Shareholder Agreements are for the use of partners forming a single entity to control the partnership and therefore many, if not all, of the issues found in a partnership should be contained in a well drafted shareholder agreement.
Our philosophy is simple: Keep the doors of communication open between the shareholders. As a result, our shareholder agreements focus on putting every potential conflict down on paper so that walls are not built up between the shareholders of the dental practice(s). We have found during our three decades of representing dentists that shareholder agreements (and partnership agreements) are like a marriage and must be treated like one. They require constant work, communication and openness to survive. Some of our most successful and happiest clients are involved in shareholder/partnerships; however, most of the litigation brought to our law firm is a result of shareholder/partnerships not having a written, comprehensive shareholder agreement in place. As a result, as time goes by, anger, frustration and, ultimately a desire for revenge begin to consume the shareholder(s) of the partnership.
Our representation goes well beyond the formation, drafting and finalization of the shareholder agreement in that our representation focuses on the unique individual members of the shareholder agreement and meeting with all the interested parties to develop a common set of goals, beliefs and desires in attempting to create a shareholder agreement that is as unique as the individuals themselves. Some of the important areas that our shareholder agreements cover are:
- Buy-sell rights;
- Disability – what happens in the event of disability;
- Death – what happens in the event of death. How do we protect the estate of the deceased dentist and how do we protect the surviving dentist(s) from financial hardship?
- Compensation scenarios – unequal production numbers, unequal treatment days, cost control for procedures, etc.
- Majority/minority rights;
- Financing issues;
- Proper entity formation for the partnership;
- Competing individual shareholder dental practices – how to protect the dental practice from the individual partners competing business interests