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This podcast covers from START to FINISH How to Acquire a Dental Practice. Michael Dinsio, founder of Next Level Consultants has literally seen hundreds of deals as a banker in the industry & he has personally consulted hundreds of dentists as a Buyers Representative. Michael talks with GUEST SPEAKERS about Due Diligence, Legal, Demographics, and more... He invites experts to the show to help you avoid those headaches and heartbreaks. So start at the TOP w/ Episode 01 and work your way through the transition process. We break it down step by step in a true #UNSCRIPTED and genuine way.
00:00
Oh yeah! Here we go! Practice acquisition!
00:11
There are pitfalls throughout the entire process.
00:25
Folks?
00:36
And now your host, Michael Dinsio. Hey guys, welcome to another episode of Acquisition Uncensored. I'm super excited about this episode. We've got Robert Montgomery, legend in the industry.
00:51
top attorney in the country, helping doctors just like you put together legal documents from associate contracts all the way to purchasing your own practice, buying your own building. Awesome resource for you, so stay tuned. We talked about a lot of awesome things like the pros and cons of having a super detailed contract versus open ended contract. We talked about how you could get too aggressive, but maybe too lenient.
01:21
as well throughout the process and where that happy balance is throughout the whole journey of an acquisition, purchase and sale agreement. He just gave us so many good tidbits. We talked about lawsuits, post-close and what that looks like. My favorite probably quote is as he helps you or your dental attorneys help you, controlling the process saves you money.
01:48
And that's really important because oftentimes my clients, dentists think, I don't want to get my attorney involved because it's expensive. the bottom line is if your attorney can control the process, you will actually save money. And so I think that was a huge tip. I'm super excited about this episode. Let's get it started. And by the way, as always, remember, follow us, review us on iTunes. We're on YouTube. We're on pretty much every channel.
02:18
You can also check out Startup Uncensored, which is a great podcast all about startups. Let's get this party started. All right, all right. Welcome to another episode of Dental Acquisition Uncensored. I'm Mike D'Inseo, your host. And today I am super excited about today's interviewer. We are going to break down a purchase and sale agreement and hopefully uncensored style. I'm going to try to get an attorney to go outside of his box and
02:48
Maybe give you some tips and tricks that could really help you throughout this process. But as you as you know, we're working through the process of an of an acquisition from start to finish. And legal is so important. We're interviewing a couple of attorneys on the show. And this particular attorney I have a ton of respect for. You all know him. He's got a successful podcast himself. Mr. Robert Montgomery himself. He is
03:17
the owner and founder and runs a very successful firm as seven attorneys under his banner. You can reach him at yourdentalattorney.com. the reason I got ahold of Rob because he and I are podcasters and you all have probably heard his podcast Dental Amigos. So I could keep going on and about this guy, but why don't I just introduce him. Robert, nice to meet you. Thanks for being on the show.
03:46
Michael, thank you. It's nice to be here. Thanks. Thanks for having me. Yeah. What's it like to be the interviewer instead of the interview or the interviewee instead of the interviewer? Is it different? You know, it's not all that different because our podcast like yours, Michael, is very unscripted. So I think if we had one of those podcasts that required me to do a long outline of questions and preparation, I might say otherwise, but
04:14
We kind of roll like you and probably I'm not even going to admit how little time you spend preparing. do a rough outline of the things we want to cover. I show it to my podcasting partner, Paul Goodman, and he looks at it for about 15 seconds. And then we tell my paralegal hit play and away we go. isn't that nuts? How little I mean, we're saying it's super easy, but this is actually hard stuff. mean, you're always on.
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can't say something too bad, even though this is acquisition uncensored, but it's difficult, but it's fun. And why do you guys do it? I know why I do it. Give the audience why you guys do it. Yeah, Paul and I have been friends for, I think like 12 plus years, as I said, that the COVID time warp is kind of interfere with my sort of timeline of a lot of things, but I think it's like 12-ish years.
