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Scaling Your Dental Practice: An Interview with Chelsea Myers, Dental Life Coach

October 21, 2022 by John Ray

Scaling Your Dental Practice: An Interview with Chelsea Myers, Dental Life Coach
Advisory Insights Podcast
Scaling Your Dental Practice: An Interview with Chelsea Myers, Dental Life Coach
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Scaling Your Dental Practice: An Interview with Chelsea Myers, Dental Life Coach

Scaling Your Dental Practice:  An Interview with Chelsea Myers, Dental Life Coach (Advisory Insights Podcast, Episode 14)

On this episode of Advisory Insights, guest Chelsea Myers talks with host Stuart Oberman about her work as a dental life coach, the vital importance of people and culture in successfully scaling a dental service organization, developing leadership, and much more.

Advisory Insights is presented by Oberman Law Firm and produced by the North Fulton studio of Business RadioX®. The series can be found on all the major podcast apps. You can find the complete show archive here.

Chelsea Myers, Founder and CEO of Dental Life Coach

Chelsea Myers, Founder and CEO of Dental Life Coach

As the Founder and CEO of Dental Life Coach, Chelsea Myers has coached hundreds of clients individually and in group settings to facilitate personal and professional transformation enabling doctors to achieve their highest potential. She is an emotional intelligence expert deeply rooted in the dental industry. Chelsea is an author, speaker, and entrepreneur. She also hosts the popular podcast for dentists: Dental Brain Crops With Chelsea Myers.

When Chelsea was 15 years old, she came home from school one day surprised to be greeted by her mom and uncle who were both normally still at work. Her delight was soon shattered when she was hit with the news that her dad had been in a fatal car accident that morning.

In an effort to distract from the pain, she became overly busy with work, school, and pursuits for her future.

At the edge of burnout, she was reading a biography of a personal hero where a self-help book was referenced. She read that book and found the principles so impactful that she knew, without hesitation, that she wanted to devote her life to lift and help others.

Website | Facebook | Instagram | Chelsea Myers LinkedIn

TRANSCRIPT

Intro: [00:00:01] Broadcasting from the studios of Business RadioX, it’s time for Advisory Insights, brought to you by Oberman Law Firm, serving clients nationwide with tailored service and exceptional results. Now, here’s your host.

Stuart Oberman: [00:00:20] Welcome everyone to Advisory Insights. Stuart Oberman, Oberman Law Firm here. Amazing guest in the, I’ll use the word studio today, and the amazing and distinguished Chelsea Meyers. And I was looking — Chelsea, I was looking through your bio and I don’t have enough time to introduce what you have done with your dental consulting, your business, your branding.

I know that you have an extraordinary reputation within the industry. I know that you’re the Founder and CEO of Dental Life Coach. The podcast host of dental brain crops. I know your career started at Wells Fargo and you have done so many things regarding wellness and dentistry. And I love the retreats that you do in the workshops, the team building, trust, and accountability, and feeling good. You know, we have so many doctors that are just — they hate their job, and they look to someone to bring them around, and then all of a sudden, they’re back in the game and working and doing great.

And actually, I want to know, I want you to take me through some of the things you’ve seen at dentistry and where things are going. I know you do, obviously, corporate, you know, corporate transaction work and consulting side and individual side. But I really want to know really since Covid, what did our doctors learn and where do they need to go from here with what they need to do to get to the next phase, to enjoy what they do to their wellness side? I just — I’m looking for so much information that you want to provide, and it is truly an honor to have you on the studio today and on the air. And welcome aboard. Nice to see you.

Chelsea Myers: [00:02:07] Hey. thank you, Stuart. It’s nice to be here. And thank you for having me. You know, you bring up an interesting question. I think that Covid gave us all an opportunity to take our temperature on our stress level, on our flexibility, adaptability. And a lot of us were able to make choices about where we wanted to be.

And I think that fortunately, unfortunately, particularly when we talk about supporting staff and team members, a lot of doors were open and options were made available or at least made more aware that there are options out there if you don’t like where you’re at, that there are other places and ways to provide for your needs and be of service and expand yourself as a professional.

And so, when you talk about Covid and what that has opened our eyes to and meant for us as an industry, I think that we’ve become a lot more aware that the people aspect is really, really important. When I’m looking at organizations and we’re talking about mergers and acquisitions and change management, a significant portion of the individuals that are leaving or considering leaving, they’re not leaving for a more convenient location. They’re not leaving for a pay raise. They’re leaving because of their perception of their experience within our organizations. And so, I think we’ve become really clear on the importance that this needs to be in our minds and the priority level it needs to have when we’re growing our organizations.

Stuart Oberman: [00:03:44] And one of the questions I have is, you know, we have clients that in one practice, ten practices, fifty practices, and I know you got some very, very, very high-level contacts with a lot of people in the DSO world, if you will. What do they do different culturally that our guys who own one, to five to ten practices don’t do culturally? It’s, you know, because our guys are always asking, how do we scale? How do we scale? And I’m thinking, first of all, your internal operations a mess. Second, you’ve got resignations coming out every other week. And, you know, so I’m curious what you see from the big guys to the little guys. And I don’t know, there’s that much of a difference is just the economies of scale.

Chelsea Myers: [00:04:30] Yeah. Well, you know, the thing is, is that whatever you are when you go to scale, you become more of that. So, if you’re dysfunctional and you’re disorganized, that scales with you. And I would say it’s perhaps more easily scaled than organization and unity.

Stuart Oberman: [00:04:49] That’s true. It’s easier to do what you did yesterday, even though it’s not right. You still do it.

Chelsea Myers: [00:04:55] Right, right.

Stuart Oberman: [00:04:55] It’s easier.

Chelsea Myers: [00:04:55] Yeah. But I would say, you know, there’s not one cookie cutter or right way to implement change, especially big transitions. But one thing is certain, and that’s that everyone needs to be aligned and engaged in the movement. And we need to be ensuring that that human aspect of the organization is being addressed.

So, I think one of the biggest oversights — you mentioned operations, I think one of the biggest oversights that we see at Dental Life Coach is that an organization will go to expand and either acquire a new practice or merge with another organization and neglect to put the right supports in place to facilitate that people component of those acquisitions.

Stuart Oberman: [00:05:34] What kind of — that just opened up a whole different door. What kind of support don’t they have or what don’t they do right?

Chelsea Myers: [00:05:43] Yeah. Good question. And so, you know, I recently began working with a client who fractionally, and they’d acquired a few smaller groups. And what they did have in place was great operational consultants and programs in place that they were implementing as they were making these changes. But they didn’t have the buy in, and they weren’t able to create that electric culture that they’ve envisioned. Luckily for them, they had the awareness that this was lacking, and so we’ve already begun making some incredible gains.

But what’s got to be there, you’ve got to understand what is the perception of the people in the organization, and if you’ve just acquired new practices or you’ve grown and scaled, what is the collective opinion and now what are those individual opinions? Another thing that’s really important is and probably even prior to making those changes is having the executive team and the stakeholders on the same page. That’s going to be crucial for a growing organization.

But we need to know, you know, what are the changes? What are the key positions within those changes? What are the responsibilities of the people carrying them out? How does this change happen and what are the details of that? Are we going to be implementing new tech? Are we going to be outsourcing some things that we were previously doing? Do we have different vendors? Is that a life coach now or a resource? You know, what does this look like for us as an organization and how does that feel? What is the perspective of each person that it’s impacting?

Stuart Oberman: [00:07:12] You know, I want you to talk about two things that are on your workshop and retreats. And I love this because I think that there’s a big void during Covid, and I think we’re seeing a change a little bit. But talk to me about accountability, the culture of accountability, and then communication and how that has changed since Covid.

Chelsea Myers: [00:07:36] You know, it’s really interesting. So, the brain is just such a fascinating tool that we all have, right.

Stuart Oberman: [00:07:42] Well, for some of our clients, lack of that, right?

Chelsea Myers: [00:07:46] Right. Right. But, you know, when you when you really dive in, and you understand how we work as humans, and you talk about a communication and accountability, there are definitely strategic and effective ways to implement anything and there are ineffective ways. And so, when we look at the brain and our learning centers in the brain, they are deactivated or shut down when we feel threatened, when we feel attacked, when we feel unsafe.

And so, it’s really, really important that we have environments and that our culture is one that cultivates safe and trusted learning amongst our teams and that we’re able to be vulnerable and know that that’s okay within our organization. Because otherwise what you get is temporarily compliant people who eventually leave, eventually blow up, eventually kick back. And that’s not ever going to be something that you can grow, something that you can expand upon.

Stuart Oberman: [00:08:46] So how do you — so, when you got the dysfunctional office, right, and you know, and they always say there’s a 20 percent of the practices are A games and the rest of them are trying to figure out how to be the A games, right. So how do you get that office that’s a C-plus game and want to be an A game? How do you personally get them there?

And I know that’s a seven-hour conversation, but how do you — you walk in there and you look around and you can see the atmosphere. You know, the doctor is not in tune and he’s like, you know, I want to be a player. I want I want a quality of life. How do you analyze that, the brain that that doctor has, or partners have and get them to a different level? I’m fascinated because our doctors don’t really understand that culture yet of how powerful that mind can be mindset and clarity. And I’m just curious how you get them there.

Chelsea Myers: [00:09:49] Yeah. So, assuming that we’ve got our people, our executives and our stakeholders on the same page, I’m going to start from there and just say that we do.

Stuart Oberman: [00:09:57] That’s a big assumption right there. That’s a big assumption.

Chelsea Myers: [00:10:00] Right. If we don’t, that’s where we’ve got to start, right?

Stuart Oberman: [00:10:03] Yeah, yeah.

Chelsea Myers: [00:10:03] And so, because we all — you know, we’re being led in an organization, and we’ve got to want to be led by the people leading it. Otherwise, we’re going to beat our drum to our own tune. And again, not efficient, not scalable, right. So, let’s assume that we have our executives on the same page.

Then what we need to do is we need to figure out what does that doctor want? What is really driving that person? Why are they doing this every day? Why are they doing dentistry and not law, not finance, not anything else? Why are they here? And how do we align what they want and what’s important to them with what’s important to the organization? Or does it not align? Because that is an unfortunate and inconvenient but really important truth to understand as well.

Stuart Oberman: [00:10:49] How important is that first conversation you have with the doctor? And I know you’re in the professional arena, professional services. How do you know like, you know what, I’m just not going to work with that client. They are so far gone that there’s just there’s nothing I can do for him. What are those flags that you see of like, you know what, I’m just not going to get there with this guy and he’s just not a good fit for me?

Chelsea Myers: [00:11:14] Yeah, that’s a really good question because I think that — and, you know, I think anybody who owns a business —

Stuart Oberman: [00:11:19] I’m asking questions that I want to know. I don’t care what our listeners want to know, right? I just want to know what I want to know.

Chelsea Myers: [00:11:25] Yeah. So candidly, I think anybody who owns a business has been in the spot where, you know, at the very beginning you take on as many clients as you can, and you try and be really super flexible about that because you’re trying to grow your business. And I — and then we all, you know, the longer you go, you learn what you’re really good at and who are ideal clients for you and who are not ideal clients for you.

So, at this point, I feel fortunate to be selective about who I’m going to work with. For that reason, I want to be able to provide the transformation and the results that our clients are looking for. And at the same time, if it’s not a good fit, if it’s not a client, you know, red flags you mentioned, if they’re not willing, if they’re not honest, living in integrity, if they aren’t in a place where they’re willing or able to be coached, they’re not coachable individuals, then the results that they’re asking me for aren’t going to happen because, you know, I can’t patch a roof from the ceiling. You know, we’ve got to work from the top.

Stuart Oberman: [00:12:26] You’ve got to climb that ladder. That’s a big ladder sometimes.

Chelsea Myers: [00:12:29] Right? And so, you know, I’ve got to have a strong canvas for that leader to develop within. And from there, we can work, you know, with the team members. But I had someone come to me recently. It was a, you know, mid-sized organization. And they said, we just really want you just to work with our teams. And I said, well, what access am I going to have to the executives and the doctors? And they said, well, no access to the executives and doctors, just the team members. And I was like, well, who then is working with the executives and doctors? Because, you know, we’ve all — it’s fine if it’s not me, but if that support is not in place, it won’t be withheld.

Stuart Oberman: [00:13:04] Right.

Chelsea Myers: [00:13:04] And ultimately, our team members are our most transient, right? And so, we’ve got to have strong people in those leadership positions.

Stuart Oberman: [00:13:13] It’s amazing is that I think that was one of the things that our doctors learned, you know, Covid and post-Covid is you got to have leadership. If you don’t have leadership, you can’t start from the bottom up. You’ve got to work top down. So, you have a fascinating workshop. And I love this title. It’s The Pillars of Entrepreneurial Intelligence.

One, pillar says to me, look, you’ve got to have a strong foundation holding something up, which to me is the doctor’s entrepreneurial is I got to try different things, something’s got to work. And then intelligence is like, how am I going to do this? Explain to me what — explain how you take these pillars and what exactly is that particular workshop and how do our doctors utilize that? Or even parts of it, how do you implement parts of that? I just love that title. I love that title.

Chelsea Myers: [00:14:05] Thank you. Good question. So, this was where Dental Life Coach really was born back in its infancy. I started to see trends and similarities with the — at that time, I was working with individual doctors, you know. And took copious notes and tried to find how can I make a curriculum that is applicable to all of these people that I’m trying to work with?

And these 13 pillars were really the things that just kept showing up time and time again, which then triggered me to create the podcast because with each new client, they’d come to me and talk to me almost as if they were an anomaly. And it was a secret that they were struggling with their thoughts and beliefs about money or how to create success or how to actually manage their time. They had a clinical schedule they were following, but in their personal life they’re very scattered, which of course then translates to our professional experiences, right.

