on a dental practice in the Midwest. She had been an associate at the practice for several years before buying it from her employer. All things considered, the practice transition was going smoothly up until about two weeks before closing. The holdup: payoff letters. This is one of the most easily overlooked, yet critical pieces of the process of buying or selling a dental practice. These simple documents can make or break a smooth closing. Answer: First, let’s discuss what a payoff letter is. A payoff letter (or payoff statement) is a written statement from a lender showing exactly how much is owed to pay off a loan in full as of a certain date. In a dental practice sale, payoff letters are often needed for practice loans or equipment financing. A payoff letter typically includes: The total amount due, including principal, interest, and any fees The per diem interest (the amount of interest added each day) Payment and wiring instructions The date through which the payoff is valid (usually around 10 days) Before a dental practice changes hands and the lender wires the money to the seller, any existing liens or loans tied to the seller and the assets of the practice must be paid off. Most dental acquisitions are in the form of an asset purchase, meaning the buyer only purchases the assets of the business and assumes none of the liabilities. So, in order for the buyer to take ownership of the assets free and clear of any encumbrances, all the liens must be paid off. Lenders don’t always move quickly when it comes to payoff letters. It can take several days or even a week to issue a payoff letter, and sometimes lenders won’t release it until just before closing. If the buyer’s attorney (if the buyer is not using any financing to fund the purchase) or the buyer’s lender (if the buyer is financing the purchase) does not have the payoff letter(s) in hand before closing, the deal will not proceed. Some best practices for dealing with payoff letters are the following: The buyer’s attorney should perform a UCC search early in the process (right as the purchase documents are starting to be drafted and reviewed) to determine if there are any liens against the practice or assets. The buyer’s lender will also perform this search to verify and confirm what the buyer’s attorney found. The seller should start requesting payoff letters as soon as the closing date is decided. Like we discussed earlier, the payoff letters might only be good for the next 10 to 30 days. If the anticipated closing is longer... - Published: 2025-10-21 - Modified: 2026-05-26 - URL: http://finnlawteam.com/what-contracts-are-assumed-in-a-dental-practice-asset-purchase-agreement/ Learn which contracts a dentist typically assumes when buying a dental practice. Finn Legal helps dentists navigate asset purchase agreements with confidence. Each week, I share a quick insight from my dental law practice. This week’s topic: what contracts are typically assumed in a dental practice asset purchase agreement. Scenario: We have a client buying a dental practice on the West Coast. It is an asset purchase deal, as is the case in most scenarios when the buying dentist is purchasing essentially the whole practice of the selling dentist’s business. In a dental asset purchase deal, the buyer will purchase substantially all the seller’s assets, but will not assume many, if any, of the liabilities of the practice. Our client wanted to know what are typical liabilities that are assumed in a dental asset purchase deal. Answer: Here are some contracts that might be assumed by a buyer in a dental asset purchase: The Office Lease – The buyer will either assume the seller’s existing lease through the landlord’s consent and an assignment or negotiate a new lease with the landlord. Since the location of the practice is essential to the goodwill that the buyer is purchasing, the lease is one of the most important assumed contracts. Equipment Leases – Many practices lease equipment or have maintenance contracts for chairs, autoclaves, IT systems, or digital X-ray machines. These contracts can be assigned to the buyer; however, each vendor typically must consent in writing. Practice Management Software - Most practices run on systems like Dentrix, Eaglesoft, or Open Dental. These agreements are often assumed to maintain operational continuity, but software licenses can be tricky. Some vendors allow transfers; others require a new subscription. Employment Agreements – If the buyer plans to retain the seller’s staff, those employees are typically terminated on the day of closing and immediately rehired by the buyer after closing. However, certain contracts like an associate’s employment agreement may be assigned to the buyer. Vendor and Supply Contracts – Relationships with dental suppliers like Henry Schein, Patterson, or Benco can often be continued. Buyers may assume these contracts if they include favorable pricing or credit terms.  Service Contracts – A dental office relies on multiple recurring services. Some examples of this include janitorial, biohazard waste disposal, IT maintenance, laundry, and equipment calibration. These contracts are usually assumed so the buyer can walk into a fully operational office on day one. Patient Financing Agreements – If the seller offers third-party financing through CareCredit or similar companies, those agreements can be assumed. It’s an easy way to maintain the same payment options for patients and preserve goodwill. Equipment Warranties – If the equipment being purchased is still under warranty, those warranties are usually assigned to the buyer so they can take advantage of any remaining coverage. Marketing, Phone and Domain Agreements – For continuity in communication, a lot of the time buyers will assume contracts related to the practice’s phone numbers, answering services, and website domain and hosting. PPO and... - Published: 2025-09-04 - Modified: 2026-04-28 - URL: http://finnlawteam.com/understanding-the-no-adverse-events-clause-in-dental-practice-purchase-agreements/ Learn why the “No Adverse Events” clause is a key closing condition in dental asset purchase agreements. Protect your investment and avoid post-closing surprises. Each week, I share a quick insight from my dental law practice. This week’s topic: the “No Adverse Events” clause and why it matters when you’re buying a dental practice. Scenario: We had a client that had been negotiating and working towards buying an oral surgery practice in the Northeast. Due to some difficulties in coming to an agreement on the valuation of the real estate that was to be purchased as part of the deal, the parties signed the asset purchase agreement in January but were not anticipating closing on the deal until June of the same year. As we got closer to the closing date in June, the lender, as is lending protocol, requested year-to-date profit and loss statements and year-to-date production/collection reports. It was discovered in these reports, a week before we were set to close, that the seller had let collections drop by a staggering 40%. The seller thought the deal was done and dropped his clinical hours significantly during the six months between signing the purchase agreements and closing. Once this was discovered, our client wanted to know what his legal options were. Answer: In a scenario like this, there are typically two ways to proceed for the buyer. The first is to re-negotiate the purchase price. Practically and legally, this is very straightforward. The buyer and seller decide on a new purchase price to account for the drop in the collections and then an amendment to the purchase agreements is drafted to reflect the new purchase price agreed by the parties.   The second way for a buyer to proceed, which our client ended up doing, is to rely on the “No Adverse Events” clause in the asset purchase agreement. When buying a dental practice, one of the key conditions that must be satisfied before closing is the “No Adverse Events” clause. This clause is designed to protect the buyer from unexpected negative changes in the practice between signing the asset purchase agreement and the closing date. A typical provision might read something like: “There has not been any event or condition of any character on or before the Closing Date that has materially and adversely affected the financial condition, business, Purchased Assets or the Practice. ” In plain terms, this means that the seller must maintain the practice in substantially the same condition as it was when the buyer agreed to purchase it. The practice should not experience any material decline in staff, production, collections, patient base, or other key business elements before closing. This clause is important for three reasons: Protects the buyer’s investment. If the practice loses staff, patients, or experiences a sharp drop in production after the agreement is signed, the buyer could end up purchasing a business worth far less than expected. Maintains business continuity. This provision encourages the seller to operate “business as usual”... ## Practice Support - Published: 2025-07-29 - Modified: 2026-07-30 - URL: http://finnlawteam.com/practice-support/succession-planning-for-dentists/ Plan for the future of your practice and everything connected to it At Finn Legal, we help dentists build secure succession and estate plans to protect their practice, family, and legacy. Our services are led by Katie Finnegan, JD, an attorney who focuses exclusively on estate planning, probate and trust administration. Katie brings a calm, practical approach to complex decisions and believes succession planning should be accessible not just for those nearing retirement, but for anyone who wants to feel prepared. Our Capabilities We help dental professionals build estate and succession plans that account for both business and personal priorities to ensure continuity, security, and peace of mind. Wills & Trusts: Drafting comprehensive wills and trusts (revocable and irrevocable) to manage and distribute personal and business assets. Power of Attorney: Establishing durable powers of attorney for both healthcare and financial decision-making. Healthcare Directives: Creating advance directives and living wills to communicate healthcare preferences clearly. Asset Protection Strategies: Protecting personal and business assets from lawsuits, creditors, and other risks. Tax-Efficient Planning: Structuring the estate and transition to minimize estate and inheritance taxes. Beneficiary Designations: Reviewing life insurance, retirement accounts, and other policies for consistency with the broader plan. Business Interest Disposition: Integrating the practice into the estate plan to ensure a smooth transfer or sale in the event of incapacity or death. - Published: 2025-07-29 - Modified: 2026-07-30 - URL: http://finnlawteam.com/practice-support/dental-counsel-as-a-service-dcaas/ Provides steady, proactive legal guidance tailored to your dental practice. Managing a dental practice involves ongoing legal responsibilities that often extend beyond what a traditional law firm can offer. Finn Legal’s Apex DC (Dental Counsel) is designed for practice owners who want consistent support as their business evolves—someone to review contracts, weigh in on compliance, or answer legal questions as they come up. With Apex DC, you're not left figuring out how to stay compliant or protect your practice on your own. Working with Finn Legal means you’re supported by a team that understands the operational and regulatory realities of dentistry. We help you avoid issues before they arise, respond quickly when questions do come up, and keep your practice moving forward with fewer disruptions and more clarity. Our Capabilities We provide steady, practice-specific legal support across the many