05:11
And you know, over time, Paul was always a very good about running continuing education courses in person, back in the old days, right? And ran a, was very involved with a residency program at Albert Einstein Hospital in Philadelphia. So he's always, even when he was a younger dentist, he was really focused on that. So we found ourselves a lot of times
05:38
sitting in the back of a cab, that's how far back we're talking about, not an Uber, Michael. Yeah, not an Uber or Lyft. That's right. Going someplace, talking about deals or issues or things that came up in the course of a dental practice. Me from a lawyer's perspective, Paul from a practicing dentist and said, you know, like, would be really cool if we were able to record this conversation so that people could sort of eavesdrop and hear about like,
06:06
what you know, two friends, one a lawyer, one a dentist who are in the back of a cab sitting at a bar having a beer or talking about and and that that would just be fun content. And so that's when we started doing it. And 13 years later, it's crazy. I'm on year three and it I love it. I'm addicted. I think it's about giving back to the industry for me. It's it's also putting out great information. And I know that can be a blessing and a curse.
06:35
We were talking before I hit record today and that could get into some trouble taking everything we say black and white. Everybody's scenario is different. And so you gotta be careful about free information, but for the most part, you know, the information that you get is spot on with, with, with quality professionals in the industry. So big picture.
06:58
Let me stop you there for a second, Mike, I could. It's probably a good time for me to throw in the lawyer disclaimer. Do it. So while I'm a lawyer, we're going to be talking about some legal issues here today. This, what we talked about shouldn't be deemed to be legal advice to any of you. We're talking about things and generalities for educational purposes. Like you said, every deal, every situation is different. You should consult with a lawyer before.
07:24
you make any major decision about your specific project or deal. And as I said, we've had times over the years where people say, Hey Rob, you said that to me. And I look, I'm like, I know it's like, when did we talk about this? Oh, not podcast. No, no, no. No. But I think too, you know, what we did talk about also, Michael is that, you know, I think it's a good thing for people like us that our listeners get to hear us talk, hear what our mindset is, what our philosophy is.
07:54
in a business legal world that they could say, hey, I'm on the same page. I like that. And there's gonna be people that listen to Michael Dencio and Rob Montgomery like, I don't like parts of those guys. And that's cool. There are other people out there that do what we do. You should work with people that you are like-minded with and that you like to work with. And while this obviously is for everybody's enjoyment,
08:24
I find that it's really a great thing for people to be in sync with us and kind of know kind of how we go about our business before they reach out to us. I love that. I couldn't agree with you more. And yes, it is uncensored. So I'm glad you threw out that disclaimer, sir, because maybe we could get you into some uncomfortable spots today and we can always fall back on that disclaimers.
08:54
I have to say seven attorneys you cover nationwide with the exception of California didn't know that it's good to know but license in 18 states like that that's crazy crazy awesome so folks we have we have a legend in the net in the industry today so let's let's let's buckle up and let's get into it I always say let's get right into it because we're probably
09:22
We're probably getting people in their car rides and we only have a short minute or two to catch people's attention. with all that being said, let's get into the purchase and sale agreement. know, purchase and sale agreement is like the marriage certificate. always say when, when, when you're going through the process and you're looking at practices, you're dating. Actually, no.
09:51
you're actually just having coffee. Call it the pre-dating. You're just looking at practices. Call it what it is. And then I'll submit an offer. We'll hopefully get that practice. And then we go through that due diligence. And that's really when you're dating during that due diligence phase. And then you get married at the end of this. And that's the most important piece to the whole process.
