St. Augustine Area's Largest Law Firm

Medical Practice Acquisitions & Sales Attorneys

Legal Counsel for Buying, Selling, and Transitioning Medical and Dental Practices Throughout Florida

Buying or selling a medical practice is one of the most significant financial and professional decisions a healthcare provider will make. Whether you are purchasing your first medical practice, expanding through acquisition, selling a practice you’ve built over decades, or transitioning ownership to the next generation, every transaction presents unique legal, financial, and operational challenges.

At St. Johns Law Group, we represent physicians, dentists, specialists, healthcare entrepreneurs, investors, and healthcare organizations in every stage of medical practice acquisitions and sales. Our multidisciplinary attorneys provide strategic legal counsel on transaction structuring, letters of intent, due diligence, financing, commercial real estate, employment matters, tax planning, regulatory considerations, and post-closing integration.

14 Attorneys and 300+ Years of Combined Experience
Douglas N. Burnett is a former Attorney for a National Medical Provider with Multiple Practices and over 200 Locations

Our goal is simple: protect your investment, reduce legal risk, and help you achieve a successful transition.

Comprehensive Legal Services for Healthcare Transactions

Medical practice transactions involve far more than signing a purchase agreement. Successful acquisitions require careful planning, detailed due diligence, coordinated negotiations, and experienced legal counsel throughout the transaction.

Our attorneys regularly assist clients with:

Buying medical practices
Selling medical practices
Dental practice acquisitions and sales
Physician practice acquisitions
Specialty medical practice transactions
Ambulatory surgery center acquisitions
Medical spa acquisitions
Veterinary practice acquisitions
Letters of Intent (LOIs)
Due diligence investigations
Asset purchase agreements
Stock purchase agreements
Financing documentation
Commercial real estate
Employment transitions
Restrictive covenant agreements
Closing coordination
Post-closing integration
Transition planning

Buying a Medical Practice

Purchasing an existing medical practice can provide immediate patient volume, experienced staff, established referral relationships, and proven operational systems. However, every acquisition also involves legal and financial risks that should be carefully evaluated before closing.

Our attorneys guide buyers through every stage of the acquisition process, including:

Evaluating the transaction structure
Negotiating the purchase agreement
Reviewing existing contracts
Coordinating due diligence
Identifying potential liabilities
Reviewing commercial leases
Assisting with financing
Preparing closing documents
Coordinating ownership transfers

We work closely with accountants, lenders, healthcare consultants, and valuation professionals to help buyers make informed decisions before committing to a transaction.

Selling a Medical Practice

For many physicians and practice owners, selling a medical practice represents the culmination of years of hard work and professional dedication.

Whether your goal is retirement, expansion, merger, or transitioning to a hospital system or larger medical group, careful planning can help maximize value while reducing risk.

Our attorneys assist sellers with:

Preparing practices for sale
Letters of Intent
Negotiating purchase terms
Practice valuation support
Due diligence responses
Employment transition planning
Restrictive covenant review
Commercial lease assignments
Real estate transactions
Closing coordination
Post-closing consulting arrangements

Beginning the planning process well before marketing your practice often results in a smoother transaction and stronger negotiating position.

Dental Practice Acquisitions

Dental practice acquisitions involve many of the same business issues as physician practice transactions while presenting unique operational considerations.

We represent:

General dentists
Orthodontists
Endodontists
Oral and Maxillofacial Surgeons
Pediatric dentists
Periodontists
Prosthodontists
Dental specialists
Dental Service Organizations (DSOs)

Our attorneys assist with associate buy-ins, ownership transitions, practice sales, commercial leasing, financing, employment agreements, and post-closing integration.

Letters of Intent (LOIs)

The Letter of Intent often establishes the framework for the entire transaction.

A carefully drafted LOI may address:

Purchase price
Transaction structure
Due diligence period
Financing contingencies
Exclusivity provisions
Confidentiality
Closing timeline
Real estate considerations
Transition services

Negotiating key business terms early helps reduce misunderstandings during the definitive agreement stage.

Pro Tip: Make sure the LOI specifically states that it is non-binding. Also, consider whether or not a Non-Disclosure Agreement (NDA) should be used from the very beginning.

Due Diligence

Due diligence allows buyers to understand exactly what they are acquiring before closing.

Our attorneys coordinate legal due diligence involving:

Corporate records
Financial statements
Tax returns
Commercial leases
Employment agreements
Physician contracts
Management Services Agreements (MSAs)
Professional Services Agreements (PSAs)
Vendor contracts
Equipment leases
Insurance policies
Litigation history
Intellectual property
Real estate
Financing documents

Identifying potential risks before closing often helps buyers negotiate better terms and avoid unexpected liabilities.

Asset Purchase vs. Stock Purchase

One of the first decisions in any acquisition is determining the structure of the transaction.

Asset Purchases

Asset purchases generally allow buyers to select which assets they acquire while excluding certain liabilities.

