The old saying “a rose is a rose is a rose” does not apply to attorneys. And for good reason! Although an attorney should have a general working knowledge of several areas of law, no one legal practitioner can or should claim to be experienced in all industries. This is one of the many reasons why it is important to engage an attorney that has unique experience representing veterinarians in a broad range of corporate matters, including the formation of new practices and MSOs (management service organizations), associate buy-ins, practice mergers, acquisitions and sales, employment law matters, and real estate. There are over one million attorneys in the United States, and many would claim to have enough experience to handle your legal matter. However, below, we outline why it is so important to engage a legal professional with expertise and knowledge of the unique legal issues that arise in veterinary practice transactions. So, let’s dive in. What does it mean to hire the right veterinary lawyer, and what does that look like in the context of customary veterinary transactions?
The Right Lawyer for Your Veterinary Start-Up
Hiring the right veterinary lawyer means hiring a lawyer who provides comprehensive legal services that help guide practice owners through all phases of starting a veterinary practice. A veterinary client should have access to a wide range of legal services that will help establish the foundation for a successful start-up. These services include developing a business plan; obtaining financing; choosing and forming a business entity; buying or leasing real estate; and handling employment matters.
Hiring the right veterinary lawyer means hiring a lawyer who has both the industry specific legal knowledge and the business acumen to assist you in successfully buying, selling, or merging a veterinary practice, and achieving your objectives regardless of what side of the transaction you are on. Whether you are considering selling your practice, or buying a new practice, the right veterinary lawyer should provide guidance in connection with every phase of the veterinary practice transaction including navigating the due diligence process; preparing the necessary legal agreements; and negotiating the transaction terms with the aim of protecting your interests and advocating for your unique needs.
Hiring the right veterinary lawyer means hiring a lawyer with significant experience drafting and negotiating the agreements that are commonplace in veterinary mergers and acquisitions e.g. a letter of intent, which outlines the basic deal terms; a purchase agreement that will contain the sales terms, representations and warranties, and duties and obligations of the parties; a non-compete agreement designed to prevent the seller from competing with the practice; and an employment agreement(s) if the seller or his/her associates will be joining the buyer’s practice as employees after the transaction closing.
The Right Lawyer for Your Corporate Veterinary Transaction
Hiring the right veterinary lawyer means hiring a lawyer who understands that the veterinary practice landscape is being transformed by corporate-owned practices and corporate consolidation. If you are considering selling your veterinary practice to a management service organization (“MSO”), hiring the right veterinary lawyer means hiring a lawyer who is experienced not only in the veterinary space, but also in closing transactions involving MSOs. The right veterinary lawyer will have experience representing clients who have sold their practices to MSOs and will be highly skilled at negotiating the more complex terms of MSO transactions including indemnification escrows, and rights to rollover equity. Further, a veterinary attorney should have a deep understanding of the manner in which MSOs value veterinary practices and the factors that contribute to higher enterprise values.
The Right Lawyer for Your Associate Buy-In
Hiring the right veterinary lawyer means hiring a lawyer who understands that buy-in transitions require careful consideration whether you are a seasoned veterinarian considering retirement or a young veterinarian looking to join an established practice as a co-owner. An experienced veterinary legal team should assist you in every aspect of the transaction from determining how the deal should be structured (stock purchase agreement or membership purchase agreement) to negotiating basic terms such as sale price and financing. A good veterinary lawyer will understand that associate buy-ins are unique because they require the parties to consider legal issues beyond selling a piece of equity in the business. By way of example, the parties may need to negotiate new employment agreements; define appropriate restrictive covenants for a former owner(s); and agree to a new or updated shareholder or operating agreement that takes into account appropriate buy/sell provisions and exit strategies.
The Right Lawyer for Your Employment Contracts
Hiring the right veterinary lawyer means hiring a lawyer who has experience drafting employment agreements, revising the agreement to protect your best interests, and understanding all the terms of a veterinary employment contract. Employment contracts must be reviewed with an eye towards identifying areas of ambiguity or potential conflict that may lead to future litigation. Further, a veterinary employment contract should contain terms that address duration of employment, compensation, benefits, reasons and manner of termination, and restrictive covenants such as agreements not to compete, solicit, disparage, or breach confidentiality.
The Right Lawyer for Your Partnership Agreements
Hiring the right veterinary lawyer means hiring a lawyer who has experience negotiating partnership agreements. These agreements allow partners to clearly define their rights and responsibilities, which will go a long way in setting and managing partner expectations during the early stages of starting a business, and in avoiding future disputes. Some of the key terms that should be addressed in a shareholder or partnership agreement include ownership and voting rights; management of the company: finances; restrictions on transfer/sale; restrictive covenants; limitations on liability; indemnification; meetings of the partners, and dissolution (among others).
A Veterinary Lawyer at Mandelbaum Barrett PC is the Right Lawyer for You
Finally, hiring the right veterinary lawyer means hiring a lawyer who understands that every practice and every owner is unique, and has different needs and goals. The National Veterinary Law Group at Mandelbaum Barrett PC can service you in any of the matters listed above, and many more. We have the right veterinary lawyers for you! Working with the veterinary attorneys at Mandelbaum Barrett PC on your next veterinary transaction will instill confidence in you because we will be by your side at every step of the process, and our objective is to utilize our full-service platform to provide veterinarians and veterinary practice owners with the right services at every stage of their career and life.