10:19
It's your marriage certificate and it's the rules of what we've laid out up to that point. Robert here protects you. So Robert, give us like kind of like the idea and the philosophy around like how to approach just big picture a purchase and sale. I'm lofting one up. You could take it anywhere you want, but how important is that purchase and sale document? It's one of those things that if it's not done properly, it could be a problem. I will tell you as a lawyer, you know, there's
10:47
It shouldn't be too terribly challenging. If it is, then that might be a sign of a bigger problem. I mean, I think it's important for a practice buyer to have their lawyer prepare the initial draft of the agreement. know, it's something that we feel strongly about. I think there are a lot of dentists that feel, you know, that it's counterintuitive to some extent, I realize that it might be cheaper or better for them to allow the seller to prepare the initial draft of the agreement.
11:17
But it's the buyer that needs the protection in this deal. And it's the buyer's lawyers that are going to need to do what needs to be done after the agreement is signed to get you to the closing. And for us, it's always easier and faster and turns out better for us to use our documents to protect our buyer clients than to have to work off of somebody else's documents. And I think one of the best examples, I think,
11:46
to show you kind of why that is. mean, think about this as a seller and a seller's lawyer, how would you draft the covenant not to compete in an asset purchase agreement if you represent the seller? mean, anything that you do that really has teeth and really gives the buyer protection is just bad for your seller client. So, I mean, I think that really exemplifies why it's better to have your buyer as a buyer, your lawyer.
12:15
the draft and most lawyers are charging on the basis of an hourly rate and so time is money and if it's more efficient for your lawyer to do what needs to be done to protect you then that's what should be happening in these deals. like that comment Rob because I think that I get a lot of this with my buyers, my clients is like well I don't really want to get my attorney involved because the
12:44
clock starts ticking and they get like nervous about using their attorney. they made a good decision in getting an attorney involved and then they start getting protective of that attorney's time. But I think what you just said nailed it. I'll reiterate it in a different way by having your attorney draft the purchase and sale. They're going to be very comfortable working with their document. So wouldn't it make sense that that would save you time through the process? Is that ultimately what you're saying?
13:15
Absolutely. absolutely. And Michael, and then, you know, kind of that manifests itself in other ways too, as you say it that way, because it's really the whole process works better if we're allowed to manage it and deal with there's one channel of communication where our clients try to do things and, know, and they're well intentioned to stave off issues or.
13:39
have conversations with the seller, they think that they're solving problems, they don't realize a lot of times they're creating problems. And if we're left to our own devices, we know how to run a deal, we know what needs to be done and when, and we can just do it. When we have to try to put the genie back in the bottle, so to speak, that's where things start to get bumpier, that's where things start to get more costly and more problematic. So for us, if somebody says,
14:06
Hey, you tell me what to do, you take ownership of this, then that's in a better position. Now that's not to say that we don't want our clients to have their head in the game. We want them to be focused. We want them to be reading what we send. We want them to ask questions. We want them to be informed. We want to counsel them. It doesn't mean that they just sort of piece out and say, Hey, you know, they're doing it and I'm not worried about anything. Like we still want them to participate, but it is more efficient.
14:36
and it'll turn out better too. I I always analogize it when I talk to new clients of this issue, it's just like the dental profession. Do it yourself right the first time and it will go faster, it will be smoother and it will turn out better. Try to fix somebody else's bad work, takes longer, it's more aggravation and takes more time and doesn't turn out as well. like,
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where's the upside to that? So it's an important thing. And I will say also, it goes beyond just the document itself. For us, our document is also our roadmap to get a deal done. And it may not be obvious to the people that are reading the agreement for the first time, but we have processes baked into that document as to what we need to do, what we need to deliver, what we need to get.
