Buying and Selling Medical Practices

Medical-practice transactions raise complex business and regulatory issues. Beyond purchase price and standard deal terms, parties must consider professional-entity structures, regulatory compliance, payer contracts, and the transition of patients and staff. DiTommaso Lubin, P.C.’s Business Purchases & Sales Practice Group represents physicians, practice groups, and investors in the purchase and sale of medical practices and related healthcare businesses.

Our attorneys bring decades of experience working with closely held businesses and professional practices, and we coordinate with healthcare regulatory counsel when necessary to address industry-specific rules.

Helping Buyers of Medical Practices

When we represent buyers of medical practices, we typically:

• Advise on structure, including whether to acquire assets, equity, or a combination, and how to address professional-corporation and corporate-practice-of-medicine requirements under applicable law.
• Conduct due diligence on financial statements, payer mix and reimbursement rates, patient volumes, referral patterns, and billing and coding practices.
• Review payer and hospital affiliation agreements, managed-care contracts, vendor contracts, and equipment leases.
• Analyze regulatory and compliance issues, including prior audits or investigations, and coordinate with healthcare regulatory specialists where appropriate.
• Address transition of patient records, including HIPAA and privacy considerations, as well as communications with patients about the transaction.
• Negotiate purchase agreements and ancillary documents, including employment or independent-contractor agreements for physicians and key staff, and non-competition and non-solicitation agreements consistent with applicable law.

Helping Sellers of Medical Practices

For sellers, our work often includes:

• Preparing the practice for sale by reviewing governance documents, financial records, and contracts likely to be scrutinized during due diligence.
• Structuring transactions to allocate risk appropriately through representations and warranties, indemnities, and limits on post-closing exposure.
• Negotiating letters of intent and definitive purchase agreements, with careful attention to closing conditions, transition obligations, and any ongoing roles for selling physicians.
• Addressing issues related to the transfer of leases, equipment, and information-technology systems, including electronic health records systems.
• Coordinating closing and post-closing transition, including patient notifications and staff communications.

Disputes Arising from Medical-Practice Deals

We also litigate disputes arising out of medical-practice acquisitions, including:

• Fraud-in-the-inducement claims involving alleged misrepresentation of revenue, payer mix, regulatory history, or patient volumes.
• Claims that sellers breached representations and warranties concerning financial statements, compliance, or contractual relationships.
• Disputes over earn-outs tied to future collections or productivity targets, and disagreements about the operation of the practice post-closing.
• Conflicts over non-competition and non-solicitation agreements involving physicians and key staff.

Talk With Our Medical-Practice Transactions Team

If you are considering buying or selling a medical practice or healthcare business—or are involved in a dispute arising from such a transaction—our Business Purchases & Sales Practice Group can help you navigate the process.

Contact attorney Peter S. Lubin or attorney James V. DiTommaso for a free consultation.

Call 630-333-0333 or reach us through our online contact form.

This page is for informational purposes only and does not constitute legal advice. Contacting us does not create an attorney–client relationship. Past results do not guarantee a similar outcome.