Organization and communication, is another huge one. And so, these were things that we were working on with each doctor that I’d work with. And as I bring them up in future conversations with new clients, they’d be like, oh yeah, that too. Yes, let’s work on that. And so, these are the 13 pillars and how they show up, they can show up in forms of workshops. But if we take on a new client, we end up going through each area because even if you’ve got a high proficiency, a lot of us still have room to create mastery within them.

Stuart Oberman: [00:15:33] Oh, gosh, yeah. Oh gosh, yeah. So, what do you — we get this all the time and I want your opinion on this, is that we get clients to say, you know, I hired a consultant and this particular person, this coach, and they, you know, they didn’t — they just didn’t do anything for me.

And then I start asking them questions. Well, did you do this? Well, did you do that? How often did you talk to them? Did you implement the plans? So how do you keep your guys on track? Because we hear that a lot. Like, you know, it just didn’t work. And come to find out, they didn’t do 90 percent of the things they were supposed to do. So, you know, I don’t know how they ask you to start from the bottom up when the leadership has to go top down on these projects and build that — for that culture.

Chelsea Myers: [00:16:17] That’s a valid concern. And so, you know, leadership development is a billion-dollar industry and less than 10 percent of the companies offering these types of services attach what they’re doing to any sort of bottom line. So, when I take on a new client, I want to know certain things.

You know, what is — how involved are your doctors in their case presentation? What is your case acceptance rate? What are your monthly, quarterly, annual goals? What are we working toward? Because as I’m doing my work, if I’ve taken a good client and I’ve done my job to choose the right client, as I’m doing my work, that we should start to see a trend in the positive direction.

And then there’s really no disputing, because, you know, you’re right. How do you quantify? I just feel better. That’s very subjective. So, we want to do both. We want to have the visual and emotional indicators that our teams that we’re working with are improving, but we also want to see that translate because ultimately, we are a business and an industry that’s trying to grow and do amazing things.

Stuart Oberman: [00:17:18] Now, you said the list, list those topics out for me that when you go into an office, you want some KPIs, you know, you want some indexes, you want to know where they start. Run through that list because I just — that was so important what you said. That was so important.

Chelsea Myers: [00:17:35] Yeah. So, here are the things that are important. We want to know we should be impacting revenue and retention. We should be impacting their culture, their case acceptance rates, and ultimately, the doctors take home should be improving as we’re doing this work.

Stuart Oberman: [00:17:50] That’s — yeah, I was going to ask, how can a doctor expect to get, you know, an increase of 25 percent per year on an ongoing basis if he has no idea what he’s what he’s doing. So, I mean how important are those initial metrics? And my next question is how many actually know their numbers?

Chelsea Myers: [00:18:12] That is such a good question. So, I sat down —

Stuart Oberman: [00:18:15] Again, I’m going to ask questions because I want to know. I don’t care about the listeners, you know.

Chelsea Myers: [00:18:19] No, I sat down with —

Stuart Oberman: [00:18:21] I got a free therapy session here. Are you kidding me?

Chelsea Myers: [00:18:26] You know, it varies. It really does. I sat down with a prospective client recently and I said, okay, you know, I asked the same questions. I, you know, for the metrics I was just asking you. And it was such a relief. He goes, Oh, let me share my screen with you. And just had this beautiful way of showing me weekly, monthly, quarterly, annually. He could show any question that I had.

Stuart Oberman: [00:18:48] Did they help you off the ground when you fell down?

Chelsea Myers: [00:18:52] Yeah, exactly. And I had to share them. I’m like, gosh, this makes our communication, you and I so much more fluid because I’m not probing. You know, when I get an answer like, oh, we’ve got, you know, 85% case acceptance and things are just falling apart. And I’m going, what is not matching here?

Stuart Oberman: [00:19:10] Yeah,

Stuart Oberman: [00:19:11] How are things falling apart with 85 percent case acceptance and where are you getting that number from exactly. And I don’t ever like the word about I’d rather wait for a more concrete answer because I don’t want my results with my clients to be about. Well, they’re sort of happier, or the retention might be going up. That doesn’t mean anything to me. I want to know by what and how much.

Stuart Oberman: [00:19:33] How much? So do you ever talk to the office managers who our doctors rely on? I’m going to say almost too much. Do you do do you get pushback from the office managers for change?

Chelsea Myers: [00:19:46] Well, no, I would say that there are times where I facilitate conversations between a doctor and an office manager because really there’s got to be unity there. Almost like within a home, you’ve got to have the parents on the same page. And so, within an office environment, regardless of how they actually feel about each other, or the things being communicated, we need everyone –.

Stuart Oberman: [00:20:12] Whether or not they like each other or their relationship is a little too close is what you’re saying, right?

Chelsea Myers: [00:20:16] I’m saying the team needs to know that that is one head, one unit. And that whichever one they go to, they’re going to get the same type of direction because, you know, our teams, they want to be a part of something that’s moving and growing. And like we talked earlier about having that environment of trust and growth, they can’t have that if there’s an inconsistency and a lack of clarity about who’s really in charge and where are we going and how are we getting there, that’s never going to fly.

And so, yeah, there are times where we’ll facilitate or coach on conversations or coach toward a change because there needs to be an understanding. And so sometimes, it’s really easy. You know, there’s just a communication error which sometimes doctors struggle to communicate effectively, right, or sometimes managers struggle to communicate effectively.

So, when we can clarify why we’re changing something, what it looks like, and what is the support in place as this is going forward, it’s usually a much more comfortable and seamless experience for everyone. Of course, there’s going to be questions and opinions and there’s going to be the process of getting there. But when we can create that clarity, it really does help the process a lot.

Stuart Oberman: [00:21:36] So, in the great world that we’re in, we’re seeing a little bit of a switch, but when doctors are moving, moving, moving up, up, up, up, up, and all of a sudden, they got the great resignation, and they lose half their staff, or we saw our doctors within the last year have had over a 200 percent turnover. How do you guide those doctors into the real world?

Again, this is, you know, this is — I would say when our clients that we have, even in the best practices, they’re not mentioned — they’re not matched pay scales. They’re way under on their scale, everyone’s leaving, and now we’re seeing a boomerang. They want to come back. So, I mean, how do you deal with when you have — because I love this. This is real life stuff our doctors are facing, you know.

Chelsea Myers: [00:22:23] Right.

Stuart Oberman: [00:22:23] How do you — they’re on a great track and all of a sudden, they got a turnover of 200 percent a year. How do you handle that with the doctors?

Chelsea Myers: [00:22:32] Well, first of all, you know, the more we understand about ourselves as leaders, the better equipped we are to lead. So, one of the most important things we need to understand is our brain, how they operate, our unique individual strengths, our default responses to things like stressful environments, like people leaving. And most importantly, we need to understand how to program or reprogram our brains.

So, we’re concerned with optimal efficiency and real-world functions. In these fast paced and multifaceted environments, our brains are constantly observing and concluding and suggesting action based on our perceptions and our programming. And to increase that flexibility, we need to figure out what is our ultimate goal and align all of our responses to that. Even when we’re stressed out, even when we’re upset, even when the third team member just called in sick on the same day, we’ve got to make sure that we are always that same strong leader.

And whatever those gaps are between that ultimate ideal we have of ourselves and where we’re currently operating from, we need to figure out how to fill that gap because research regarding neuroplasticity continues to clarify that brain and behavior are shapable by interaction and conscious programming, we just have to be responsible and willing to do that work.

Stuart Oberman: [00:23:54] I take it your job in some days is like bending metal. It’s just sometimes it works, sometimes it does not, you know. And that’s why I love The Pillars of Entrepreneurial Intelligence. I was looking through this and you sent me a lot of information. And this has stuck me that if our guys can even have remote possibility on how this stuff works before they even get to talk to you, they’re in such better position to have you take them forward on a successful rate. Because I think a lot of times, correct me if I’m wrong, these guys when they call you have no idea where to start. So, getting one and actually started is actually rare. Am I correct?

Chelsea Myers: [00:24:41] Yeah. I mean, you know, people come to us with all different levels of understanding and experience with or none — no experience in coaching in some cases. And really just it’s really just the willingness and the readiness that’s going to make the difference between a doctor or an organization that flies or one that it’s more like pulling teeth.

Stuart Oberman: [00:25:03] You know, one — now, you have some pretty important conversations with some pretty big guys in this industry, the masters and the founders of this industry, and the scalability and where they’re at, hundreds of practices. What do they talk to you about? I mean, what is their niche that they talk to you about?

Chelsea Myers: [00:25:28] You know, when you talk about scalability and culture, in a conversation I had with Pat Bauer, the CEO of Heartland Dental, when he says, you know, the doctor is our customer, it’s not just words that he’s saying. There is so much that goes into that. There is so much effort and resources and awareness and constantly putting fillers out there to see what more could be needed, how — what more might our customers benefit from and want to be a part of this organization. And the writings on the wall, you can ask anybody who is affiliated with Heartland Dental and they’re very happy. You know, they’re there.

Stuart Oberman: [00:26:12] Can you imagine if that one sentence our doctor said, whether or not they got once associated for, I wonder what I can do better for my associates? Can you imagine that? If the CEO of Heartland is saying that, why aren’t our doctors on a much lower level taking that same advice and scenario? That’s amazing to me that you just said that. That’s — I mean that’s amazing.

Chelsea Myers: [00:26:43] Yeah. You know, it’s a really — I think that people get shortsighted. I think that it’s, you know, once we just need to put a lot of focus on operations. We just need to put a lot of focus on systems and processes. And those are incredibly important. You just can’t leave out the people aspect because it is a human driven industry. Until robots are doing all the jobs, you’ve got to care about how people feel about the place of employment that they’re coming to every day as a volunteer because they have options. We all do.

Stuart Oberman: [00:27:13] Yeah. Wow. Well, we are — I got five hours of questions. And I mean, again, I’m being a little selfish, I want to know myself. Yeah, it’s like a therapy session, right. But no, we are really — the information that you have given has been absolutely amazing. And I really hope that our listeners really take a hard look of what you’ve said and how it affects their practices and what the big guys are doing that really is no different than what practice owners with one practice, 2.5 billion practice in making.

So, are there any closing words that you want to say to our listeners? And I think that no matter — you know, your industry specific. But I will tell you what, I don’t care what industry you’re in, whether you’re in a gas station ownership business or you’re in a dental business or whether you’re in machinery industry, what you said really can resonate across all platforms. So, I think it’s great advice. And do you have anything that you like to add or touch on that we haven’t touched on in closing?

Chelsea Myers: [00:28:30] Yeah. You know, I think the one thing I’d say is that in my experience, the most remarkable thing that I’ve observed about the future of dentistry is its flexibility. And it’s going to be the choices of those people leading that cause the future to shape. And so, we really need to ask ourselves as we are building and scaling our organizations, not what is the cost of prioritizing our people and the human aspect of the way we’re managing those acquisitions, but what is the cost of not prioritizing those things?

Stuart Oberman: [00:29:03] Wow. Well, so it’s a total opposite mentality. Total opposite. Wow. Just smart. You’ve been amazing, amazing guest. And I just again, I’m making notes. I mean, I’m writing down all this stuff. And I mean it sincerely that what you said resonates across all platforms.

And so, thank you so much for joining us. I know you are very busy and you’re very good at what you do. Your reputation far precedes you in the industry and it truly is an honor to be on the same podcast with you. So, without further ado, thank you again. And I want our listeners to find out how to get in touch with you. Please tell them.

Chelsea Myers: [00:29:49] Yeah, absolutely. I’m on LinkedIn, Chelsea Myers, M-Y-E-R-S, Dental Life Coach or our website at www.dentallife.coach. My email is Chelsea,C-H-E-L-S-E-A,@dentallife.coach.

Stuart Oberman: [00:30:06] Perfect. Perfect. Chelsea, thank you very much. Have a fantastic weekend. And listeners, thank you very much. Hope you’ve had a great experience with this. Take nuggets as you find them. So, thank you again, listeners. We will see you on the radio soon and thanks a lot. Have a great day.

Chelsea Myers: [00:30:23] Thank you.

Outro: [00:30:25] Thank you for joining us on Advisory Insights. This show is brought to you by Oberman Law Firm, a business centric law firm representing local, regional, and national clients in a wide range of practice areas, including healthcare, mergers and acquisitions, corporate transactions, and regulatory compliance.

About Advisory Insights Podcast

Presented by Oberman Law Firm, Advisory Insights Podcast covers legal, business, HR, and other topics of vital concern to healthcare practices and other business owners. This show series can be found here as well as on all the major podcast apps.

Stuart Oberman, Oberman Law Firm

Stuart Oberman
Stuart Oberman, Founder, Oberman Law Firm

Stuart Oberman is the founder and President of Oberman Law Firm. Mr. Oberman graduated from Urbana University and received his law degree from John Marshall Law School. Mr. Oberman has been practicing law for over 25 years, and before going into private practice, Mr. Oberman was in-house counsel for a Fortune 500 Company. Mr. Oberman is widely regarded as the go-to attorney in the area of Dental Law, which includes DSO formation, corporate business structures, mergers and acquisitions, regulatory compliance, advertising regulations, HIPAA, Compliance, and employment law regulations that affect dental practices.

In addition, Mr. Oberman’s expertise in the healthcare industry includes advising clients in the complex regulatory landscape as it relates to telehealth and telemedicine, including compliance of corporate structures, third-party reimbursement, contract negotiations, technology, health care fraud, and abuse law (Anti-Kickback Statute and the State Law), professional liability risk management, federal and state regulations.

As the long-term care industry evolves, Mr. Oberman has the knowledge and experience to guide clients in the long-term care sector with respect to corporate and regulatory matters, assisted living facilities, continuing care retirement communities (CCRCs). In addition, Mr. Oberman’s practice also focuses on health care facility acquisitions and other changes of ownership, as well as related licensure and Medicare/Medicaid certification matters, CCRC registrations, long-term care/skilled nursing facility management, operating agreements, assisted living licensure matters, and health care joint ventures.