15:33
that makes it a lot more efficient for us on our end than if we're trying to basically work with somebody else's set of rules, so to speak. I want to transition. You said something that was leading me directly to my next question. it is, I oftentimes find myself, you know, as the buyer's rep, I'll find myself in an A role and then a B role. And when it gets to the
16:00
legal process, I'm in a B role at that point. You're the A, you're in the A role or whatever quarterback running back, right? I'll go to the running back position. You're the quarterback when it hits legal. And I don't, I don't like to helicopter anybody in that process as a consultant because naturally that's your game. But I do get clients, two different clients. I get the clients that read every sentence and critique your work to the T and almost
16:29
drive their, frankly, their bill up and create all kinds of chaos to the seller and the seller's attorney. And you're trying to maintain those expectations also, but also you're trying to please your client. And then I get the other client that is literally not not even involved at all. And it's like, dude, you got to read this stuff. And they'll send it to me. And I'll be like, Okay, I know what this says, I can read this, but you need to read like,
16:59
Only you are going to care about this deal more than everybody else. You care about it more than me. You care about it more than Rob. It's your life. You know, and so those are the two profiles. Yep. Walk me through the dangers of both of those profiles. Well, I'm going to say that happily, Michael, there is a third profile, which is the happy medium. Of course, of course. Thankfully, they're not all at those extremes, but we deal with those extremes as well.
17:28
I mean, I think to the sort of we'll call them the micromanager. mean, again, we like people to have their head in the game, but realize as a legal consumer that sending a one sentence email that is an open ended question that calls for a long narrative is not necessarily in your best interest. know, like, you know, they're
17:54
And there's a lot of things obviously that get done by email today. I'm not going to sound like a Luddite and say that technology is bad. mean, there's definitely good uses for technology. And there's a great time to reach out to your team via email. And there's certain questions that are appropriate for email. But to ask an open-ended question as to why does the agreement, why is it important for the agreement to have a covenant not to compete? mean, somebody could write an entire book about that.
18:24
Michael, you know, like, and so you don't want to ask questions that invite an hour long written response. You know, I think a lot of times it's better to say, Hey, I have a lot of questions about this. want to go through a number of things. Can we schedule a call and let's talk about that. And then, you you can rattle off 10 things, maybe in 20 minutes that, you know, could take hours literally of the back and forth that, you know, it's just not efficient.
18:52
for anybody. we don't like necessarily doing that either. I think a lot of people have this misconception that we get really psyched when it takes more time to do something. We don't, even though we are paid on an hourly basis, we like dentists would prefer things go smoothly and efficiently. like brain damage in any way is not our preferred course. I think being mindful that you don't wanna send, get into this sort of like,
19:20
back and forth email exchange where there's like, you know, this open ended eight, 10, 12 messages going back and forth to your lawyer. It's just not efficient for anybody, know, save them up, you know, try to get, you know, a conversation where you can talk about those things, try to be a little more economical with how you, how you're pinging your, uh, your team. So that's perfect. What about the dangers of folks that have
19:50
no hands on. We just talked about the person that's extreme, like getting into the weeds and creating chaos for both sides. What about the other extreme? Totally. Look, we are here as consultants. You and I, we're in the same business in this regard. I happen to be consulting on legal issues. You're consulting on business issues. But we are only as good as the information we get, understanding our clients,
20:20
what's important to them and why. And to the extent they're focused on the deal and they're able to communicate that to us, then we're able to serve them better. And what's good for Dr. Smith is not necessarily good for Dr. Jones, what Dr. Johnson cares about, Dr. Lee may not give two roots about. So it's important to communicate and for us to understand kind of where they're coming from.
20:47
And, I'm going to take this a step further, not to sound like, you know, an alarmist with this, but I will tell you, you know, we help people with transitions. We help buyers, we help sellers, we help people with startups, we help people with partnerships, we help people with employment agreements. We counsel people on HR things. We see kind of the whole dental legal business world. No good ever comes to the practice owner who is completely checked out.
21:15
from the affairs of their business. So the people who, you know, end up being victims of fraud within their office, they have other problems that are business problems where they weren't focused on what was going on in their business. They have problems, you know, like it's no secret that, you know, the office manager steals from the person who has given them the opportunity to steal from. So I...
