A lawyer’s primary role in a veterinarian practice transition is to protect their client’s interest, whether they represent a buyer or seller. Most importantly, its important for a lawyer to ensure that the language in purchase documents actually match the spirit and intention of the deal. No one ever expects that a transition will lead to litigation, but if one party misrepresents key facts, or fails to fulfill a responsibility, it can create problems post-closing. Things can be overlooked by a client when they’re thinking about the money or opportunity, but it is usually weeks or months after closing that the real problems arise. Without a complete purchase agreement that contemplates these issues, post-closing disputes have no teeth or remedy.
A lawyer should also be the leader of the transaction to ensure that it moves efficiently and without interruption. A typical transaction involves at least 6 parties – the buyer, the seller, a practice broker, a lender, a practice consultant and a CPA. Sometimes, it involves more than that (not to mention spouses, employees, and patients). Each of these parties have multiple things occurring at once and while deadlines are flexible in general, lending puts the most pressure on a deal closing due to interest rate locks.
A lawyer should also be a mediator. At times, hard conversations must occur. Whether it be about the structure of the deal, the transition period, post-closing obligations, or otherwise. A lawyer can step in to help find middle ground or the lawyer can be the “bad guy” that the client needs to use to explain a position or proposal to the other party.