In addition to his expertise in the health care industry, Mr. Oberman has a nationwide practice that focuses on all facets of contractual disputes, including corporate governance, fiduciary duty, trade secrets, unfair competition, covenants not to compete, trademark and copyright infringement, fraud, and deceptive trade practices, and other business-related matters. Mr. Oberman also represents clients throughout the United States in a wide range of practice areas, including mergers & acquisitions, partnership agreements, commercial real estate, entity formation, employment law, commercial leasing, intellectual property, and HIPAA/OSHA compliance.

Mr. Oberman is a national lecturer and has published articles in the U.S. and Canada.

LinkedIn

Oberman Law Firm

Oberman Law Firm has a long history of civic service, noted national, regional, and local clients, and stands among the Southeast’s eminent and fast-growing full-service law firms. Oberman Law Firm’s areas of practice include Business Planning, Commercial & Technology Transactions, Corporate, Employment & Labor, Estate Planning, Health Care, Intellectual Property, Litigation, Privacy & Data Security, and Real Estate.

By meeting their client’s goals and becoming a trusted partner and advocate for our clients, their attorneys are recognized as legal go-getters who provide value-added service. Their attorneys understand that in a rapidly changing legal market, clients have new expectations, constantly evolving choices, and operate in an environment of heightened reputational and commercial risk.

Oberman Law Firm’s strength is its ability to solve complex legal problems by collaborating across borders and practice areas.

Connect with Oberman Law Firm:

Company website | LinkedIn | Twitter

Tagged With: Dental Life Coach, Dental Practice, growth, Oberman Law, Oberman Law Firm, scaling, scaling dental practice, Stuart Oberman

What to Know about EEOC Investigations

October 14, 2022 by John Ray

What to Know about EEOC Investigations
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What to Know about EEOC Investigations

What to Know about EEOC Investigations (Advisory Insights Podcast, Episode 13)

On this episode of Advisory Insights, Grace Tillman of Oberman Law Firm talked with Stuart Oberman about what to know about EEOC investigations. Grace’s single most important tip:  if you receive a letter of investigation from the EEOC, NEVER ignore it and hope the whole matter will go away. Grace also discussed how these letters may be delivered electronically, what you do immediately when you receive one, what you should never do (which includes talking to the complainant), and much more.

Advisory Insights is presented by Oberman Law Firm and produced by the North Fulton studio of Business RadioX®. The series can be found on all the major podcast apps. You can find the complete show archive here.

Grace M. Tillman, Senior Corporate and Litigation Counsel, Oberman Law Firm

Grace Tillman
Grace Tillman, Senior Corporate and Litigation Counsel, Oberman Law Firm

Grace M. Tillman is Senior Corporate Counsel with Oberman Law Firm. For nearly 25 years, Ms. Tillman has represented small to large corporate clients in a wide variety of practice areas such as commercial litigation, real estate, health care, mergers & acquisitions, governmental compliance, and employment law.

Ms. Tillman provides guidance to clients regarding simple to complex labor and employment law matters, including the complexities of non-compete and non-solicitation agreements. In addition, Ms. Tillman also provides expert guidance on complex HR (Human Resources) issues, including specific employment matters involving the Americans with Disabilities Act (ADA); Family and Medical Leave Act (FMLA); the Age Discrimination in Employment Act (ADEA); and, the National Labor Relations Board (NLRB).

In the area of health care, which continues to evolve at the speed of light, Ms. Tillman’s experience includes oversight of hospital regulations, HIPAA Compliance, fraud and abuse, Medicare and/or Medicaid regulations, Anti-Kickback Statute, Stark Law, Telemedicine, state and federal insurance audits, and licensing board requirements.

Ms. Tillman has extensive litigation experience in federal, state, and appellate courts, as well as before administrative boards.

Ms. Tillman received her undergraduate degree in Business Management from Kennesaw State University, and Doctor of Jurisprudence from the University of Georgia School of Law. In addition, Ms. Tillman is licensed to practice law in Georgia and Tennessee.

LinkedIn

TRANSCRIPT

Intro: [00:00:02] Broadcasting from the studios of Business RadioX, it’s time for Advisory Insights, brought to you by Oberman Law Firm serving clients nationwide with tailored service and exceptional results. Now, here’s your host.

Stuart Oberman: [00:00:20] Welcome everyone to Advisory Insights. Stuart Oberman here, Oberman Law Firm. Well, we have got a bombshell of a topic today, folks. It is precisely EEOC, Equal Opportunity or Equal Employment Opportunity Commission. And that is a nasty, nasty organization you do not want to get a notice from or be involved in.

We have a very distinguished guest speaker today, Miss Grace Tillman, who is with Oberman Law Firm. And she is our guidance as far as federal investigations go, litigation, partnerships, buy ins, buyouts, mergers, acquisitions. I don’t know if there’s anything that Grace really does not do and do it well, but it is a very, very exciting topic.

Grace, great to have you on today. I know at the firm, you do an enormous amount of problematic areas. EEOC is one of them. So, welcome to this topic.

Grace Tillman: [00:01:22] Why, thank you. I appreciate it. Thanks for having me.

Stuart Oberman: [00:01:25] This is such an explosive topic. You know, I don’t think a lot of people know what the EEOC does. So, I want you to maybe, you know, again, just something that you’re well within your wheelhouse. You know, let’s tell the listeners what they investigate and what happens before litigation and what happens if you get a nasty letter and how to deal with it.

And also, look, let’s maybe mention a minute or two of how you prevent these things where I know you do an awful lot of preventive maintenance for our clients who are local, regional, and national, and global. So again, let’s hear the topic. I would take us through what’s going on with the EEOC and some bombshells we have there. So, without further ado, have at it Miss Tillman.

Grace Tillman: [00:02:12] Thank you. Thank you. Stuart explain the Equal Employment Opportunity Commission is a federal agency that is charged with investigation — investigating any and all claims or charges of discrimination which may be based on race, color, religion, sex, which would include pregnancy, gender identity, sexual orientation, also national origin, age for any employees who are over the age of 40, claims based discrimination on disability, any of your genetic information, or a retaliatory claim for discrimination or reporting discrimination for any of those reasons.

Stuart Oberman: [00:02:56] Now, I’m going to interrupt you there one second.

Grace Tillman: [00:03:00] Sure.

Stuart Oberman: [00:03:00] That last definition you gave is such an important thing, retaliation. Now, you’ve just touched on, I believe, the whistleblower statute.

Grace Tillman: [00:03:09] It is — that is it. That is what it is. If you have an employee who comes to you and makes allegations of discrimination and then you retaliate, doesn’t have to be terminating them, but you elect not to promote them. You don’t give them the same benefits that you give to someone else. Any way that they are treated less than or alternatively to other employees who have not made such complaints, you can have a charge of retaliation brought against you by an employee.

Stuart Oberman: [00:03:36] Yeah, that was such a great word that I did — I just — I didn’t know if you were going to speak about it later, but I wanted you to touch on that. That was such an important word, but good. I’m sorry. Sorry to interrupt.

Grace Tillman: [00:03:47] Absolutely. Absolutely. Well, some people may not know this, but before you can actually sue and you being an employee, before an employee can actually sue their employer for any charges of discrimination, with limited exception, and we’ll talk about those, you would have to file a charge of discrimination with the Equal Employment Opportunity Commission. The EEOC would receive in your complaint, and they open an investigation.

Now, I did say almost all, if you are making an allegation that is based on a violation of the Equal Pay Act, you do not actually have to file a claim with EEOC first. You can actually move right ahead, and I’ll touch on that a little bit later on how you do that. But what happens is a disgruntled employee who either genuinely believes they have been discriminated against or believes that they have been discriminated against for any reason would contact the EEOC. It’s almost all done electronically now. They don’t actually have to show up in an office. They can do it all online. You file the complaint online.

And I know you mentioned to the listeners about waiting to get that letter. It’s now often sent electronically. The EEOC doesn’t mail you anything. They send you an email if they’ve got your email. So, as a warning to our listeners, if you receive an email from an entity that identifies itself as the EEOC, don’t delete it. Don’t think it’s, “Oh, that’s spam. Oh, that’s trash”. No, that’s actually the way they communicate with you.

So, be very careful and cautious if you receive something that says notice of the — notice of charge of discrimination, because that’s what it’s going to be titled, notice of charge of discrimination. It may come through the mail if your employee did not provide a good or didn’t know your email address. But more often than not, like I said, it’s sent via email because the EEOC uses what’s called the digital charge system. That’s their electronic, I don’t want to say like message board, but really that’s what it is. It’s like a document retention. They communicate with you about your case on this electronic system that they have.

Stuart Oberman: [00:06:04] I got one question for you. One, I’m probably going to have a lot of this topic. But how important is it — if these notices are being sent by mail, how important is it to have a process in place where if you get a complaint, you have a process to handle this? Or what happens if your employee is complaining checking your mail?

Grace Tillman: [00:06:30] Well.

Stuart Oberman: [00:06:32] I just threw that one out there, didn’t I?

Grace Tillman: [00:06:35] Yeah. Well, here’s the thing.

Stuart Oberman: [00:06:36] That one’s such a softball.

Grace Tillman: [00:06:39] Yeah. They’re going to give you — it’s actually not a long window to respond. I mean, it’s not like, oh, you have 60 days to file a response. You may only get 10 to 15 days to file your initial response from the date that the charges filed. So, if it’s coming by snail mail, you can chew up seven, ten days of that time for your response just by waiting for the mail to get delivered.

So, not only is it important, but it can be fatal if you do not have a process in place for official mail to be dealt with officially at your place of business. Because if you’re having a lower-level employee pick up the mail and they don’t recognize the significance of getting this document, you could shoot yourself in the foot because you will not be given an opportunity to respond. And EEOC can think, well, you haven’t responded because what the other person saying is true.

Stuart Oberman: [00:07:29] Right?

Grace Tillman: [00:07:29] And you don’t want that. So — but I’m going to start off with a list of do nots when you receive that notice of charge of discrimination. Do not contact the complaining party. Do not call them up and say, “Well, what are you talking about? Why did you do this? You know, we like you.” Don’t do that. Don’t call anybody. Do not discuss the notice of charge of discrimination with anyone in your office before you talk to your attorney, because, again, you can find yourself in hot water if you launch an investigation on your own. Don’t do it right.

Stuart Oberman: [00:08:08] Right, right.

Grace Tillman: [00:08:09] Do not retaliate against anyone who has filed a complaint or against anyone who is named in the complaint as a potential violator. You don’t know if they really did what’s in the complaint until you and your attorney have launched the investigation to actually review these things. So, the next is a — make sure you have this. If you don’t have it, you need to get it now. And what that is, is a process in place to preserve relevant documents.

So, if a charge of discrimination has been made, you need to make sure nobody’s going through your computer system and deleting files, whether intentionally or as routine practice. That can backfire on you in so many ways. Make sure that any documents that you have, employee files, statistical information, customer information, all of that is preserved as it may apply to the charge that’s been file, because you do not want to, in addition to a charge of discrimination being made against you, have a charge that says you have intentionally destroyed or created false documents that are related to the investigation. You don’t want to do that.

So again, I say relevant documents. Maybe the complaining part is employment file. It could be other complaints or allegations that have been made against the company. It could be your employee manual, it could be your payroll records, could be your customer records. It could be things that would contain any information which would support or refute the charge of discrimination.

And I mentioned that you may get your charge of discrimination electronically through the digital charge system. If that happens and you access it, one of the things EEOC is going to do is make you create a new password. Make sure you remember what that password is, write it down, because you’re going to have to give your attorney that new password versus the old. And it’s human nature somebody says you’ve got a charge against you, you’re going to want to look at it and you want to do that right away.

And so, you’re going and you’re looking and it says, well, give me a password. And you create this fantastically secure password and now you don’t remember it. And now we can’t, as your attorney, access those records either. So, it’s going to delay. It’s going to cause time that could otherwise be used responding to the complaint or investigating the complaint. We’re going to be hunting down passwords. So, if you change the password, write it down.

Next thing. And this maybe should have been at the top of the list. But after you get the complaint, you all of a sudden can catch your breath again, your next phone call really should be to your attorney. You need to call your attorney because as again, as I explained, you have a very short window to respond to EEOC.

And so oftentimes, if you say, oh, I’m going to call my attorney, oh, I’ll deal with this next week, you may be out of time or your attorney may not be able to address it as quickly, or it may require more investigation than you think. So, what your attorney does in this case, because the attorneys like our firm, we’ve dealt with these for years, they’re going to request that you provide them with copies of all the relevant documents.

They may conduct interviews of any witnesses. They may ask you to provide them with statistical data so that they can review these charges in a more abstract way, like from a statistical standpoint. Your attorney will also then respond to the EEOC. They’re going to advise them of their representation. And again, this now is all done through their digital charge system. So, you log in, you say, oh, I’m the attorney. And all of a sudden, that communications will start coming to the attorney.

Another very, very important decision that gets made very early on is do you want to participate in mediation? Almost every EEOC charge now comes with an option. If both parties agree to participate in an early intervention mediation proceeding. Your attorney will review the specific charges because not all cases are geared towards resolution through mediation. But if it is, they’ll let you know, and they’ll advise you of the pros and cons.

If you agree to proceed with mediation, you are assigned an EEOC mediator, and you will coordinate a date for mediation to take place. And until mediation is complete, you won’t have any other documents that are required to be filed through the EEOC until mediation is complete. You will participate in that first.

If you elect not to participate in mediation or both parties don’t agree, if the complaining charging party doesn’t agree, then you are then going to have to file a response to the EEOC charges. And again, this is where your attorney is key because your attorney is going to know what should be included exactly in that response.

And it’s known as a position statement. And that position statement is filed by deadline that’s imposed by the EEOC that then gets filed by that date. And then the investigation part begins by EEOC. And if it wasn’t clear, but if in mediation, you did not — if you elected to go through mediation, the EEOC doesn’t do an investigation until it’s done, because they’re not going to waste their resources if the parties are going to agree to resolution.

So, there is no investigation unless mediation either is not done or mediation is unsuccessful. And like I said, the investigation starts with reviewing the charging statement and then your position statement in response as the employer.