21:43
Just going to go out sort of take a flyer here, Michael, if you're that kind of person, you're that uninterested in this part of the process, you you may want to take a big step back and see, you really going to be interested in being a practice owner and doing all the things that you need to do to keep your eye on the ball to be successful? I couldn't echo that more, Rob, because I'm not going to lie. I've had clients, absolutely, that I sat there and thought,
22:11
They hired me to pretty much do this whole thing and I want them to have more involvement. I'll do my job because they've hired me to do that. But in the back of my mind, I'm thinking, why are you going through this process? it because your buddy is the owner? It's okay to be an associate. It's absolutely okay to be an associate. if you have the aspiration, we are so pro ownership.
22:40
everything that we do at Next Level and this podcast is is hope is helping to promote the the person that wants to get into ownership. But it's also okay not to to get into ownership. And you really do have to to grab the bull by the horns. And so there are those two extremes. I'm glad you brought up Yes, of course, there's that happy medium. And so I tend to be extreme and extremist, Rob, just to prove a point. I think everybody knows that about me.
23:10
But yeah, I get very frustrated when people don't grab the bull by the horn. So thank you for that. I've got two more things I want to cover in this episode. And we've got good time here. One question that I have, kind of similar to where we just landed, is I find that, and I work with attorneys all over the country, and I find that here in Seattle, in the Pacific Northwest,
23:39
We tend to be purist. Our contracts are very, very detailed, almost outlining every single thing. And then I'll go to like an Arizona state where it's very DSO friendly and it's like the contracts are much shorter. And so I'll just kind of see that. And you've got to see it too, cause you work all over the country. And so here's my question is, are you philosophy wise? Where do you, where do you sit at? Go in with a lot of detail upfront.
24:08
to make the deal go faster and outline everything or keep it open ended so that there's a lot of interpretation. I get that a lot and I'm curious from you, Rob, what's your approach, what's your philosophy at the firm? Well, this is going to be the theme of the show, Michael. I like the happy medium, right? I like the letter. No, you're being such a politician. No, I'm joking. You're right. There is a happy medium and I tend to go extreme, but let's talk about both.
24:38
Yeah, I mean, the contract itself should be detailed. There's no doubt about it. mean, any agreement that two people could look at, two reasonable people could look at and come away with a different interpretation as to its meaning is a bad agreement. I mean, and that's a ticket to a lawsuit. Two people interpret a contract differently. That is also known as a dispute, a dispute that may make it to court, a dispute that may not make it to court.
25:08
That's to be avoided. And frankly, in this dental world that we're in, there's no reason for it. There's nothing that should be left to chance. And we feel strongly about having our processes and jumping on the important things early to avoid problems and surprises down the road. So whether you're talking about lean searches, making sure that there's no idle loan that's a lean on the practice, PPP issues, what does a third party lease look like? Has the practice
25:37
If it's a PPO heavy practice, is your buyer client credentialed with those as an in-network provider at closing? Like we'd like to get out in front of all those things. None of these things, Michael, are surprises. You know, like we do enough of this. We know what needs to be done at the end. It's boilerplate, right? Yeah. It should be, right? And then, you know, it's like, you know, having that outline instead of like a boilerplate, think almost a better way to put it is just an outline of what needs to be done.
26:06
then there's actually doing it. And if you do enough of these and you've been doing it large enough volume for a long enough time, you know kind of what to look out for. And look, there's weird stuff that comes down the pipe all the time. We add it. That's like, wow, who would have ever thought that happened? That's one in a thousand. Literally, we've done a thousand of these. That's never happened. Add it to the in the industry for 15 years and it blows my mind that I can run into a scenario that's never come up. How's that?
26:35
That happens in your world all the time too. Yeah. Yeah. Well, not all the time, but from time to time, know, and, I think that's one of the things that people have to realize that they're buying when they hire a consultant is you are getting advice and the advice is coming from somebody who's experienced and through that experience, that person has experienced sort of the good and the bad of others. So, you you have the ability to leverage, you know, everybody else's good and bad decisions.
27:04
and that's the advice you get. I would say just generally though with agreements our philosophy is really to try to come up with a contract and a deal that is good for both parties and I hate to say it's win-win because that's just so trite so many people throw that out but we do talk about practice transitions.
