Other Transition Services

Avvo® Review #63
December 1, 2013
"Robert Olson has been my attorney for several business deals. I’ve referred clients to him for years and appreciate his skill, care, and judgement in all things legal. Bob is a no-nonsense kind of guy who understands the nuances of successful mergers and acquisitions. He has that necessary quality, however uncomfortable, to sleuth out the potential problems or complications in a proposed transaction, and deal with them BEFORE they cause hardships. I’m a big picture guy so I need someone like Bob looking out for my best interests. Bob has, for many years, excelled in helping me prevent problems before they occur. Thanks for another job well done Bob!"

Associate Agreements

Recent changes in legal standards and tax enforcement have made it far more important to determine whether to treat your associate as an independent contractor or an employee. Treatment of confidential information, compensation formulas, division of lab fees, post-contract retreatment, and many other issues need to be considered and addressed.

Independent contractor and employment agreements for dentist and orthodontist associates, including legal consultation and document preparation and review, are available at flat rates. Revisions and negotiations after presentation to the other party are at hourly rates.

Confidentiality Agreements

Preparing or reviewing Non-Disclosure Agreements (as a prelude to a flat rate Letter of Intent or Dental Practice Sale) is available at an hourly rate (for review) or flat rate (for original draft). Payment is applied to the subsequent flat rate if you go forward with the transaction.

Confidentiality Agreements to inform staff members of their responsibilities to protect confidential practice information from unauthorized disclosure or use (e.g., financial, business, marketing, health, insurance, and professional transitions) are also available at a flat rate.

Broker Listing Agreements

Review and revison of listing agreements provided by your prospective dental broker is available on an hourly basis, Payment is applied to the subsequent flat rate if you go forward with the transaction.

I also work with dental brokers directly to draft, review and revise their own listing agreements, non-disclosure agreements, and letters of intent for presentation to prospective their clients and buyers, at hourly rates.

Tax Planning

Every document or agreement you enter has potential tax consequences. These consequences extend not just to the immediate transaction, but to future transactions, and in some cases even to retroactive taxation of an earlier transaction! There is also a multitude of non-tax considerations that intersect in unexpected ways with the convoluted world of federal, state and local taxes, and planning is absolutely necessary to avoid unexpected and unaffordable tax hits.

Discussion, review and planning for your transaction's potential tax ramifications is included in the price of all flat rate services. Other tax planning is available on an hourly basis. Tax planning discussions can cover federal, state and local levels of taxation, and include:

blueball  income, capital gains, sales and use, personal property, real property,
     property tax re-assessment, franchise, gross receipts, social security,
     Medicare, state disability, estate, and generation skipping taxes;
blueball  the various exclusions and deferrals that may be available, such as parent-
     to-child transfers, no business conducted, "no taxable event," independent
     contractor treatment, step-up in basis, and marital and credit and generation
     skipping exemptions; and
blueball  the various techniques that may be available to take advantage of those
     exclusions or deferrals, such as installment sales, tax allocations, transaction
     timing, step transactions, tax-free spinoffs and mergers, and personal
     retention vs. loan vs. contribution of assets.