Stuart Oberman: [00:13:51] Well, you know, you mentioned two really important points that I think that as we come to a close, that one, if you’re an employer, you better have your act together as far as policies and procedures, employee manuals. If not, you’re in a world of hurt. Two, you’ve — it’s no longer an option. You better have a procedure in place to avoid sexual harassment. I mean — and that can be across gender lines no matter what it is.

Grace Tillman: [00:14:28] It’s not just sexual harassment. There’s a host of forms of harassment. You have to have an anti-harassment policy.

Stuart Oberman: [00:14:35] Yeah. It’s just amazing. And I think that in this world we live in today, I think would be amiss if we didn’t advise the listeners and our clients. You know, they need to have a gender identity policy and procedures in place. It doesn’t matter what your belief is. It doesn’t — it’s irrelevant. But you better know what the law is. You better have it in place. And that’s a huge topic. And I don’t think that a lot of our employers who we represent and then who are listening, they don’t have a plan for that which is sort of the death kill of problems as we go.

So, but anyway, Grace, amazing topics. I just — I mean, I’m taking notes here. And again, it’s a four-day topic in a seminar. But no, it’s amazing, amazing stuff. In closing, is there anything that you would add that our clients listening or businesspeople listening or even employees who are listening, what are some things that, you know, they need to know in brief summary?

Grace Tillman: [00:15:43] Well, in brief, you need to take these charges seriously. Even if you think they were without merit, you need to take the charges seriously. You need to respond seriously. And like I said, you need to be prepared on the front end as far as how you’re going to address it. And you need to have a plan in place.

A lot of employers don’t even know what’s going on sometimes at their place of employment. If it’s another employee who’s harassing another. Like, sometimes it doesn’t come up. You need to have those in place, policies to deal with all of that. And then when these charges are made, take it serious. And I could go on and on.

Unfortunately, I think I would like to about what you do next, what happens and how these cases are resolved, because it’s not cheap when these causes — I think the average EEOC complaint is settled in the neighborhood of $40,000. I think that’s statistically what I read online. That’s the average settlement on an EEOC complaint.

Stuart Oberman: [00:16:38] That’s a lot. Well –.

Grace Tillman: [00:16:40] A lot of money.

Stuart Oberman: [00:16:41] Amazing, amazing information. Amazing information. Grace, thank you for your time today. I know you’ve got a lot of things lined up today and giving a lot, lot of good advice for sure to our listeners.

Well, ladies and gentlemen, thanks for joining us. If you want to reach Grace Tillman at the firm, it is Grace,G-R-A-C-E,@Obermanlaw.com. Office number, 7708862400. That is the EEOC wrap up.

Ladies and gentlemen, thank you very much for joining us. And we look forward to having Grace back on the podcast and share some other lights into what employers need to know. Ladies and gentleman, thanks a lot. Have a great day.

Outro: [00:17:28] Thank you for joining us on Advisory Insights. This show is brought to you by Oberman Law Firm, a business centric law firm representing local, regional, and national clients in a wide range of practice areas, including healthcare, mergers and acquisitions, corporate transactions, and regulatory compliance.

  

About Advisory Insights Podcast

Presented by Oberman Law Firm, Advisory Insights Podcast covers legal, business, HR, and other topics of vital concern to healthcare practices and other business owners. This show series can be found here as well as on all the major podcast apps.

Stuart Oberman, Oberman Law Firm

Stuart Oberman
Stuart Oberman, Founder, Oberman Law Firm

Stuart Oberman is the founder and President of Oberman Law Firm. Mr. Oberman graduated from Urbana University and received his law degree from John Marshall Law School. Mr. Oberman has been practicing law for over 25 years, and before going into private practice, Mr. Oberman was in-house counsel for a Fortune 500 Company. Mr. Oberman is widely regarded as the go-to attorney in the area of Dental Law, which includes DSO formation, corporate business structures, mergers and acquisitions, regulatory compliance, advertising regulations, HIPAA, Compliance, and employment law regulations that affect dental practices.

In addition, Mr. Oberman’s expertise in the healthcare industry includes advising clients in the complex regulatory landscape as it relates to telehealth and telemedicine, including compliance of corporate structures, third-party reimbursement, contract negotiations, technology, health care fraud, and abuse law (Anti-Kickback Statute and the State Law), professional liability risk management, federal and state regulations.

As the long-term care industry evolves, Mr. Oberman has the knowledge and experience to guide clients in the long-term care sector with respect to corporate and regulatory matters, assisted living facilities, continuing care retirement communities (CCRCs). In addition, Mr. Oberman’s practice also focuses on health care facility acquisitions and other changes of ownership, as well as related licensure and Medicare/Medicaid certification matters, CCRC registrations, long-term care/skilled nursing facility management, operating agreements, assisted living licensure matters, and health care joint ventures.

In addition to his expertise in the health care industry, Mr. Oberman has a nationwide practice that focuses on all facets of contractual disputes, including corporate governance, fiduciary duty, trade secrets, unfair competition, covenants not to compete, trademark and copyright infringement, fraud, and deceptive trade practices, and other business-related matters. Mr. Oberman also represents clients throughout the United States in a wide range of practice areas, including mergers & acquisitions, partnership agreements, commercial real estate, entity formation, employment law, commercial leasing, intellectual property, and HIPAA/OSHA compliance.

Mr. Oberman is a national lecturer and has published articles in the U.S. and Canada.

LinkedIn

Oberman Law Firm

Oberman Law Firm has a long history of civic service, noted national, regional, and local clients, and stands among the Southeast’s eminent and fast-growing full-service law firms. Oberman Law Firm’s areas of practice include Business Planning, Commercial & Technology Transactions, Corporate, Employment & Labor, Estate Planning, Health Care, Intellectual Property, Litigation, Privacy & Data Security, and Real Estate.

By meeting their client’s goals and becoming a trusted partner and advocate for our clients, their attorneys are recognized as legal go-getters who provide value-added service. Their attorneys understand that in a rapidly changing legal market, clients have new expectations, constantly evolving choices, and operate in an environment of heightened reputational and commercial risk.

Oberman Law Firm’s strength is its ability to solve complex legal problems by collaborating across borders and practice areas.

Connect with Oberman Law Firm:

Company website | LinkedIn | Twitter

 

Tagged With: Dental Practice, discrimination, EEOC, EEOC investigations, Grace Tillman, Oberman Law, Oberman Law Firm, Stuart Oberman

What Every Partnership Needs to Know

October 7, 2022 by John Ray

What Every Partnership Needs to Know, Grace Tillman, Oberman Law Firm
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What Every Partnership Needs to Know, Grace Tillman, Oberman Law Firm

What Every Partnership Needs to Know (Advisory Insights Podcast, Episode 12)

On this episode of Advisory Insights, Grace Tillman of Oberman Law Firm talked with Stuart Oberman about some of the key provisions that should be included in an operating agreement for a partnership, such as buy-sell provisions, redemption provisions, and dissolution provisions. Speaking from the experience of working with many other partnerships which have gone sour, the insights Grace offers in this episode could save you costly legal battles down the road.

Advisory Insights is presented by Oberman Law Firm and produced by the North Fulton studio of Business RadioX®. The series can be found on all the major podcast apps. You can find the complete show archive here.

Grace M. Tillman, Senior Corporate and Litigation Counsel, Oberman Law Firm

Grace Tillman
Grace Tillman, Senior Corporate and Litigation Counsel, Oberman Law Firm

Grace M. Tillman is Senior Corporate Counsel with Oberman Law Firm. For nearly 25 years, Ms. Tillman has represented small to large corporate clients in a wide variety of practice areas such as commercial litigation, real estate, health care, mergers & acquisitions, governmental compliance, and employment law.

Ms. Tillman provides guidance to clients regarding simple to complex labor and employment law matters, including the complexities of non-compete and non-solicitation agreements. In addition, Ms. Tillman also provides expert guidance on complex HR (Human Resources) issues, including specific employment matters involving the Americans with Disabilities Act (ADA); Family and Medical Leave Act (FMLA); the Age Discrimination in Employment Act (ADEA); and, the National Labor Relations Board (NLRB).

In the area of health care, which continues to evolve at the speed of light, Ms. Tillman’s experience includes oversight of hospital regulations, HIPAA Compliance, fraud and abuse, Medicare and/or Medicaid regulations, Anti-Kickback Statute, Stark Law, Telemedicine, state and federal insurance audits, and licensing board requirements.

Ms. Tillman has extensive litigation experience in federal, state, and appellate courts, as well as before administrative boards.

Ms. Tillman received her undergraduate degree in Business Management from Kennesaw State University, and Doctor of Jurisprudence from the University of Georgia School of Law. In addition, Ms. Tillman is licensed to practice law in Georgia and Tennessee.

LinkedIn

TRANSCRIPT

Intro: [00:00:01] Broadcasting from the studios of Business RadioX, it’s time for Advisory Insights. Brought to you by Oberman Law Firm, serving clients nationwide with tailored service and exceptional results. Now, here’s your host.

Stuart Oberman: [00:00:20] Welcome everyone to Advisory Insights. My name is Stuart Oberman of Oberman Law Firm. We have a fantastic guest with us today who’s going to cover some bombshell topics for those that are in a partnership. Grace Tillman, nice to see you today. How are you?

Grace Tillman: [00:00:38] Hi. Thank you for having me. I’m doing very well.

Stuart Oberman: [00:00:40] For those that don’t know Grace, Grace is our senior counsel at the firm, handles a lot of litigation, handles a lot of federal compliance issues, and loves and adores operating agreements, partnership agreements, everything that makes up a partnership.

Stuart Oberman: [00:01:02] Now, what we’ve got to take a look at is – Grace, you and I say this all the time – it is easy to get into a marriage, it is very difficult to get out. So, again, we could spend so much time on this one topic, but I want you to cover where are partnerships? You know, the buy-sell provisions, redemption provisions, dissolutions, majority of decisions. Who’s making that decisions? What’s the structure of this? And I know you solve a lot of problems in this area.

Stuart Oberman: [00:01:40] So, I want you to talk about some operating agreements, which is sort of like the constitution, if you will, in partnership agreements. But tell us really what’s going on, on some of these things, some of these things you’re running into and some of the problems. I know we could talk all day on this, but I want you to hit on a couple of things that really you’re running into all the time and what our listeners need to know.

Grace Tillman: [00:02:04] Sure. Sure. An operating agreement mostly are used with limited liability companies. They also can be used for partnerships. And while they’re not required, whenever there are two or more members in an LLC, like you said, like for a partnership, it is strongly recommended that you actually have an operating agreement which lays out what the member’s expectations are about what’s going to happen running and operating the LLC or partnership.

Grace Tillman: [00:02:32] But one of the most overlooked items that actually should be in every operating agreement is your exit strategy. I mean, of course nobody goes into a business, much like nobody goes into a marriage, thinking that it’s going to fail. Unfortunately, that does not always happen and people don’t always get along forever and ever, and then the company is passed on to their children.

Grace Tillman: [00:02:56] So, we need to have set in advance, while everybody is still friendly, it’s nice to set out what’s going to happen if the members no longer agree. What happens if one of the partners wants to retire? What happens if somebody dies or becomes disabled? So, these are all very important things to consider when entering into a partnership.

Grace Tillman: [00:03:23] So, some of the things that we see and we wish we would see because, oftentimes, like you said, they come to us because they don’t have a provision and people say, “Well, what do I do now?” And now we need to craft this on the backend when people aren’t in agreement or friendly and it winds up costing – I can’t even tell you how much more money to do it on the back side – because if everybody’s friendly, we can say, “Oh, yeah. It’s fair. Let’s split it this way.”

Grace Tillman: [00:03:49] But when you’re mad at somebody, it’s like a divorce and people are fighting over the dishes. Nobody wants the dishes. They just don’t want the other person to have the dishes. And so, that’s what we find out here.

Grace Tillman: [00:04:02] So, here are some provisions we like to see, some are optional, you can have maybe one or more. But a buy-sell provision, which you mentioned, buy-sell provisions are kind of like if you have two kids, they both want the cookie, and you’re asking them to split it. Somebody’s going to split it very evenly so that both people get an even share. What happens is one of the parties offers to either buy the interest of the other member in the company or sell their interest in the company for the same price.

Grace Tillman: [00:04:34] So, the offering party sets the price, says to the party that they’re trying to buy out, “Here, I would like to buy your interest for this amount.” Now, they’re going to give you a very fair and equitable amount because whatever they offered to buy your interest for, they also have to sell their interest at the same price. If the person who receives the offer says, “No, I don’t want to sell, but I would like to buy you out,” that becomes the set price. So, again, like I said, it becomes a very fair and equitable price because you’re not going to offer to buy somebody else out for $10 a share if you then had to sell your shares for $10. So, you will find generally that helps.

Grace Tillman: [00:05:20] And the problem is maybe sometimes people don’t want to buy or sell. So, now, we have some other options that are available. And one is a mandatory redemption by the company at a fair market value upon the occurrence of certain events. Fair market value is determined generally by the parties in advance. How they calculate that, it would be a predetermined valuation or formula such as an appraisal. And usually this is upon the occurrence of a specific event. Let’s say somebody wants to retire or they passed away or they become permanently disabled. We have a mandatory redemption in those situations at a set value.

Grace Tillman: [00:06:01] And the mandatory redemption, generally, is intended to maximize the value of the selling party, but also to preserve any interests that the company may have. And everybody is looking out for the best interests of both parties in this situation.

Grace Tillman: [00:06:18] Another mandatory redemption event could be upon the occurrence of other events. This time it’s a mandatory redemption at a reduced value. Now, this is usually used in a case where one of the members or a partner has engaged in some type of negative behavior, if you will, that could damage or has damaged the company, the partnership, or the other members of the company or partnership.

Stuart Oberman: [00:06:44] That never happens.