27:30
You this is, you're selling a dental practice, you transition a dental practice, you buy a liquor store, right? You sell a furniture store, right? But you transition a dental practice. whether you're talking about the sale or purchase of a practice or a buy-in or any kind of partnership, and frankly, Michael, any relationship for that matter, where there is a winner and a loser, that will generally be a bad relationship.
28:00
Again, practice transition, partnership, attorney, client, a husband, a marriage, take your pick. Any of those arrangements that has a winner and a loser is doomed to fail. And because eventually the loser is gonna wake up and say, why am I losing here? So when it comes to documents, we try to protect our client as much as possible, but we don't try to do it
28:29
to quote unquote, win the agreement to put the other side in peril. And I will say that, you know, that always used to be the case with these types of deals that we're talking about with dental practice transitions. And I've been representing dentists for 27 years. And however, in recent years, and especially in the last two years, the proliferation of DSOs and corporate buyers has really changed
28:57
that mentality in a lot of settings and in those groups you really find that they are looking to quote-unquote win the deal, win the contract and as a result, there's a lot of really bad stuff in their agreements and so that's not just in a transition agreement either, associate agreements too. Like the old school, old days of the five or six page owner-operator agreement that was reasonable and fair for the associate
29:25
has turned into this like 20 page potential house of horrors for a young associate that has the ability to stymie their ability to transition into practice ownership, you know, in terms of notice periods, required terms, unreasonable covenants not to compete, that has just really changed the point where it's like, congratulations, employer, you quote unquote, won the deal, you know, but at what cost. that's our mindset. I mean, that is kind of the
29:54
owner operator mindset. I I think most of the people that are in the space that represent owner operators kind of play under, you know, in that game and that sandbox. But, you know, I'd be lying if I said that the other crew isn't very involved in our industry too. And with that involvement, sometimes that stuff even trickles down to the owner operator deals as well. Yeah, I like that you're delineating that. You're right. I mean,
30:24
It's almost become predatory in a lot of ways. It's sad. My hundred deals in the last two years, all private practice. And I'm proud to say that. That doesn't mean that someone's terrible for working with the DSO, but just big picture. I'm pro ownership, pro private practice. We're trying to help clients get into ownership the right way, be better.
30:54
business people and agreements are such an important thing to that process, whether it's all the way from associate contract, which you outlined all the way through purchase and sale and so on. Ironically, I did a deal, we bought a practice from a DSO two years ago, and we got to experience the seller being that way and
31:21
It was really interesting going through that legal process and, how they looked at certain things. And folks, I will say where there's smoke, there's fire. Because once something looks different than the outline that Robert just said, so follow your attorney's advice in that, in that like when he outlined something and, this is the standard, but they're asking for this and it's completely different.
31:50
where there's smoke, there's fire, because we found after the transition that, okay, we conceded a little bit on a particular point, and ironically, post-sale, that was exactly what the problem was. So you can really smoke that out. And so I actually wanted to ask Rob this today, kind of finishing up this last topic, is like a lawsuit. Let's talk about like the worst case scenario, okay?
32:19
I find myself in a situation where the agreement that you help people put together protects us from a buyer's perspective to the T. Like if you're working with a great attorney like Robert's firm and all of his wonderful attorneys, they're going to protect you from soup to nuts. But then the question is lawsuits afterwards. Like let me give you an example. We found a lot of things going on.
32:46
with the ARs. ARs are a common lawsuit situation. We found that they did steal some of our team members, just deliberately solicited. We found they took a couple of censors after the fact, just stuff where they blatantly broke the contract. Okay? It was in the contract. We have an argument. But the question for these private practices post-sale is,
33:14
Do you take someone to court over $10,000? That tends to be a very frustrating thing as a consultant post-close, as we help doctors all the way through. And it's like, well, crap, are we really going to take this person to small claims court? We're going to win, but we're going to win $20,000 or something, and it's almost not worth it. What are your thoughts about that, Rob? I'm sure you've been into some of these legal disputes, and is there really a winner going down that path?
