We prefer to work collaborativly with the Buyer & Seller in a non-partisan role as a mediator / consultant / educator in order to inform both parties of the advantages and disadvantages that each issue presents, enabling them to make informed decisions.
We begin with an Engagement Letter, which requests certain information required to complete the Practice Appraisal, as well as create a baseline of terms and conditions for the general transition plan. The Appraisal determines the Fair Market Value in order to set the Purchase Price and Tax Allocation for the transition. The Seller will have a chance to review the Practice Appraisal before a copy is sent to the Buyer to ensure the Buyer is receiving only accurate information.
Once both parties agree to the Purchase Price and Tax Allocation, we will arrange for our attorney to prepare first drafts of the transition documents. These are working documents meant to spark discussion and actively engage both parties in the negotiations. The Buyer and Seller are to read through these drafts thoroughly and respond with any questions, requests for clarification, suggested alterations, revisions or deletions, etc. Once we hear from both parties, we would then respond and present second drafts. The process is then repeated until there are no more changes to be made and both parties thoroughly understand the documents and agree to the provisions. At that point, final documents will be bound and mailed for execution. The practice accountant and attorney are invited to provide input throughout the negotiations and drafting process.
If we are advising the Buyer alone, our process depends greatly on the Seller's attorney’s process. If the drafting attorney uses a Letter of Intent to define the overall transition terms, then we will arrange for an attorney to advise our client as to what the industry standard is for the specific situation and educate our client about the various options available in order to come to an understanding of what it is our client desires for the overall transition plan. We will then communicate with the drafting attorney to ensure that our client’s wishes are made known.
Whenever disagreement arises, there must eventually be compromise. We will advise our clients of any discrepancies, which party is being advantaged and how the other party is being disadvantaged and then advise our clients as to a possible solution to the dilemma. Then, we will communicate with the opposing attorneys to resolve the conflict and continue progressing toward final, execution documents.