Shareholder Agreements and Operating Agreements

Sansweet, Dearden and Burke, Ltd. (SDB) has significant experience with buy-ins to medical and dental practices. SDB structures and negotiates such transactions on behalf of the practice or “senior doctor,” as well as on behalf of the person who is becoming a new practice owner. Our firm drafts the required documents, such as partnership agreements, shareholders’ agreements, operating agreements, buy-sell agreements, and stock purchase agreements. SDB attorneys also draft and analyze documents for related entities, such as surgery centers and holding companies for real estate.

Considerations

Important issues to be addressed in these documents include:

• Purchase price for ownership interest;
• Payment terms;
• Income tax treatment;
• Net income division;
• Governance and voting;
• Indemnifications/guarantees; and
• Buy-out terms

Since we are very familiar with these types of transactions, we can not only make sure all the proper legal protections are in place, but we can also offer advice as to the practical business issues.