33:42
knock on wood, it's very rare that we have that in our deals. Very, very, very rare. I think most of it can be headed off. There are no winners in litigation ever and so it should be avoided at all cost. It's really, I would say, just at the outset, it really depends, Michael. It's a case-by-case basis.
34:06
But some things to think about, if you're in a fee for service practice or you're buying a fee for service practice, litigating with the seller may not be the greatest business plan for your practice transition. If it's a PPO based practice, it doesn't matter as much. You want to make sure that the agreement itself has language in there that allows you to recover your attorney's fees.
34:32
if you prevail in that litigation. That should be, you know, as a matter of course in all these documents. And if anybody, any seller wants to try to negotiate that out of the deal, that's a huge red flag. But you should be able to get your legal fees. But even if you get your legal fees, that means you know, a court would award those legal fees, maybe if you prevail, doesn't mean that you would get all of them. And then on top of that, you still have to collect the money. So even if you quote unquote, win the lawsuit,
35:02
The next step is collecting the money and is there going to be anything there to get? Is the seller, the practice entity, such that it no longer has any assets? Was the seller's principal a party to the agreement or were they a party to the indemnification or the rep and warranty that may have been breached? All these things matter and factor into it. What can you possibly expect to get?
35:31
Usually, and I put that in quotes, the aggravation of collecting $10,000 doesn't justify collecting $10,000. You may occasionally see holdbacks where the seller doesn't receive all of the purchase price. That some things are escrowed for these types of issues.
35:58
that's become increasingly rare. it used to be, you would see it sometime, but in most markets around the country, you know, it's very much a seller's market. And so if a seller has five potential buyers, why would they ever agree to that on a particular deal? So, you know, but it does matter. It depends, you know, on a case by case basis. And if you get burned for a hundred grand, you know what, that might be time to think about, about some litigation. But
36:27
if so much of it really can be headed off by not just the agreement, but it's the management of the deal leading up to the agreement, the administration of the agreement and making sure that everything that's out there has been looked at, all the rocks have been overturned and you've done what you need to do to try to avoid that situation. Because anytime you go into a contract, sort of the ability to
36:57
litigated or identification of those types of things, that's a last resort. And I like to tell people like if you don't trust the other person on the side of the deal or their red flags that are out there, there's nothing in that contract that I can write to make an untrustworthy person trustworthy. Well said. I don't have that power. I wish I did. And if I did, I would double my rates.
37:25
These documents are the ticket to the lawsuit, so to speak. it should be the fallback, not the, hey, don't worry about it. If it's wrong or bad, we'll just sue them. No, that's not the right mindset. Yeah. In fact, like you said, you started off with worst case scenario at all costs, avoid it. It's like war.
37:50
You don't want to do that if you can work through it. We just came off of Shark Week with all of practice brokers being interviewed. And even before all of those interviews, we talked about how to find practices without brokers. And I would say that in the times that I've had issues where we were protected, but we just didn't want to go down the path of litigation, practice broker played a really cool role in helping
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A seller not make the wrong decisions post close and and that that should be talked about like that that practice brokers can actually be advocates for the buyers because again to reiterate and say it again, you've heard folks. You've heard it throughout the entire process here is that we are doing transitions. We are transitioning businesses. This is a business of passing goodwill passing team passing.
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passing patients. And so it's still very much that even though the DSOs are kind of messing it up, like you said, but it still is the majority is still like that. And the practice brokers also want the buyer to be successful because they want you to call them and sell their practice someday. And so just big picture, this is still very much a relationship business. I love that about us.
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Between all of the professionals, they can help mitigate these lawsuits. I will also say again, that having all of these professionals, I've said it before, I'm picking a percentage out of the air, but your professionals, all the people that are gonna help you can mitigate risk, maybe 50%, 40 % of the risk of the success post-close.
