Dental/DSO M&A
We counsel our dental clients in all aspects of the buy and/or sale process involving dental practices. Our intimate knowledge of the dental industry positions us well to represent either the buyer or seller of a dental practice or the dental practice assets. This may include the sale of patient records, one individual dental practice, a group of practices. As with our M&A practice generally, we are engaged and prepared to cover the full spectrum of negotiated and contested situations, including advance preparation/diligence for prospective targets, asset sales and purchases, mergers, corporate governance advice, joint ventures, leveraged buyouts, private equity, stock sales and purchases, asset sales and purchases, and equity and debt offerings. Benesch’s high degree of sophistication and expertise reflects the decades that our dental attorneys have spent doing deals across the United States. Together with our high client service standards and entrepreneurial tradition, we can provide advice and assistance to our clients on a cost-effective basis.
Our team has completed hundreds of purchase, sale, minority investment or joint venture transactions in the past several years. Many of these have involved businesses where we have been involved in creating the sell-or buy-side strategy in concert with the company’s financial advisor/investment banker. We understand the importance of moving the deal forward, subject to potential regulatory constraints; each transaction has a pace to it that is important if momentum is to be maintained and positive results achieved.
As an experienced “deal shop,” Benesch adds value by understanding and addressing objectives quickly and efficiently, thus reinforcing a virtual ongoing “best practices” system. We believe that our ability to add value in these ways along with our responsiveness and our business-minded approach, distinguishes Benesch from other firms.
Our dental attorneys and dental team are then well positioned to handle all aspects of the buy and sale side, including tax, employee benefits, labor & employment, and real estate/environmental matters that commonly arise in the dental buy and sale transactions.
Tax
The team of tax attorneys at Benesch provides direction in navigating the complexities of taxation indicated by the transaction. We are knowledgeable in addressing various tax-related issues which can effect transactions, such as availability of tax deferral to sellers; use of limited liability companies, joint venture entities and partnerships; and implications of financing structures on buyers, sellers, prospective investors and lenders. We have extensive experience in partnerships, limited liability company formation and structuring. In every transaction, it is the goal of our team to consider and minimize the impact on our client’s tax costs.
Employee Benefits/ERISA
The outcome of M&A transactions is often influenced by the employee benefits and ERISA issues which arise throughout them. During the due diligence phase of transactions, Benesch’s employee benefits team is engaged in order to identify possible benefits liabilities, negotiate relevant transaction documents and assist our clients in a variety of transition issues. From drafting equity participation agreements and golden parachute agreements, to analyzing potential income and tax implications, our attorneys take the time to understand the unique employee benefits implications of each transaction.
Real Estate & Environmental
Real estate is a common component in the financial and strategic portions of M&A transactions, whether it is a real estate purchase, lease, or the necessary due diligence that comes with each deal. Benesch’s team of real estate attorneys counsels clients through the complexities of joint ventures, private placements and public offerings, ground lease financing, mortgage loans, mezzanine debt and securitized assets.
M&A transactions can involve environmental and compliance challenges which require practical solutions. Compliance counseling requires a thorough knowledge of existing environmental regulations, laws and regulations in the pipeline, and the marketplace responses to perceived environmental problems, particularly those not yet regulated. Benesch’s knowledgeable team of environmental attorneys works closely with our clients on matters involving regulatory and environmental issues, and helps to attain and maintain compliance throughout M&A transactions.
Labor & Employment
Benesch’s Labor & Employment Practice Group provides a full range of services to clients on a national basis. From counseling clients on daily employment issues to the handling of the most complex litigation, our Labor and Employment lawyers have the experience, skills and commitment to service your needs to minimize the risks inherent in today’s workplace. We are actively involved with many clients in the public sector as well as industries such as retail, automotive, health care, manufacturing, trucking, technology, food and beverage distribution, industrial product distribution, professional services and banking, and investments.
In each transaction, we provide our clients with an evaluation of the risks and rewards, advice on which concerns are most important, and a deal completed to your maximum advantage. We are also available to assist clients with tax structuring, equity incentive plans, management arrangements, employment agreements, lease relationships, acquisitions, recapitalizations, dispositions management agreements, asset sales and capital formation matters.
How We Work with Opposing Counsel
We protect our clients’ interests and understand what is important to our clients in terms of protection and level of comfort. We believe in taking fair, middle-of-the-road, and not extreme positions in recognition that you will be partners with counterparties in deals, although we will follow your lead. We believe this approach creates efficiencies that are both appropriate and necessary in the context of building a robust, acquisition-oriented platform. We understand that once a transaction is done, a mutually beneficial ongoing relationship will be critical to maximizing the result of the deal. While being a strong advocate for our clients, we are very cognizant of this relationship going forward.