Grace Tillman: [00:06:45] It does happen. Things like this could be if you’re in a business that requires you to be licensed. Well, you’ve lost your license, you’ve done something, it might be some type of negligence, or it could be just some type of administrative error. But you’ve lost your license and now you can’t practice in whatever field that might be. It could be dentistry, medicine, the law practice, engineer, there’s lots of things. Don’t pay those bar dues and see what happens [inaudible].

Grace Tillman: [00:07:16] Other things that could be, maybe one of the members got arrested or indicted or convicted of a crime, and now you don’t want to be associated with them. Or maybe they have materially violated the terms of your partnership or operating agreement. They could have committed fraud or embezzlement. Well, in this instance, the company has a mandatory or a right to purchase the interest of this defaulting member, if you will, at a reduced value. And you can set those reduced values, it might be 75 to 50 percent of the appraised value or it could be the value determined by a specific formula.

Grace Tillman: [00:07:54] Oftentimes, we’ll see these, “We’re going to buy you back, but we’re giving you nothing for goodwill because you did your best to damage it.” So, you don’t get anything for that. You’re going to get a value of assets only.

Grace Tillman: [00:08:05] Another option, there could be mandatory dissolution of the company where everybody gets liquidated. We’re at loggerheads. We’re the complete stalemate. We can’t agree with one another. Fine. Business is over. You don’t want to agree with me. You don’t want to work with me. Then, we’re both packing up our toys and we’re going home.

Stuart Oberman: [00:08:22] I got a question for you on the cases that you work on. You mentioned fraud, so percentage-wise – and it’s maybe a little bit hard to do – but the cases that you and I work on, you work on and the office works on, how many do you think involve fraud when, basically, one partner wants to get out of the marriage, if you will.

Grace Tillman: [00:08:50] It’s actually more than you would think. But to answer the question, in true lawyer fashion I’m coming back with a question, well, how do you define fraud? Because some people, it’s intentional fraud. Other people, it’s unintentional fraud. “Oh, wait. We weren’t supposed to be doing this. I didn’t know I wasn’t allowed to be running my mortgage through the business. Wait.” But it can be a higher percentage than you think. And, again, sometimes it’s minor fraud, something little. Other times it’s a big deal. It can be something that potentially, again, if you’re in a licensed business, could put your license at risk what your partner is doing, especially if the fraud involves your client.

Stuart Oberman: [00:09:36] Well, it’s funny. A lot of businesses as a whole, like embezzlement, that’s a little bit different than what we’re talking about. But embezzlement is about 60 percent of all businesses. I’m just thinking out loud here, that may be another topic that we cover on what to do if you suspect your partner is defrauding you. That’s a whole internal investigation.

Grace Tillman: [00:10:05] It is something that is totally different, and it is absolutely a problem.

Stuart Oberman: [00:10:08] We may look at that down the road. But I’m sorry, I got off track. I’m sorry to interrupt you.

Grace Tillman: [00:10:15] No, no, no. And, again, I think that’s very important. I think it’s worthwhile exploring because I think that our clients, our listeners, everybody would benefit from that knowledge because it happens, like I said, much more often than you think it does.

Grace Tillman: [00:10:28] So, we were talking about mandatory dissolution or sale of a company in the event that the members of the partners reach a stalemate. Again, it’s set out in advance. If we’ve reached a point where we cannot agree anymore, and this is a situation, honestly, when you reach it, you don’t want to be in business with this other person anymore because you’re just fighting.

Grace Tillman: [00:10:51] It’s like the point in the marriage where all you do is fight and everybody knows it’s over. And that’s where you are, and you’re saying, “We need to call an end to it. I’m not going to continue the business without you. You’re not continuing the business without me.” And there could be any number of reasons why that may happen, but we’re done and we’re either going to sell or liquidate.

Stuart Oberman: [00:11:14] Now, you mentioned something going on. I keep going back because you’ve said so much information. I’m trying to absorb it all. I’m thinking from what our clients would say, but you mentioned something along these lines of what we call a put call option as far as sale goes.

Grace Tillman: [00:11:34] Right. That was the first one, kind of like the buy-sell. Say, I’m either going to buy you out or you’re going to buy me out. But either way, one of us is leaving at the end of this deal.

Stuart Oberman: [00:11:43] So, how many of those put call options do you see? I know the ones that I’ve looked at they’re pretty nasty.

Grace Tillman: [00:11:53] A lot of times they are, and they’re usually a whole lot nastier if they’re not equal partners and they’re drafted in a way that gives the majority partner maybe a little more push. Because somebody’s got to come up with a whole lot of money, cash at closing to buy out a partner, that becomes harder to do. But they can be nasty.

Grace Tillman: [00:12:19] Again, if they’re drafted in advance when everybody is still friends or they think the business is going to be continuing for a longer period of time, they’re not. But my recommendation is they should be in every operating agreement, whether you exercise the option or not, I think that you should have, if not that exit strategy, you need to have something. And you need to have something that addresses what happens when the parties, maybe, reach deadlock or stalemate.

Grace Tillman: [00:12:48] And first step maybe isn’t selling. There’s lots of other options that you and your attorney can work and come up with creative options, things that range from mediation to arbitration, and who do we select, do we defer to a third party, can we go to an expert and get an opinion if we disagree. There’s a whole lot of things you can put into an operating or membership agreement or partnership agreement short of shutting everything down, buying one party out. But, again, we’re just talking exit strategy. So, we’ve reached the point where we’re done and the parties aren’t going to continue anymore in this business.

Grace Tillman: [00:13:28] Kind of sort of the last one I want to touch on – and I know we don’t have a tremendous amount of time to talk about all of them because I could go on for hours.

Stuart Oberman: [00:13:35] This is a week long seminar. Are you kidding me?

Grace Tillman: [00:13:37] It could be. It could be. And I have actually spent daylong seminars just talking about operating agreements. So, the last one would be if there is a majority member or partner where one party is disproportionately greater invested in the business, a lot of times we’ll see in an operating agreement or partnership agreement where that member, that majority member, has a right to buy out the minority member if they can’t agree anymore. It’s like, “We’re not going to be in business anymore, but here it is.”

Grace Tillman: [00:14:09] And the formula is established in advance so that the minority member actually enters into the partnership or limited liability company knowing what their payment is on the backend. It’s not that the majority member can squeeze them out and say, “I am going to pay you $0.10 per membership unit that you own.” No. It’s going to be some version of a more equitable, fair market value for the minority member’s interests. And, again, it would be before the minority member entered into the business. They would know what they were getting when they were coming out, if the parties couldn’t agree.

Grace Tillman: [00:14:45] I know we talked about this briefly, and I know I really kind of flew through a bunch of these, but if there’s not an exit strategy in place – which I see a lot – and the members can agree on how to terminate or wrap up their business or what to do, you can be looking at a very costly legal battle for both parties.

Grace Tillman: [00:15:10] And when I talk about a costly legal battle, I’m not just talking about the financial cost because there is a whole bunch of work that goes into creating a business, and a lot of that comes with an emotional component. And when you’re watching that be unsuccessful or dismantled, there’s a cost to that that a lot of people don’t realize. And you don’t want to be in a position where you no longer wish to be associated professionally with someone and you’re forced to still be there.

Stuart Oberman: [00:15:44] Wow. That’s amazing information. Well, I want to mention one other thing, is that, how in tuned you are into the employment side and partnership agreements. And I know we come to the end of our podcast for this particular topic, but you have another podcast that you’ll be doing for the firm regarding EEOC, which I can’t wait to share with our business partners, we have local, national, and some global clients. But you’re also speaking on October 27th for SHRM-Atlanta. So, that’s going to be a great event.

Stuart Oberman: [00:16:30] Again, it’s a great honor because you’ve been in the forefront of what’s going on as far as employment law goes. And I know you did an enormous job during COVID-19, keeping everyone informed by the hour, including us at the firm.

Stuart Oberman: [00:16:43] But in closing, is there anything you want to add on that 10,000 foot view of getting into a marriage and getting out?

Grace Tillman: [00:16:55] Well, it’s much like a pre-nup. If you enter into an agreement or into a business relationship or a romantic relationship, and everybody knows what happens if things go south, you are going to save money, you are going to save time, you are going to save aggravation. And best of all, you have some certainty. You’re not wandering around lost wondering what happens now. You know what happens.

Stuart Oberman: [00:17:21] Perfect. I agree. Grace, thank you so much for joining us today. I can’t wait to hear your subsequent podcast on EEOC’s investigations.

Stuart Oberman: [00:17:32] Ladies and gentlemen, thank you for joining us. If you want to reach Grace Tillman, please feel free to email her at grace, G-R-A-C-E, @obermanlaw.com Phone number 770-886-2400. Thank you again, Grace. It was great having you. Ladies and gentlemen, thanks. Have a fantastic day. And we look forward to our next podcast. Thank you.

Outro: [00:17:56] Thank you for joining us on Advisory Insights. This show is brought to you by Oberman Law Firm, a business-centric law firm representing local, regional, and national clients in a wide range of practice areas, including health care, mergers and acquisitions, corporate transactions, and regulatory compliance.

 

About Advisory Insights Podcast

Presented by Oberman Law Firm, Advisory Insights Podcast covers legal, business, HR, and other topics of vital concern to healthcare practices and other business owners. This show series can be found here as well as on all the major podcast apps.

Stuart Oberman, Oberman Law Firm

Stuart Oberman
Stuart Oberman, Founder, Oberman Law Firm

Stuart Oberman is the founder and President of Oberman Law Firm. Mr. Oberman graduated from Urbana University and received his law degree from John Marshall Law School. Mr. Oberman has been practicing law for over 25 years, and before going into private practice, Mr. Oberman was in-house counsel for a Fortune 500 Company. Mr. Oberman is widely regarded as the go-to attorney in the area of Dental Law, which includes DSO formation, corporate business structures, mergers and acquisitions, regulatory compliance, advertising regulations, HIPAA, Compliance, and employment law regulations that affect dental practices.

In addition, Mr. Oberman’s expertise in the healthcare industry includes advising clients in the complex regulatory landscape as it relates to telehealth and telemedicine, including compliance of corporate structures, third-party reimbursement, contract negotiations, technology, health care fraud, and abuse law (Anti-Kickback Statute and the State Law), professional liability risk management, federal and state regulations.

As the long-term care industry evolves, Mr. Oberman has the knowledge and experience to guide clients in the long-term care sector with respect to corporate and regulatory matters, assisted living facilities, continuing care retirement communities (CCRCs). In addition, Mr. Oberman’s practice also focuses on health care facility acquisitions and other changes of ownership, as well as related licensure and Medicare/Medicaid certification matters, CCRC registrations, long-term care/skilled nursing facility management, operating agreements, assisted living licensure matters, and health care joint ventures.

In addition to his expertise in the health care industry, Mr. Oberman has a nationwide practice that focuses on all facets of contractual disputes, including corporate governance, fiduciary duty, trade secrets, unfair competition, covenants not to compete, trademark and copyright infringement, fraud, and deceptive trade practices, and other business-related matters. Mr. Oberman also represents clients throughout the United States in a wide range of practice areas, including mergers & acquisitions, partnership agreements, commercial real estate, entity formation, employment law, commercial leasing, intellectual property, and HIPAA/OSHA compliance.

Mr. Oberman is a national lecturer and has published articles in the U.S. and Canada.

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Oberman Law Firm

Oberman Law Firm has a long history of civic service, noted national, regional, and local clients, and stands among the Southeast’s eminent and fast-growing full-service law firms. Oberman Law Firm’s areas of practice include Business Planning, Commercial & Technology Transactions, Corporate, Employment & Labor, Estate Planning, Health Care, Intellectual Property, Litigation, Privacy & Data Security, and Real Estate.

By meeting their client’s goals and becoming a trusted partner and advocate for our clients, their attorneys are recognized as legal go-getters who provide value-added service. Their attorneys understand that in a rapidly changing legal market, clients have new expectations, constantly evolving choices, and operate in an environment of heightened reputational and commercial risk.

Oberman Law Firm’s strength is its ability to solve complex legal problems by collaborating across borders and practice areas.

Connect with Oberman Law Firm:

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Tagged With: dental practices, dissolving a partnership, Grace Tillman, Oberman Law, Oberman Law Firm, operating agreements, Partnership, Stuart Oberman

Tax Consequences of a Practice Sale

September 30, 2022 by John Ray

Advisory Insights Podcast
Advisory Insights Podcast
Tax Consequences of a Practice Sale
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Tax Consequences of a Practice Sale

Tax Consequences of a Practice Sale (Advisory Insights Podcast, Episode 11)

On this episode of Advisory Insights, Stuart Oberman talked with Danielle McBride, Partner at Oberman Law Firm, on corporate sales transactions. She emphasized the importance of involving a CPA early in the transaction to ensure that the proper documentation is in place to avoid double taxation.

Advisory Insights is presented by Oberman Law Firm and produced by the North Fulton studio of Business RadioX®. The series can be found on all the major podcast apps. You can find the complete show archive here.

Danielle McBride, Partner, Oberman Law Firm

Danielle McBride
Danielle McBride, Partner, Oberman Law Firm

Danielle McBride has been practicing law for over 21 years, and her primary focus is representing healthcare clients on a local, regional, and national basis. Ms. McBride regularly consults with clients regarding simple to complex healthcare transitions, including mergers and acquisitions, employment law, governmental compliance, tax strategies, practice valuations, DSO formation and structures, employee compensation, associate and partnership contracts, joint ventures, and partnership buy-in/buy-outs.

In addition, Ms. McBride brings a wealth of knowledge and experience preparing practice valuations for clients, as well as formulating simple to complex tax strategies, and entity formations.

Ms. McBride holds a Bachelor of Arts in Sociology/Criminology from The Ohio State University, a Juris Doctor (J.D.) from Ohio Northern University Pettit College of Law, and a Master of Laws (LL.M.) in Taxation from Case Western Reserve University.

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TRANSCRIPT

Intro: [00:00:01] Broadcasting from the studios of Business RadioX, it’s time for Advisory Insights. Brought to you by Oberman Law Firm, serving clients nationwide with tailored service and exceptional results. Now, here’s your host.