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Rob's going to do his job. I'm going to do my job. You're going to know the CPA is going to do their job. The bank's going to do our job. At the end of the day, you still have to pick up the hand pieces and deliver a great skill and a service, connect with the patients, do a great job with the team, make everybody feel great after transition. At the end of the day, we can only save the deal so much. And to Rob's point, the seller
40:08
the seller can be a jerk and we can't change that. You know, but there's only so much. So there's always going to be risk in the deal, bottom line. But the goal with all these professionals that you hire is to mitigate risk. There's always going to be risk, bottom line. So with that being said, Rob, final thoughts. I really enjoyed our conversation and it's a good thing you did throw out that, that, that, uh,
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that consent in the beginning because I really asked you some tough questions. So you did a great job handling it. Any final thoughts? I I really appreciated you being on here. Any last minute things, golden nuggets you'd give my followers? Yeah, I think kind of tagging along on that sort of the importance of being engaged and involved in your practice, not just being checked out and advocating responsibility.
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owning your own professional practice can be a very rewarding, cool thing. know, and I have had my practice now, it'll be 25 years in July. I can't say that every day is the most awesome day, it's, you know, I'm glad I did it and I enjoy doing it. But it's a tricky thing to run a professional business, a professional practice business.
41:30
know that every day you're going to be dealing with that somewhat competing interests of running a business and rendering professional services. And that's a big challenge. And some days you're going to do better at it than others. you can't just be a, if you're a practice owner, you can't just be a dentist or you can't just be a business person. And it's a challenge that
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presents itself to me on a regular basis. And it's a, in some days, like I said, you're better at than others, but realize that both of those components are important if you're going to be a practice owner. And it's something that you will practice and work on on a regular basis. Don't be hard on yourself when you make a business decision that's not maybe the best, or if something clinically isn't the greatest thing that you've ever done.
42:27
I think you have to be kind to yourself and know that that challenge exists. And it's something that you will work on throughout your practice ownership journey. And I think, but it's a great thing. And despite all the chicken littles running around out there saying, the world of the owner or operator owned, dental practice is gone. DSOs and corporations are here forever.
42:56
I'm not buying it. I I was representing dentists in the early and mid 90s when there were a lot of IPOs that were out there and dentists and dental practices were being rolled up. And then one day market conditions changed and they all went away. That's not going to happen now. mean, DSOs have penetrated the space to a point where they're not leaving one day. But by the same token, I don't see a world that no
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private ownership of dental practices exists in. So, you know, encourage everybody to evaluate it. And if it's for you, great. And if it's not, as you said, Michael, you know, it's fine to just be a dentist to be an associate. And there's plenty of opportunities for folks out there for that as well. I couldn't have wrapped up an episode better. You just heard it from a legend in the industry, advocate of you all.
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And thanks, Rob, for being on the show and giving us these tips and tricks and giving back to the industry. I just want to remind everybody below in the show notes, we're going to have all of Rob's contact information. Again, reminder, yourdentallawyer.com. You can get ahold of Rob himself and work with his great team. The other plug there is The Dental Amigos, a great show. I've listened to it many times.
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This makes us partners. thanks again for for giving us your time today and no folks. He's not going to send out bills to everybody. This was all for you guys. This was all for you. So thank you, sir. We appreciate it. Thanks for having me, Michael. I will say one of the great things, too, about the podcasting world is I truly believe there's no such thing as competition in the podcasting space. You know, it truly is. It's not the.
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the brotherhood and the sisterhood of people sharing ideas and doing things. And hopefully that never changes in the podcasting world itself. It's been a blast being on here. I appreciate the opportunity and thanks so much for having me. You're the man, buddy. All right, we'll talk soon. Thanks again. Thank you. Tune in next time for another truth-filled episode of Acquisition Unscripted. We want to hear from you. Interact with your host, Michael Dinsio.
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