Dental Practice Mergers, Acquisitions, Divestitures, and Affiliations
Due Diligence, Regulatory Compliance Requirements, Integration Challenges

Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
Intermediate
- work Practice Area
Health
- event Date
Tuesday, December 19, 2023
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
-
This 90-minute webinar is eligible in most states for 1.5 CLE credits.
This CLE course will guide counsel representing dental practices, dental support organizations (DSOs), and investors in evaluating the various transaction structures for buying or selling a practice, conducting due diligence, and meeting regulatory compliance requirements. The panel will also offer best practices for executing dental practice transactions.
Faculty

Specialty lenders, banks, secured creditors and private equity firms turn to Mr. Connor for counsel and representation in complex commercial financial transactions. He has extensive experience negotiating and restructuring asset-based and cash flow loans and other credit facilities for lenders, and he advises clients in transactions related to healthcare, manufacturing, consumer products and other industries.

Mr. Marks’ practice focuses on buy-side and sell-side private equity M&A, and he has extensive experience in healthcare and other industries. In recent years, Mr. Marks has played a key role in numerous middle-market healthcare transactions involving dental, dermatology, ophthalmology, optometry and optical, chiropractic and physical therapy, women's health, gastroenterology and other specialties. Private equity clients, investors and sellers value his counsel in recapitalizations, add-on acquisitions and roll-ups. Additionally, Mr. Marks represents private equity firms, investors and privately held companies in sales of portfolio companies and investments involving PE acquirers.

Mr. Scalzo focuses his practice on physician practice management companies, with a particular focus on dental support organizations (DSOs), representing large practice groups and DSOs. He represents private equity clients, portfolio companies and founder physicians and dentists in the formation, acquisition, growth and sale of physician group practices and portfolio companies in the practice management space. In addition to his legal practice, Mr. Scalzo presents regularly around the country on legal and regulatory issues affecting DSOs. Previously, Mr. Scalzo served as deputy general counsel and director of compliance and administration at a leading dental support organization, providing support and administrative services to nearly 50 affiliated practices across eight states. In this role, he managed day-to-day legal, corporate and compliance issues, including ensuring enterprise-wide compliance with corporate practice laws, HIPAA rules, Medicaid requirements and other state reporting requirements.
Description
Due to unprecedented investment and consolidation activity in the dental industry among dental practices and DSOs, some states have renewed and strengthened regulatory efforts. In contrast, other states have grown more welcoming.
Counsel for dentists, dental practices, and investors must understand the composition of the market and the different transaction structures available to determine which structure is most appropriate for their client's transaction.
Proper planning and structuring are critical to ensuring the success of the dental practice transaction. Counsel should consider several issues--including the corporate practice of dentistry and fee-splitting, HIPAA compliance, and noncompete agreement enforceability--when assessing whether to go forward with the transaction.
Listen as our authoritative panel of healthcare attorneys examines dental practice transaction structures, due diligence issues, and regulatory compliance challenges. The panel will also address integration challenges and offer best practices for executing dental practice transactions.
Outline
- Market conditions and dental practice transaction structures
- Due diligence issues/regulatory compliance challenges
- Corporate practice of dentistry
- Fee-splitting
- Medicaid participation
- HIPAA
- Changes in state legislation and regulation
- Common structuring considerations
- Earnouts
- Rollover and repurchase terms
- Minimum employment periods
- Sub-DSO structures
- Integration challenges
- Best practices
Benefits
The panel will review these and other key issues:
- What are the regulatory compliance requirements and key diligence considerations in dental practice transactions?
- What best practices should counsel employ when assessing which structure to use in a dental practice transaction?
- What are the common provider alignment options?
- What are the ongoing implementation challenges after a dental practice transaction?
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