Stuart Oberman: [00:00:19] Welcome everyone to Advisory Insights. This is Stuart Oberman, Oberman Law Firm. Well, we have a fantastic guest with us today on our podcast, Danielle McBride, who is a partner in Oberman Law Firm, and who does an enormous amount of health care transactions on a national basis.

Stuart Oberman: [00:00:40] For those who are not familiar with our firm, we are very, very health care centered. Last year, we did 135 transactions, and I believe the number was, maybe, about 350 million was total of the transactions. So, through this craze that we’re in, mergers and acquisitions, the tax consequences are so under viewed that they got to get out in the forefront of these issues.

Stuart Oberman: [00:01:14] And Danielle McBride, who does a fabulous job with the firm, and who is our resident tax guru, if you will, and has a master’s in tax is really going to walk us through some things. And I got some questions along the way that she’ll answer, hopefully. And this is such an ongoing topic. We can talk about tax consequences for a day and not even cover everything on a merger and acquisition. So, Danielle, welcome to the show again.

Danielle McBride: [00:01:44] Thanks, Stuart. Good to be here and happy to put some information out there so our buyers and sellers can be a little more educated on these topics.

Stuart Oberman: [00:01:51] Yeah, it’s amazing. It is amazing how many questions you receive and we all receive on these deals and how uninformed some advisors are. And I want you to touch on that later on during the podcast. But, you know, I want to talk about some of the things you run into on the sales tax side, you’ve got goodwill, you’ve got personal versus corporate, you’ve got C versus S corporations, you’ve got reporting issues. I know, again, it’s a long, long, long conversation we can have on this. And I know you’ll drill it down to the basics, which will not cover all the details. So, tell us, I want to know what you’re running into on some of these sales.

Danielle McBride: [00:02:39] Sure. So, you know, basic tax consequences, I think a lot of that information is out there. You’ve got a sale of tangible assets, a sale of goodwill, capital gain on goodwill, tax treatment is ordinary income on the sale of tangible assets. But it gets much more complicated and there can be a lot more detail involved depending on the type of entity that someone has.

Danielle McBride: [00:03:03] So, if your seller is, say, a C Corporation versus an S Corporation or an LLC, a C Corporation has an entity level tax. It’s not a pass through entity, which means that there is a tax on the sale of any assets from the corporation first. And then, you’ve got your shareholders receiving distributions of the balance of that. And so, there could be a goodwill double taxation issue if your corporation owns the goodwill and sells it. So, that’s where personal goodwill is kind of a key component.

Danielle McBride: [00:03:42] And most important in these C Corporation sales, and we still have a lot of older C Corporations that are out there in the health care world, so you want to make sure that you’re looking at that. Not only C Corporations but S Corporations. If a C Corporation elected S Corporation status, they have a five year window during which they still get treated if they sell assets like they’re a C Corporation. They call it a built-in gains tax.

Danielle McBride: [00:04:14] So, you’ve got to be aware if you’re a C Corporation or a C that elected S status and you haven’t met your five year built-in gains tax window, personal goodwill in those cases is just key because you’re going to avoid a double taxation issue if you set up the transaction properly using personal goodwill instead of having the corporation own and sell all of the assets.

Stuart Oberman: [00:04:39] That’s a good point.

Danielle McBride: [00:04:39] So, it could be a huge tax difference here. And so, that’s something you got to talk to your advisors about, make sure that it’s being structured properly, make sure your contracts have those things specifically listed in it, and the sellers are listed as both personal seller selling personal goodwill and corporations selling the assets.

Danielle McBride: [00:05:03] And then, that even goes down to payments as well. Make sure if you’re getting personal goodwill and it’s a key component in this C Corporation or what we call sort of a non-ripe S Corporation. You know, the payment and all of the documentation needs to track in order to protect that personal goodwill concept and keep you from paying twice on the goodwill.

Stuart Oberman: [00:05:28] A non-write election corporation?

Danielle McBride: [00:05:32] Non-ripe.

Stuart Oberman: [00:05:33] Ripe. Okay.

Danielle McBride: [00:05:34] We call it a non-ripe S election when you’ve elected S Corporation status and you have that five year building gains tax window that you have to meet.

Stuart Oberman: [00:05:44] You just mentioned a couple of things. Do you write in cases where the CPAs, one, don’t understand transactions, or, two, they don’t get involved early enough?

Danielle McBride: [00:05:57] Yeah, absolutely. And the latter is what I see most often. The clients are hesitant to get their accountants involved early in the transaction, and I think that’s one of the biggest mistakes that I see made is not involving that CPA. And there are lots of good CPAs out there that understand and work in these dental transactions. And they just need to be looped in and they need to help talk about personal versus corporate goodwill. If there are tax attributes that the corporation could use some things allocated to corporate goodwill versus personal goodwill, because they’ve got corporate tax attributes to use up.

Danielle McBride: [00:06:44] I mean, the CPA is in a position to know these things, and they’re also the first line of defense if a transaction gets audited. So, they need to be involved from the beginning. And everybody needs to be on the same page. So, I always say, practice transitions, practice sales, business sales, they’re a team sport. And you need to have all your team players on the field when you’re trying to work through these things.

Stuart Oberman: [00:07:12] I don’t know, some transactions are a blood sport. I don’t know about a team sport.

Danielle McBride: [00:07:18] That’s when we get the corporate transactions involved and it gets more complicated because –

Stuart Oberman: [00:07:22] And I know you run into this, when everyone is ready to quit the deal, I mean, everyone’s like, “I’m done with this. I can’t do this anymore. I’m sick of this. I’m done. We’re about one day away from finalizing the deal, aren’t we?” It’s just gets to that stage.

Stuart Oberman: [00:07:37] Now, you also mentioned a couple of things. You mentioned, you know, at the end of the transaction, there’s got to be a true up of allocations that have to be reported to the IRS. How important is that and what form is that?

Danielle McBride: [00:07:51] That is very important, and it’s often overlooked, and most clients don’t understand this, and don’t know anything about it as well. It’s a Form 8594. So, in a sale transaction, you have to report the transaction to the IRS. That gets done on a Form 8594. That should be prepared by the accountants. Another reason accountants need looped into this, because they’re the ones that ultimately prepare that Form 8594 to submit to the IRS.

Danielle McBride: [00:08:21] So, in the documents, it’s important to have the price allocation spelled out so that the accountants can properly report this, because it’s the same as if you accidentally forget to report that you got a 1099 or a W-2 from an employer, you’re going to wind up audited because the IRS gets reporting from both sides of a transaction. So, if you don’t submit an 8594 or you submit one that’s different than the other party, it’s going to flag you for an audit.

Stuart Oberman: [00:08:54] Now, I got one question that we’ve run into on occasion. What happens if the buyer wants to set a floating sales price that is spread out through the years where, let’s say, they say if you hit this target, this is a sale price. And that may go on for two or three years. How complex is that and how problematic is that for the seller who doesn’t know what in the world to do with this taxes?

Danielle McBride: [00:09:21] Yeah. So, that is also a reason to have your accountant involved because there are certain ways that you can report that. And that may get reported as an installment sale. And those numbers, you don’t want to report it on that initial tax form that goes in because you may or may not receive those amounts. Those amounts could be treated as an installment sale, and you don’t get taxed until you actually receive the funds.

Stuart Oberman: [00:09:45] Oh, wow. Okay. So, that sounds like another podcast. I mean, it truly is amazing. You know, in this brief, brief segment that you’ve touched on, you’ve touched on corporate goodwill, personal versus corporate, C versus S Corporation, reporting 8594, and you’ve touched on installment sales. I mean, it is truly amazing what has to be done on a tax side from a sale, whether it is a small sale or $44 million sale, which we’ve handled on a transaction.

Stuart Oberman: [00:10:27] I say we could talk seven days on topics. But in closing, is there anything you’d want to add advice that we can give our listeners on what they want to do before they start getting into the meat of this transaction or a transaction?

Danielle McBride: [00:10:49] Well, make sure you reach out to your advisors. If you’ve got letters of intent, make sure you show those to your advisors and go through those. Make sure you’re thinking about the structure and the tax allocations. And make sure you understand the terms of the deal, you know, things like personal versus corporate goodwill. Another thing we didn’t even touch on that I see as a big issue is accounts receivable and how that’s going to be handled.

Stuart Oberman: [00:11:17] There’s another podcast. You’re making a career out of this.

Danielle McBride: [00:11:20] Yeah. You’re going to keep me on this.

Stuart Oberman: [00:11:24] We’re going to have the Danielle McBride show here in a minute. They’re going to give me the hook. You’ve already teed up seven episodes here. It’s like a version of a Game of Thrones, geez. Well, again, it is amazing and you’ve done an amazing job since joining the firm. We’re so happy to have you. You bring so much gravitas to the table. Again, we’re definitely going to have you back on this show.

Stuart Oberman: [00:11:53] So, in parting, if you need to reach Danielle, please feel free to email her at danielle, D-A-N-I-E-L-L-E, @obermannlaw.com. The phone number 770-886-2400. Folks, it’s been an absolute pleasure and we hope that you’ve at least taken away one golden nugget of this. And if so, we’ll consider this podcast an absolute success. Danielle, thank you again. I know you’ve got a convention to go to. And we appreciate your time. Thanks a lot. Ladies and gentlemen, thanks and have a fantastic day.

Outro: [00:12:30] Thank you for joining us on Advisory Insights. This show is brought to you by Oberman Law Firm, a business-centric law firm representing local, regional, and national clients in a wide range of practice areas, including health care, mergers and acquisitions, corporate transactions, and regulatory compliance.

About Advisory Insights Podcast

Presented by Oberman Law Firm, Advisory Insights Podcast covers legal, business, HR, and other topics of vital concern to healthcare practices and other business owners. This show series can be found here as well as on all the major podcast apps.

Stuart Oberman, Oberman Law Firm

Oberman Law Firm

Stuart Oberman, Founder, Oberman Law Firm

Stuart Oberman is the founder and President of Oberman Law Firm. Mr. Oberman graduated from Urbana University and received his law degree from John Marshall Law School. Mr. Oberman has been practicing law for over 25 years, and before going into private practice, Mr. Oberman was in-house counsel for a Fortune 500 Company. Mr. Oberman is widely regarded as the go-to attorney in the area of Dental Law, which includes DSO formation, corporate business structures, mergers and acquisitions, regulatory compliance, advertising regulations, HIPAA, Compliance, and employment law regulations that affect dental practices.

In addition, Mr. Oberman’s expertise in the healthcare industry includes advising clients in the complex regulatory landscape as it relates to telehealth and telemedicine, including compliance of corporate structures, third-party reimbursement, contract negotiations, technology, health care fraud, and abuse law (Anti-Kickback Statute and the State Law), professional liability risk management, federal and state regulations.

As the long-term care industry evolves, Mr. Oberman has the knowledge and experience to guide clients in the long-term care sector with respect to corporate and regulatory matters, assisted living facilities, continuing care retirement communities (CCRCs). In addition, Mr. Oberman’s practice also focuses on health care facility acquisitions and other changes of ownership, as well as related licensure and Medicare/Medicaid certification matters, CCRC registrations, long-term care/skilled nursing facility management, operating agreements, assisted living licensure matters, and health care joint ventures.

In addition to his expertise in the health care industry, Mr. Oberman has a nationwide practice that focuses on all facets of contractual disputes, including corporate governance, fiduciary duty, trade secrets, unfair competition, covenants not to compete, trademark and copyright infringement, fraud, and deceptive trade practices, and other business-related matters. Mr. Oberman also represents clients throughout the United States in a wide range of practice areas, including mergers & acquisitions, partnership agreements, commercial real estate, entity formation, employment law, commercial leasing, intellectual property, and HIPAA/OSHA compliance.

Mr. Oberman is a national lecturer and has published articles in the U.S. and Canada.

LinkedIn

Oberman Law Firm

Oberman Law Firm has a long history of civic service, noted national, regional, and local clients, and stands among the Southeast’s eminent and fast-growing full-service law firms. Oberman Law Firm’s areas of practice include Business Planning, Commercial & Technology Transactions, Corporate, Employment & Labor, Estate Planning, Health Care, Intellectual Property, Litigation, Privacy & Data Security, and Real Estate.

By meeting their client’s goals and becoming a trusted partner and advocate for our clients, their attorneys are recognized as legal go-getters who provide value-added service. Their attorneys understand that in a rapidly changing legal market, clients have new expectations, constantly evolving choices, and operate in an environment of heightened reputational and commercial risk.

Oberman Law Firm’s strength is its ability to solve complex legal problems by collaborating across borders and practice areas.

Connect with Oberman Law Firm:

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Tagged With: Advisory Insights, Advisory Insights Podcast, dental practices, employees, Oberman Law, Oberman Law Firm, Practice Sale, Stuart Oberman, Tax Consequences, Taxes

Tax Implications of a Practice Sale

September 23, 2022 by John Ray

Tax Implications of a Practice Sale
Advisory Insights Podcast
Tax Implications of a Practice Sale
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Tax Implications of a Practice Sale

Tax Implications of a Practice Sale (Advisory Insights Podcast, Episode 10)

On this episode of Advisory Insights, Stuart Oberman talked with Danielle McBride and Lauren Mansour, both Partners at Oberman Law Firm, on the tax implications of a practice sale. They covered letters of intent and what key provisions should be in them, common tax pitfalls, different classes of shares common with DSO acquirors, how to limit the tax consequences of Class C shares, and more.

Advisory Insights is presented by Oberman Law Firm and produced by the North Fulton studio of Business RadioX®. The series can be found on all the major podcast apps. You can find the complete show archive here.

Danielle McBride, Partner, Oberman Law Firm

Danielle McBride
Danielle McBride, Partner, Oberman Law Firm

Danielle McBride has been practicing law for over 21 years, and her primary focus is representing healthcare clients on a local, regional, and national basis. Ms. McBride regularly consults with clients regarding simple to complex healthcare transitions, including mergers and acquisitions, employment law, governmental compliance, tax strategies, practice valuations, DSO formation and structures, employee compensation, associate and partnership contracts, joint ventures, and partnership buy-in/buy-outs.

