Due Diligence: A Critical Component of any Transaction
September 6, 2023 | Benjamin P. Malerba | Douglas E. Menikheim | Sean N. Simensky | Health Services | Corporate

In our previous article, we detailed the role and importance of the letter of intent (LOI) in establishing a framework for selling a dental practice. Now we will discuss the next step in the transaction – performing due diligence.

Due diligence is the process through which each party evaluates the other party(ies) to determine whether

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Letters of Intent – Negotiating the Framework of Your Transaction
July 27, 2023 | Benjamin P. Malerba | Douglas E. Menikheim | Sean N. Simensky | Corporate | Health Services

In our last installment, we discussed some of the initial steps involved in the process of selling a dental practice, including preparing your practice for sale and finding a potential suitor. Specifically, we described ways in which sellers can find potential buyers and work with advisors and brokers to evaluate the best fit. In this

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Contemplating Selling Your Practice? Consider These First Steps
June 26, 2023 | Benjamin P. Malerba | Douglas E. Menikheim | Sean N. Simensky | Corporate | Health Services

In our last installment, we discussed that the dental services industry has undergone large-scale consolidation in recent years, primarily driven by Dental Services Organizations (DSOs) and private investors. We described what a DSO is and why it is a prevalent vehicle through which private investors are seeking to consolidate the dental services industry. We also

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Sinensky Discusses the “Great Resignation” and its Relation to Increased M&A Activity
May 22, 2023 | Avi Sinensky | Corporate

Avi Sinensky authored the USLAW article, “Great Resignation Spurs Spike in M&A Activity.”

The “Great Resignation” refers to the uptick of employees who left their jobs from 2020-2022. While many factors contributed to the volatile job market, one unexpected outcome was an increase in record-breaking M&A deals. Stakeholders and C-suite executives alike are attempting to

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NY Enacts Scaled-Back Version of Hochul’s Health Care Transactions Proposal
May 4, 2023 | Benjamin P. Malerba | Jeffrey Ehrhardt | Corporate | Health Services

Following extended New York State budget negotiations, lawmakers have enacted a significantly modified version of Governor Hochul’s proposed health care transaction review bill, which we discussed in prior posts, here and here.

The bill, as originally proposed, included a comprehensive Department of Health review process, and required the Department of Health’s pre-approval to close certain

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DSOs: An Option Dentists and Dental Practices Should Consider
May 3, 2023 | Benjamin P. Malerba | Douglas E. Menikheim | Sean N. Simensky | Corporate | Health Services

As a dental professional, you are likely aware of the surge of consolidation that has been affecting the industry for the last several years, which has mostly been driven by Dental Services Organizations (DSOs). This consolidation has not only created significant financial opportunities for investors, but it has also created additional financial and exit opportunities

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U.S. Supreme Court: Debts Due to Business Partner’s Fraud Non-Dischargeable
April 26, 2023 | Stuart I. Gordon | Matthew V. Spero | Alexandria E. Tomanelli | Corporate | Bankruptcy

Earlier this year, the Supreme Court issued a decision that all business owners should be aware of. The Supreme Court resolved a Circuit split over whether a debtor can discharge a debt incurred by a fraud committed by the debtor’s business partner or agent. In a unanimous decision, the Court held that such a debt

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The Three Big Words at the Center of the Twitter Saga
October 19, 2022 | Avi Sinensky | Corporate

Few M&A transactions have captured the public’s attention to quite the same degree as the ongoing saga surrounding Elon Musk’s bid to take Twitter private. What began as a simmering hostile takeover, evolved into a negotiated transaction that was then terminated by Musk and landed in the Delaware Court of Chancery for what looked like

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DOJ Issues New Guidance on Criminal Enforcement
October 10, 2022 | Geoffrey R. Kaiser | Compliance, Investigations & White Collar | Corporate

On September 15, Deputy Attorney General (“DAG”) Lisa Monaco delivered remarks announcing updated guidance on how the Department of Justice will be prioritizing and prosecuting corporate crime.  Her remarks were accompanied by a formal memo, titled “Further Revisions to Corporate Criminal Enforcement Policies Following Discussions with Corporate Crime Advisory Group” (  However inelegant the title,

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For Business Owners, a Shareholders’ Agreement Is Vital
June 13, 2022 | Avi Sinensky | Corporate

I love playing board games with my children and the games in our home have been known to get pretty competitive. From time to time, a friend will join, and we always make sure all of the players have a clear understanding of the rules, both those included in the box or any “house rules”

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