areas where dentistry and regulation intersect. With this relationship, dentists gain access to legal counsel that understands the daily and long-term demands of owning and operating a dental practice. Contract Review & Drafting: Support for employment agreements, vendor contracts, and lease agreements, reviewed in the context of your goals and risk profile. Regulatory Compliance: Guidance on compliance with OSHA, HIPAA, insurance policies and state dental board regulations to ensure your systems stay up-to-date and legally sound. Practice Operations & Risk Management: Legal input on policy development, recordkeeping, and patient documentation to help reduce risk and protect the practice. HR & Employment Law Support: Ongoing support with employee handbooks, disciplinary actions, wage and hour compliance, and termination guidance. Telehealth & Digital Dentistry Legalities: Assistance with compliance in evolving areas like virtual care, digital tools, and remote services, ensuring you meet legal requirements while offering modern care. Ongoing Legal Consultation: A consistent point of contact for day-to-day legal questions and concerns, with proactive updates as regulations change or issues emerge. - Published: 2025-07-29 - Modified: 2026-07-30 - URL: http://finnlawteam.com/practice-support/legal-e-book-for-dentists/ Practical, dentist-focused guides to the legal foundations of practice ownership and compliance. Running a dental practice involves more than clinical expertise. There are contracts, compliance rules, employment laws, and regulatory obligations that, if handled incorrectly, can carry real consequences. For many dentists, legal questions don’t come up until something goes wrong. This guide is meant to change that. The Dental Legal E-Book is a comprehensive, accessible resource for dentists who want to understand the legal basics of practice ownership and operations. It’s not a substitute for legal counsel, but it will help you spot issues early, ask better questions, and make more informed decisions. E-Book Content Areas Our e-books cover essential legal concepts in accessible, dentist-focused language—organized for both reference and proactive understanding. Practice Formation & Business Structures Choosing between PC, LLC, S-Corp Licensing, registration, and associate agreements Partnership and ownership planning Employment Law for Dental Practices Hiring, firing, and employment policies Non-competes and confidentiality clauses Discrimination and harassment prevention Regulatory Compliance HIPAA and patient privacy OSHA requirements for clinical environments State dental board regulations and billing compliance Contracts & Leases Reviewing office leases and purchase agreements Vendor and supplier contracts Equipment financing or ownership structures Practice Transitions (Overview) Legal considerations in buying or selling a practice Structuring associate buy-ins Risk Management & Malpractice Professional liability basics Documentation practices that reduce risk Common legal pitfalls in daily operations - Published: 2025-07-29 - Modified: 2026-07-30 - URL: http://finnlawteam.com/practice-support/dental-financing-valuation-bookkeeping-services/ Dental-specific financial services that support smarter business decisions Finn Legal offers financial services led by Alex Finnegan, CPA. With a background that includes Big 4 audit leadership, healthcare and education finance, and over four years focused specifically on the dental industry, Alex helps practice owners organize their records, understand their numbers, and make informed decisions. His work blends technical depth with practical insight—giving dentists clarity around both daily operations and major transactions. Our Capabilities We offer targeted financial support that helps dental practices maintain accuracy, visibility, and forward-looking strategy. All services are delivered by Alex Finnegan, CPA, who brings years of public accounting and dental-industry experience to every engagement. ## Services > Safeguard your dentistry career with our expert insights. Get a thorough dental employment contract review to understand your rights and ensure success. - Published: 2025-05-28 - Modified: 2026-07-30 - URL: http://finnlawteam.com/dental-business-law/dental-employment-contract-review/ Know what you’re signing and protect your future Your employment agreement shapes your work life, your financial future, and your options down the line. We help ensure the offer aligns with your goals—and protects you if circumstances change. Review of associate and partner contracts Analysis of compensation, bonuses, and benefits Noncompete and non-solicitation clauses Malpractice and termination provisions Negotiation support and document edits Who Is This For? New dental school graduates Associates considering a move to private practice Dentists entering buy-ins or partnerships Anyone uncertain about contract terms or obligations What if I’ve already signed but have concerns? + We can still review your agreement and help you understand your options moving forward. Will this delay my job offer? + Not at all. In most cases, reviews are fast—and thoughtful questions about contract terms show that you’re paying attention, not being difficult. > Sell or transfer your dental practice confidently with our expert dental practice transition lawyer for a smooth transition today. - Published: 2025-05-28 - Modified: 2026-07-30 - URL: http://finnlawteam.com/dental-business-law/dental-practice-transition-lawyer/ Sell or hand off your practice with confidence Sell Your Practice with Clarity and Confidence Without the right support, sellers can expose themselves to long-term liability, or feel pressure to accept terms that don’t reflect the practice they built. We help you walk away knowing you were protected at every step. Letters of intent and deal structure Asset Purchase or Stock/Membership