In addition, Ms. McBride brings a wealth of knowledge and experience preparing practice valuations for clients, as well as formulating simple to complex tax strategies, and entity formations.

Ms. McBride holds a Bachelor of Arts in Sociology/Criminology from The Ohio State University, a Juris Doctor (J.D.) from Ohio Northern University Pettit College of Law, and a Master of Laws (LL.M.) in Taxation from Case Western Reserve University.

LinkedIn

Lauren Mansour, Partner, Oberman Law Firm

Lauren Mansour, Partner, Oberman Law Firm

Lauren A. Mansour, Esq.’s practice is devoted to the representation of health care providers in various corporate and regulatory compliance matters. Lauren handles transactional matters for her clients, representing healthcare providers in joint ventures, mergers, and acquisitions. Ms. Mansour regularly counsels her clients on a range of compliance and regulatory matters, including anti-kickback and stark issues, fraud and abuse laws, state corporate practice of medicine doctrines, and state licensure laws.

Ms. Mansour’s expertise in the health care industry includes compliance of corporate structures, third-party reimbursement, contract negotiations, partnership agreements, commercial leasing, technology, health care fraud and abuse, professional liability risk management, federal and state regulations. Ms. Mansour has experience representing startups, seasoned professionals, and dental service organizations, and enjoys advising clients at every stage of practice ownership.

A graduate of the University of Georgia School of Law, Ms. Mansour joined Oberman Law Firm in 2010 and is licensed to practice law in Georgia and South Carolina.

LinkedIn

TRANSCRIPT

 Intro: [00:00:01] Broadcasting from the studios of Business RadioX, it’s time for Advisory Insights. Brought to you by Oberman Law Firm, serving clients nationwide with tailored service and exceptional results. Now, here’s your host.

Stuart Oberman: [00:00:20] Hello everyone and welcome to Advisory Insights Podcast. Well, today, we’ve got two special guests with us. There is a lot going on in the health care field for the mergers and acquisitions, whether it’s dental, vets, eye, it is all over the place. So, I got two of our great, great partners at the Oberman Law Firm today, and I want to introduce them, Lauren Mansour and Danielle McBride. Both of them do a tremendous job on mergers and acquisitions.

Stuart Oberman: [00:00:51] And I want to talk to Lauren a little bit first. And the key thing is letters of intent. I know if you’re an attorney, you do transactions, you always get, it seems, a signed letter of intent before you really, really have a chance to drill down on it. So, Lauren’s going to talk a little bit about letters of intent. And then, Danielle is going to talk about tax items that are really, really critical in a health care transition, whether it’s a private equity company or it is a private sale.

Stuart Oberman: [00:01:25] So, let’s start off, Lauren, tell you what, I want you to take me through some steps that our listeners need to know regarding LOIs. I mean, we’ve got stuff on holdbacks, real estate matters. I want you to drill down a little bit. Before I start, last year we did as a firm about 135 transactions totaling about 350 million. So, we’ve seen a lot of stuff come under the bridge, if you will, last year. And I think we saw a lot of things we don’t want to see happen again. So, Lauren, tell you what, talk to the audience, tell me a little bit about letters of intent, what you run into and your problems. And, hopefully, our listeners can pick up a couple of pointers.

Lauren Mansour: [00:02:12] Of course, happy to jump into this topic. So, a letter of intent kind of varies. Sometimes we see letters of intent that are a paragraph long, maybe half-a-page max, and sometimes they’re ten pages. And so, there’s definitely a lot of variance depending on the transaction.

Lauren Mansour: [00:02:31] I would say I was speaking with a buyer yesterday, even for just a simpler doctor to doctor transaction, I think it’s important to have a little bit more than half-of-a-page because you do want to flash out certain important concepts and just make sure that you and the seller or you and the buyer are on the same page, and you’re not both spending money on attorneys and bankers and CPAs, and spending time going through this process of negotiating a transaction, and you are never really on the same page to begin with.

Lauren Mansour: [00:03:08] So, I think that we don’t necessarily have to spend a whole lot of time on the letter of intent. But I think it’s important to make sure certain key items like, obviously, the purchase price, possibly even purchase price allocations, what does any post sale employment look like for the seller restrictive covenants, can we agree on those at the LOI stage, is there any real estate involved, and have terms been agreed upon. And if so, let’s include that.

Lauren Mansour: [00:03:39] For a buyer, it’s very important to have exclusivity language in the letter of intent, because you do want to make sure. Again, you’re kind of investing your time and money into the process and you want to make sure that the seller is not continuing to speak with other interested parties. And then, you also want to make sure there’s language that is clear that this document is not binding. I think most letters of intent will say that. But we have had clients in the past sign an LOI before we reviewed, and it was binding. And when they decided after diligence they wanted to walk away, they were facing legal action.

Lauren Mansour: [00:04:20] So, some important tips, I think that in larger transactions, so when our clients are selling, especially to a large group, these letters of intent can be very complex. And I was just looking at one the other day for a client that’s selling a group of practices, and she was looking at restrictive covenants that were not just around her practices, but statewide for any practice that the buyer group owned in any state, that entire state was wiped out for her.

Lauren Mansour: [00:04:56] And so, I think it’s important to kind of go through and make sure that you’re comfortable and you’re aware of the terms kind of before you move forward. Because with sellers, and if they’re talking with big group practices, you’re often courting several buyers. And so, if you can kind of flash out a lot of these concepts and make sure that you understand them, it’s more than just the purchase price. There’s now holdbacks and earnouts and equity involved.

Lauren Mansour: [00:05:31] And so, what do these holdbacks look like? So, sometimes we’ll have a very large transaction and it will briefly mention a holdback or the earnout, and what does that mean? Or the equity won’t be clearly spelled out, and so we have to ask questions. And it’s my opinion, better on the frontend to say, are there going to be any ties to any of this? Is the equity subject to forfeiture if employment terminates before a certain period? Or the earnout, what is it tied to? Do we have to just be employed or do we have to have certain collection levels that we have?

Stuart Oberman: [00:06:08] Can you explain, so you just hit really on a couple of points. One, have you seen a request on a national non-compete? Two, take our listeners through the process of what exactly is an earnout and a holdback.

Lauren Mansour: [00:06:26] I don’t know that I’ve seen a national non-compete. These are usually groups that are in several states that they’ll kind of limit to a region, but it definitely can be several states, and a lot of times it’s tied to equity. So, if you invest with the buyer group, they’ll tie you to think, “Okay. You need to be loyal to this group. Right now you’re invested with us, and so now, because of the equity, you have to not compete with us, not only around your practices, but around any practices we own. We don’t want you to work there.”

Lauren Mansour: [00:07:02] And so, sometimes there’s circles around every practice they own and sometimes there’s just statewide restrictions. If we own in this state, you cannot operate there. Which is sometimes not problematic when our clients are looking to retire. But other times it is, our clients are younger, they still want to work, there’s never any guarantees. And I think we have to look at things from the worst case scenario, just planning it. And so, it can be problematic.

Lauren Mansour: [00:07:32] With respect to your question on holdbacks or earnouts, in some occasions, a purchase price, let’s say, 80 percent of the purchase price is paid at closing, maybe there’s 20 percent that’s paid in an earnout. And that could be part of a purchase agreement or it could be part of an employment agreement.

Lauren Mansour: [00:07:53] But the earnout means, let’s say, it’s 100,000 a year for three years. And each year, in order to get $100,000, your practice has to continue to collect a certain level or it has to grow by a certain percent. And so, in order to get your 100,000 for the first year, your practice has to be at a certain collection level. And if it’s not, you do not receive that amount. Sometimes those earnouts are only tied to continued employment. So, as long as you’re working there, you would receive it. And we will try to negotiate things like, “Okay. Well, what if there’s death or disability? Would we get it in those events?” But that’s what the earnout looks like.

Lauren Mansour: [00:08:35] And then, holdbacks are similar. Sometimes holdbacks are just based on operating liability expenses to make sure that the seller didn’t leave anything unpaid that the buyer has to pay for. Other times they’re longer term holdbacks, they’re tied to either employment or some revenue metric, and you would receive that amount as long as the goal is met.

Stuart Oberman: [00:09:01] So, you mentioned a couple of things. One, invest in a group, is that where, let’s say, we’re talking about $100,000 deal, doctors will take $200 and invest that back into the private equity company?

Lauren Mansour: [00:09:21] Correct.

Stuart Oberman: [00:09:21] Let’s put that on $1,000,000 scale. So, the doctors are going to take $800,000 to put it in their pocket, and they are percentage. And the equity companies want to have the investment back into groups that are doctors putting in, essentially, $200,000 back into their pockets, if you will, whether it’s what? A or C shares you’re seeing, A or B share stock?

Lauren Mansour: [00:09:51] Right. So, there’s a portion of the purchase price that instead of you receiving that in cash at closing, you will invest it in an entity. And a lot of times with these groups, it may not be the actual buying entity. It may be a group that they formed where all of the doctors are investing into that specific entity. There’ll be an operating agreement. You’re governed by the terms of the existing agreements in place. There’s never any guarantees. Sometimes there’s discussion on the frontend.

Lauren Mansour: [00:10:22] I’ve actually seen it a couple of times recently and spoke with some of my colleagues about how it was actually in writing from a buyer that they expected it to be X amount. But, usually, they may tell you how much you may receive on a return or what they’re expecting. But, again, never any guarantee. The buyers will usually give you some timeframe that they are expecting to roll, so it may be, “We’re expecting within the next year or in two years. That’s when we’re going to do our equity event and you’ll be able to see some of this investment back.” But it’s generally variable, economy and what’s going on in terms of what the buyer pool will look like.

Stuart Oberman: [00:11:04] I mean, just great information. So, literally in 15 minutes, you’ve hit on some amazing topics, purchase price, holdbacks, earnouts, length of terms of employment contracts, real estate, restrictive covenants, equity earnouts, real estate exclusivity binding. I mean, this is a seven day conversation that we’re putting in to, like, 15 minutes. So, you did an enormous, enormous job outlining everything. Is there anything else you want to add that may be of importance to buyers or sellers on any kind of transaction regarding an LOI until we jump into our tax side of the sale?

Lauren Mansour: [00:11:49] I mean, I just think overall, regardless if you’re the buyer and you’re looking at terminating employment, maybe even before you sign a purchase agreement, which I think you need to be cautious about, I think it’s very important for a buyer to have a LOI that’s clearly spelled out so that you know both parties are on the same page with respect to most of the major terms.

Lauren Mansour: [00:12:11] And then, a seller, especially with these very complex group LOIs, I think it’s also important, one, just to understand everything and sometimes to flash things out a little more fully than they even are in that group. LOI, just because, again, I feel like at times you have more negotiation power at the LOI stage. So, once you’ve signed something, if you didn’t understand it or we think, “Oh, this isn’t really market, let’s see if we can change it,” it sometimes becomes more difficult.

Lauren Mansour: [00:12:41] And so, I think it’s a good idea to have that letter of intent reviewed and to fully negotiate it at that stage while the buyer is basically courting you versus after you’ve already signed. So, I think that would be my advice is definitely to pay attention, not to disregard the LOI and to make sure that you’re comfortable with all of the terms.

Stuart Oberman: [00:13:01] Yeah. That’s just great information. Like I said, this is a seven day conversation and we’re trying to boil it down into a relatively short period of time, if you will. Lauren, thank you very much on that.

Stuart Oberman: [00:13:12] And now I want to jump over to Danielle McBride, who does an enormous amount of transactions as does Lauren on a national basis. And Danielle is our resident tax attorney, also extraordinaire, she’s got a master’s in tax. And I know that this could be a 75 day conversation on tax, but there’s so many things that can really go sideways regarding tax issues in a merger and acquisition. And, Danielle, I want you to touch on a few of those sort of landmines, if you will.

Stuart Oberman: [00:13:49] And then, Lauren said to two things. I want to know the tax consequences on earnout and what that looks like. And, again, I know there’s so much information you can provide. But I want you to to discuss some of the tax issues that you run into through your training and experience. And you’ve been on both sides of the fence. You also done state planning for tax issues. So, you’ve got a well-versed bullpen, if you will. So, Danielle, take it away. I want to hear some things that our listeners want to hear about.

Danielle McBride: [00:14:27] Sure. I would just start off by saying I completely agree with Lauren, though, about consulting with your advisors on the letter of intent on some of these concepts, because if you don’t get them flashed out, you don’t understand them. And then, especially with a corporate sale, it becomes sometimes impossible to negotiate off of those things that are in the letter of intent with them.

Danielle McBride: [00:14:51] So, I do agree with her. It’s really important to look. Just because people tell you letters of intent are nonbinding, don’t skip that step in having it reviewed by your advisor because it makes the our job a lot more difficult and it could really change some of the tax consequences for you.

Danielle McBride: [00:15:10] So, as far as tax implications, there’s sort of some basic tax implications on these deals, whether it’s a private party or a corporate sale. You know, it gets more complex when you’ve got the corporate sales and the DSOs that are buying these, and you’ve got the rollover equity, and earnouts, and holdbacks, and those sorts of things. So, your basic tax consequences, you’re got a sale of assets, tangible assets, your fixed assets, and you’ve got your goodwill.

Danielle McBride: [00:15:43] The goodwill can be a big deal and there can be some tax traps there as far as is this professional personal goodwill, is it corporate owned goodwill, and how is that allocated. You know, there can also sometimes be some negotiation as to how much is allocated on the side of the goodwill versus the tangible assets. And there are a few differences between those tax implications and whether buyers and sellers, whether it’s private party or a corporate sale, how much are you going to allocate to either transaction.