Common assets include:

Medical equipment
Furniture, fixtures and equipment (FF&E)
Patient goodwill
Intellectual property
Inventory
Trade names
Contracts (where assignable)

Stock or Ownership Interest Purchases

In a stock or ownership purchase, the buyer acquires the ownership interests of the existing entity.

This structure may preserve existing contractual relationships but often requires more extensive due diligence because the buyer generally acquires the business together with its obligations and liabilities.

Selecting the appropriate transaction structure requires careful legal and tax analysis.

Goodwill

For many healthcare practices, goodwill represents one of the most valuable assets being transferred.

Goodwill may include:

Practice reputation – key physician
Established patient relationships
Referral networks
Brand recognition
Operating systems
Community presence

Purchase agreements should clearly define how goodwill is valued and transferred as part of the transaction.

Earn-Outs and Contingent Payments

Some healthcare transactions include earn-out provisions that tie a portion of the purchase price to future performance.

These provisions may be based upon:

Patient retention
Revenue targets
Collections
Production levels
Provider retention
Future profitability

Because earn-out provisions often become a source of post-closing disputes, they should be carefully drafted to establish clear performance metrics and payment obligations.

Financing the Transaction

Healthcare acquisitions frequently involve commercial lending or other financing arrangements.

Our attorneys assist clients with:

Commercial loan documentation
Promissory notes
Security agreements
Personal guarantees
Banking transactions
Closing requirements
Lender coordination

Working closely with lenders helps keep transactions moving toward a timely closing.

Closing the Transaction

The closing process requires careful coordination among buyers, sellers, lenders, accountants, consultants, and legal counsel.

Our attorneys oversee:

Final purchase agreements
Assignment documents
Closing statements
Financing documents
Corporate resolutions
Bill of sale
Employment agreements
Restrictive covenant agreements
Escrow matters
Closing deliverables

Our objective is to ensure every document accurately reflects the negotiated terms while minimizing post-closing disputes.

Transition Planning

A successful closing is only the beginning of a successful ownership transition.

Transition planning often includes:

Patient communication
Employee retention
Physician consulting arrangements
Practice management
Vendor transitions
Commercial lease administration
Ownership transfers
Business continuity
Integration planning

Proper planning helps preserve goodwill and maintain continuity of patient care.

Why Healthcare Providers Choose St. Johns Law Group

Healthcare transactions rarely involve only one area of law. Buyers and sellers frequently need guidance on business law, commercial real estate, financing, tax planning, employment agreements, restrictive covenants, asset protection, litigation, and succession planning.

St. Johns Law Group brings together attorneys with experience in each of these disciplines, allowing healthcare providers to receive coordinated legal counsel throughout every stage of the transaction.

Our team regularly assists healthcare professionals with:

By coordinating these services under one roof, we help clients complete complex healthcare transactions with confidence.

Healthcare Businesses We Represent

Our attorneys represent a wide range of healthcare professionals and healthcare organizations, including:

Physicians
Medical Groups
Dentists
Orthodontists
Endodontists
Oral and Maxillofacial Surgeons
Optometrists
Ophthalmologists
Chiropractors
Physical Therapists
Occupational Therapists
Behavioral Health Practices
Psychiatrists
Psychologists
Nurse Practitioners
Physician Assistants
Home Health Agencies
Urgent Care Centers
Medical Spas
Ambulatory Surgery Centers
Imaging Centers
Dialysis Centers
Veterinary Practices

Frequently Asked Questions

Should I buy the assets or the stock of a medical practice?

The answer depends on the goals of the transaction, the practice structure, tax considerations, financing requirements, and the liabilities involved. Every transaction should be evaluated individually with legal and tax advisors.

What is the purpose of a Letter of Intent?

An LOI establishes the principal business terms of the proposed transaction before the parties invest substantial time and expense negotiating definitive agreements.

Why is due diligence important?

Due diligence helps buyers identify financial, contractual, legal, and operational risks before closing, reducing the likelihood of unexpected liabilities after the acquisition.

When should I begin planning to sell my practice?

Ideally, practice owners should begin planning one to three years before a sale. Early planning allows time to strengthen financial performance, organize records, address legal issues, and maximize practice value. Many buyers want selling physicians to continue to work in the practice to ease transition for at least one year.

Protect Your Investment with Experienced Legal Counsel Career and Practice

Whether you are purchasing your first medical practice, expanding your healthcare organization, selling a long-established practice, or planning a strategic transition, experienced legal counsel can help protect your investment and position your transaction for success.

The attorneys at St. Johns Law Group provide comprehensive legal representation for medical practice acquisitions and sales throughout Northeast Florida. Contact us today to schedule a confidential consultation and learn how we can help guide your next healthcare business transaction.

Contact St. Johns Law Group today to schedule a confidential consultation.

Call us today at (904) 495-0400 or email Douglas N. Burnett directly.

At St. Johns Law Group, we are committed to delivering the Dedicated & Responsive Service® you can count on.

+904.495.0400