Purchase Agreements Bill of Sale, Assignment and Assumption Agreement, and Ancillary Agreements Legal risk analysis and post-sale protections Coordination with brokers, CPAs, lenders, and consultants Who Is This For? Dentists preparing to sell a solo or group practice Owners approached by buyers or DSOs Professionals planning their retirement timeline Sellers concerned about liability after closing I’m not ready to sell yet. Can I still reach out? + Absolutely. Many of our clients reach out months—or even years—before a sale. We can help you plan ahead. What’s the biggest legal mistake you see sellers make? + Waiting too long to get legal input. Early review avoids rushed decisions or unnecessary concessions. > Navigate complex DSO ownership structures with clarity and expertise from our dedicated dental service organization attorney. - Published: 2025-05-28 - Modified: 2026-07-30 - URL: http://finnlawteam.com/dental-business-law/dental-service-organization-attorney-expert-finn-legal/ Navigate complex ownership structures with clarity Experienced Legal Support for DSO Transactions DSO deals often move quickly and come with pressure to “sign now. ” But they also carry long-term obligations. We help ensure the structure is sound, your contributions are valued, and your risks are clear. DSO acquisition structuring (buy-side and sell-side) Employment, earn-out, and noncompete agreements Compliance and regulatory support Entity formation for DSO models Coordination with advisors and capital sources Who Is This For? Dentists creating brand new DSO structures Buyers creating DSO structures Dental groups considering acquisition expansion Investors or consultants building support organizations What if I’m unsure whether a DSO is right for me? + We’re happy to talk through your options—even before you get a formal offer. Can you help me structure a DSO even if I’m not a dentist? + Yes. We regularly help non-dentists navigate legal requirements around DSO ownership models. > Ensure your dental contract is fair. Consult a dentist contract review lawyer for a thorough review before signing to protect your interests. - Published: 2025-05-28 - Modified: 2026-07-29 - URL: http://finnlawteam.com/dental-business-law/dentist-contract-review-lawyer/ Understand the terms before you sign Contracts You Can Actually Understand Even small contracts can lead to big problems if they’re unclear or unbalanced. We help you avoid misunderstandings and protect your interests without unnecessary friction. Associate and partnership agreements Buy-in and shareholder contracts Independent contractor and vendor contracts Lease and equipment agreements Termination, renewal, and dispute clauses Who Is This For? Associates, owners, and partners reviewing agreements Dentists signing lease or vendor contracts Anyone managing recurring or long-term obligations I’ve signed similar contracts before—do I really need a review? + Yes. Small language changes can make a big difference. We’ll help ensure this version serves your best interests. Do you help negotiate contracts or just review them? + We do both—our role depends on your needs and how involved you want us to be. > Get expert legal support from a dental mergers and acquisitions lawyer to navigate the complexities of combining dental practices efficiently. - Published: 2025-05-28 - Modified: 2026-07-30 - URL: http://finnlawteam.com/dental-business-law/expert-support-dental-mergers-and-acquisitions-lawyer/ Guidance for Buying or Merging Dental Practices These are big moves. Let’s make sure you’re protected through every step. Buyer- or seller-side representation Due diligence and risk review LOI development and term sheet guidance Asset purchase or stock/membership purchase agreements Bill of sale, assignment and assumption agreement, and ancillary agreements Post-acquisition compliance and adjustments Partnership agreements and transition planning Who Is This For? Dentists acquiring or merging with other practices Sellers in group or multi-owner transitions Partners navigating ownership realignment Anyone responding to or drafting a letter of intent I’ve already received an LOI—can you still help? + Absolutely. Many of our clients come to us after initial documents are in place. an you help me figure out if a purchase is worth pursuing? + Yes. We’re happy to walk through your options before you commit to anything. > Start strong with a solid legal structure. Consult a dental entity formation attorney St. Louis for expert guidance today. - Published: 2025-05-28 - Modified: 2026-07-30 - URL: http://finnlawteam.com/dental-business-law/dental-entity-formation-attorney-st-louis/ Start strong with a sound legal structure Start Your Practice with the Right Legal Foundation Your business structure affects everything—from taxes to liability to future expansion. Getting it right from the start saves time, money, and future legal headaches. LLC, PLLC, PC, and C-Corp formation Disregarded, pass-through, partnership, and S-Corp tax elections State registration and compliance setup EIN applications and ownership structures Operating agreements and bylaws Tax structure collaboration with CPAs Who Is This For? Dentists launching a new solo or group practice Associates preparing to become owners Dentists structuring DSOs Anyone needing legal setup for a dental business Can’t my accountant do this? + Accountants are great partners, but entity formation requires legal strategy and liability awareness. We often coordinate with CPAs to align legal and tax planning. What if I want to change my structure later? + We can help you evaluate your current structure and advise on any transitions. > Finn Legal is located at 105 Concord Plaza Shopping Center, Suite 208, St. Louis, MO 63128. Phone: (314) 856-8824. To schedule a consultation, visit http://finnlawteam.com/contact/. 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