# 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 - [Blog](https://finnlawteam.com/blog/) - [About](https://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](https://finnlawteam.com/why-dentists/): Discover essential reasons for your practice to ensure compliance and legal protection. Learn why hire a dental industry lawyer. - [Contact](https://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](https://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 Practice Lawyer Guide to Employee Representations in Practice Sales](https://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](https://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](https://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](https://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](https://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](https://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?](https://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](https://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](https://finnlawteam.com/practice-support/succession-planning-for-dentists/): Plan for the future of your practice and everything connected to it - [Dental Counsel as a Service (DCaaS)](https://finnlawteam.com/practice-support/dental-counsel-as-a-service-dcaas/): Provides steady, proactive legal guidance tailored to your dental practice. - [Dental Legal E-Books](https://finnlawteam.com/practice-support/legal-e-book-for-dentists/): A practical, dentist-focused guide to the legal foundations of practice ownership and compliance. - [Dental Financing](https://finnlawteam.com/practice-support/dental-financing-valuation-bookkeeping-services/): Dental-specific financial services that support smarter business decisions --- ## Services - [Employment Agreements](https://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](https://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](https://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](https://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](https://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](https://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: 2025-05-19 - Modified: 2026-03-12 - URL: https://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. If User decides to opt-in to our mailing list, they will receive emails that may include company news, updates, related product or service information, etc. If at any time the User would like to unsubscribe from receiving future emails, we include detailed unsubscribe instructions at the bottom of each email or User may contact us via our Site. How We Protect Your Information We adopt appropriate data collection, storage and processing practices and security measures to protect against unauthorized access, alteration, disclosure or destruction of your personal information, username, password, transaction information and data stored on our Site. Our Site is in compliance with PCI vulnerability standards in order to create as secure of... --- --- ## Posts > 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: https://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: https://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: https://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: https://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: https://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: 2025-10-29 - URL: https://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: https://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: https://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: 2025-08-11 - URL: https://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: 2025-08-11 - URL: https://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 Dental Counsel as a Service (DCaaS) 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 DCaaS, 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: 2025-08-11 - URL: https://finnlawteam.com/practice-support/legal-e-book-for-dentists/ A practical, dentist-focused guide 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 The e-book covers 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: 2025-08-11 - URL: https://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: 2025-08-26 - URL: https://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: 2026-02-19 - URL: https://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, 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: 2025-08-26 - URL: https://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 approached by a DSO or PE-backed buyer 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: 2025-06-18 - URL: https://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: 2026-05-07 - URL: https://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 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. Can you help me figure out if a merger 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: 2025-06-18 - URL: https://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 S-Corp formation 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 Non-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 https://finnlawteam.com/contact/. Nothing on this site constitutes legal advice or creates an attorney-client relationship. Content is provided for informational purposes only. ---