Danielle McBride: [00:16:23] So, the complexity comes from the corporate sales and when you’ve got these holdbacks and rollover equity. So, a private party is pretty much going to pay you cash at closing. So, you’re going to have your tangible assets and your goodwill allocation. You’re going to have a portion that’s taxed at ordinary rates. You’re going to have a portion that’s taxed at capital gains rates. Usually, the bulk of that is capital gains for your goodwill allocation.

Danielle McBride: [00:16:48] But on a corporate deal, you’re not getting all cash at closing. You’re usually getting maybe 70 to 80 percent as cash at closing. And the rest is in these earnouts, holdbacks, and rollover equity, like Lauren mentioned.

Danielle McBride: [00:17:02] So, that rollover equity piece, earnouts, and holdbacks, those are usually taxed. They’re usually tied to compensation, performance triggers, and things like that. They’re paid over time. And a lot of times those are paid as compensation, and you get taxed at compensation rates, at ordinary income rates for those.

Danielle McBride: [00:17:22] Your rollover equity, though, you can get tax deferral on that rollover equity. So, you’re investing in a parent company or a holding company that one of these corporate buyers has. And so, you’re contributing assets in exchange for goodwill often. And so, you’re getting a tax deferral on this rollover equity under Section 721. And you don’t recognize any tax on that until you sell it later, until that company has what they call a liquidity event, or they bring in a new private equity buyer, or they sell the entire company.

Danielle McBride: [00:18:09] Some of these are scaling up and then they sell the entire business to someone new. That’s when you would wind up with your taxable event and recognize capital gains tax, usually, because your contribution of assets is typically goodwill contribute in exchange for that rollover equity.

Stuart Oberman: [00:18:32] I have one question for you. So, on the capital gains side, you mentioned 721. Now, you’ve got another podcast coming up where we’re actually going to touch even more on 721s, which are critical to the tax consequences. But one thing I want to know is, is investment in shares – our clients get letters of intent and it’s A shares, C shares – what is the difference on the tax consequences, if any, on those particular A shares or B shares or C shares?

Lauren Mansour: [00:19:07] Sure. Well, in most cases with a seller, they’re receiving A or B shares, typically it’s B shares. The A shares will be held by the members who created the entity. Those owners, the directors, the managers of that business, they may hold the A shares, which may mean that they have more authority, more management power. That’s usually the big difference between class A, class B shares. Class A shares can sometimes have a preferred return where money is paid out to those Class A shareholders first before the Class B shareholders, which are usually all your doctors.

Danielle McBride: [00:19:43] You can also have Class C shares where you don’t have a typical equity, but maybe you have an associate. Seller has an associate who they want to keep on board. Buyer wants them to stay on board so they offer some Class C shares that are really a profits interest in the business. And those can be subject to vesting requirements, and continued employment, hitting performance triggers, things like that, and they won’t get a return on those until they hit the four years that they have to work with them.

Danielle McBride: [00:20:21] So, those Class C shares, usually, they don’t share in the existing value of the practice. It’s usually just a go forward thing. So, once those shares vest, they will have a piece of the pie in any growth in the business, not in the existing value of the business, and those can get complicated.

Danielle McBride: [00:20:46] And, now, there’s something called an 83B Election that can come in, so you’re not getting taxed, so you can limit your tax consequences and get a substantial portion of this growth in capital gains versus ordinary income tax like compensation on these amounts. It can get very complicated.

Stuart Oberman: [00:21:06] 83B sounds like another podcast.

Danielle McBride: [00:21:09] Yes.

Stuart Oberman: [00:21:09] I think you just teed yourself up to another at bat here. I got you. I got you. Well, you know, the funny thing, I’m listening to you talking all this information, and it’s amazing to me how many -and I hate to say this – CPAs and financial advisors don’t understand this when they get into these transactions. And then, it becomes very complex when someone like you understands the absolute tax side of this has a financial adviser on the other side and doesn’t explain or can’t explain to the seller why it is so beneficial, yet risky to a certain extent, in the long run.

Stuart Oberman: [00:21:53] So, I’m sitting here listening to all this and these are the questions that our CPAs are asking us – they’re asking you, they’re not asking me.

Danielle McBride: [00:22:05] Yeah. Yeah. Definitely. They’re asking me in.

Stuart Oberman: [00:22:08] They ask me these questions, I’m getting you on speed dial, so we’re good with that. We’re good with that.

Danielle McBride: [00:22:12] Yeah. Yeah.

Stuart Oberman: [00:22:13] I tell you, like I say, we got another podcast coming up with you and I know we’re going to cover 721 and 83Bs. But, Danielle, thank you so much for this information. I think the information that you gave was just enough to let our clients know, our listeners know, or maybe they’re not even doing business with us but, yet, they’re going to get their financial advisors, their CPAs, and their lawyers involved. But, Danielle, extraordinary job. I look forward to our next podcast. And I know Lauren’s going to have some further input later on down the road on some of these podcasts.

Stuart Oberman: [00:22:54] But, folks, we are about to conclude the Advisory Insights podcast. My name has been Stuart Oberman, Oberman Law Firm. So, if you want to reach out to Lauren, please feel free to email Lauren at lauren, L-A-U-R-E-N, @obermanlaw.com. And danielle, D-A-N-I-E-L-L-E, @obermannlaw.com. A phone number for the firm is 770-886-2400.

Stuart Oberman: [00:23:23] Folks, thanks so much for listening in. Danielle, Lauren, thank you so much for your time. And I know it’s invaluable, invaluable information. Ladies and gentlemen, thanks a lot. Have a fantastic day.

Outro: [00:23:37] Thank you for joining us on Advisory Insights. This show is brought to you by Oberman Law Firm, a business-centric law firm representing local, regional, and national clients in a wide range of practice areas, including health care, mergers and acquisitions, corporate transactions, and regulatory compliance.

 

About Advisory Insights Podcast

Presented by Oberman Law Firm, Advisory Insights Podcast covers legal, business, HR, and other topics of vital concern to healthcare practices and other business owners. This show series can be found here as well as on all the major podcast apps.

Stuart Oberman, Oberman Law Firm

Oberman Law Firm

Stuart Oberman, Founder, Oberman Law Firm

Stuart Oberman is the founder and President of Oberman Law Firm. Mr. Oberman graduated from Urbana University and received his law degree from John Marshall Law School. Mr. Oberman has been practicing law for over 25 years, and before going into private practice, Mr. Oberman was in-house counsel for a Fortune 500 Company. Mr. Oberman is widely regarded as the go-to attorney in the area of Dental Law, which includes DSO formation, corporate business structures, mergers and acquisitions, regulatory compliance, advertising regulations, HIPAA, Compliance, and employment law regulations that affect dental practices.

In addition, Mr. Oberman’s expertise in the healthcare industry includes advising clients in the complex regulatory landscape as it relates to telehealth and telemedicine, including compliance of corporate structures, third-party reimbursement, contract negotiations, technology, health care fraud, and abuse law (Anti-Kickback Statute and the State Law), professional liability risk management, federal and state regulations.

As the long-term care industry evolves, Mr. Oberman has the knowledge and experience to guide clients in the long-term care sector with respect to corporate and regulatory matters, assisted living facilities, continuing care retirement communities (CCRCs). In addition, Mr. Oberman’s practice also focuses on health care facility acquisitions and other changes of ownership, as well as related licensure and Medicare/Medicaid certification matters, CCRC registrations, long-term care/skilled nursing facility management, operating agreements, assisted living licensure matters, and health care joint ventures.

In addition to his expertise in the health care industry, Mr. Oberman has a nationwide practice that focuses on all facets of contractual disputes, including corporate governance, fiduciary duty, trade secrets, unfair competition, covenants not to compete, trademark and copyright infringement, fraud, and deceptive trade practices, and other business-related matters. Mr. Oberman also represents clients throughout the United States in a wide range of practice areas, including mergers & acquisitions, partnership agreements, commercial real estate, entity formation, employment law, commercial leasing, intellectual property, and HIPAA/OSHA compliance.

Mr. Oberman is a national lecturer and has published articles in the U.S. and Canada.

LinkedIn

Oberman Law Firm

Oberman Law Firm has a long history of civic service, noted national, regional, and local clients, and stands among the Southeast’s eminent and fast-growing full-service law firms. Oberman Law Firm’s areas of practice include Business Planning, Commercial & Technology Transactions, Corporate, Employment & Labor, Estate Planning, Health Care, Intellectual Property, Litigation, Privacy & Data Security, and Real Estate.

By meeting their client’s goals and becoming a trusted partner and advocate for our clients, their attorneys are recognized as legal go-getters who provide value-added service. Their attorneys understand that in a rapidly changing legal market, clients have new expectations, constantly evolving choices, and operate in an environment of heightened reputational and commercial risk.

Oberman Law Firm’s strength is its ability to solve complex legal problems by collaborating across borders and practice areas.

Connect with Oberman Law Firm:

Company website | LinkedIn | Twitter

Tagged With: Advisory Insights, Advisory Insights Podcast, dental practices, employees, Oberman Law, Oberman Law Firm, Practice Sale, Stuart Oberman, Tax Implications, Taxes

Overview of Pregnancy Accommodations

September 16, 2022 by John Ray

Overview of Pregnancy Accommodations
Advisory Insights Podcast
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Overview of Pregnancy Accommodations

Overview of Pregnancy Accommodations (Advisory Insights Podcast, Episode 9)

Are you an employer who needs to accommodate a pregnant employee? Then this episode of Advisory Insights is for you! Stuart Oberman from Oberman Law Firm shared relevant laws, such as the Pregnancy Discrimination Act, the Family Medical Leave Act, and the Americans with Disabilities Act. Stuart also discussed EEOC guidelines on how to treat employees who are temporarily unable to perform their duties due to pregnancy or other medical conditions, and he shared a reminder that employers cannot discriminate against an employee who is pregnant.

Advisory Insights is presented by Oberman Law Firm and produced by the North Fulton studio of Business RadioX®. The series can be found on all the major podcast apps. You can find the complete show archive here.

TRANSCRIPT

Intro: [00:00:01] Broadcasting from the studios of Business RadioX, it’s time for Advisory Insights. Brought to you by Oberman Law Firm, serving clients nationwide with tailored service and exceptional results. Now, here’s your host.

Stuart Oberman: [00:00:20] And welcome everyone. Stuart Oberman here. Welcome to Advisory Insights. I want to talk about an issue that we run into a lot of questions on, whether it is through our webinars, whether through our podcasts, whether it’s through our speaking, or just on our clients on a national basis. So, for those that have listened before, we have clients in about 35 to 40 states and we represent small, medium, large global companies, small company startups.

Stuart Oberman: [00:00:54] And there’s a resounding question of this particular topic, which is regarding pregnancy accommodations. “What do I do? How do I handle this? I’ve got a great employee. I want to make sure that I’m doing this right. I respect them. I want to make every accommodation possible, but I don’t know what to do.”

Stuart Oberman: [00:01:17] Well, let me give you a little bit of background here and some information. Keep in mind that every situation is different. Every employment situation is different, whether you are in a business environment, whether you are working remote, whether you are working in a health care office, one of our dental offices, one of our veterinary offices for our clients. So, every situation is different. I’ll give you a little bit of 10,000 foot view. And then, again, at the end, if you have any questions, we’ll relay how to get a hold of us.

Stuart Oberman: [00:01:57] So, you know, what do you do when you have an employee that is pregnant? And we frequently get this from H.R. professionals, how do we handle accommodation requests? Well, first and foremost, they are covered depending on the circumstances. For employees that are pregnant, there is a Federal Law, the Pregnancy Discrimination Act, you’ve got the Family Medical Leave Act, and American with Disabilities Act.

Stuart Oberman: [00:02:26] So, first and foremost, when you get those questions, you have to go immediately and review those particular laws, again, the Pregnancy Discrimination Act, the Family Medical Leave Act, and Americans with Disabilities Act. That’s your starting point.

Stuart Oberman: [00:02:42] If you don’t know the answer right off hand, right off the bat, I would urge you, urge you, urge you get advice on counsel because you’re potentially playing with fire. And one area we need to take a look at is there’s been a lot of guidance from the EEOC, and they’ve come up with a whole diatribe of different things you can do and and how you treat employees who are temporarily unable to perform the functions while they’re pregnant or medical conditions. So, you got some guidance from the EEOC.

Stuart Oberman: [00:03:17] But let me give you this bullet point, the silver bullet, bottom line, bottom line is, employers, you cannot discriminate against an employee who is pregnant, period, bottom line. So, you have to take a look at if an employee meets the Family Medical Leave requirements eligibility. There are some cases where that particular employee may very well be entitled to 12 weeks of unpaid leave in a 12 month period, whether it’s full or part-time.

Stuart Oberman: [00:03:50] So, the one particular note is the Family Medical Leave Act does not require you as an employer to provide an employee with light duty work. So, again, you have to look at the circumstances. You have to look at the accommodations. You have to look at the job description. What is that employee doing?

Stuart Oberman: [00:04:14] So, one thing that we also want to take a look at under the ADA, American with Disabilities Act, is that the employee must have or, in some cases, regarded as having a physical or mental impairment that substantially limits one or more of the “life activities”. So, that is so broad that I would urge you not to self-interpret that, but take a look at the facts and circumstances and make sure that you are under proper guidance.

Stuart Oberman: [00:04:52] And I would document everything. If you have an employee who is pregnant and needs – I’ll use the words – special assistance, accommodations, curtailments, please have, please, please have a written procedure for this, a written request for the accommodation.

Stuart Oberman: [00:05:14] Now, I will tell you that there are some cases, not every employee is going to apply under state or federal local law. So, if you say, “Well, look. I don’t have to do anything. I don’t have any disregard for the federal, state, or local law. I’m not under any compliance. I’m going to do what I want.” Yes, that is true to a certain extent. But you’ve got to take a look at the whole picture. Is it a good employee? Do you want them back? Are you going to discharge them? Are you having trouble with that employee period even before they became pregnant and expecting? So, now you got a whole nother set of issues to document. I would always say that no matter what the employee is doing, the condition, skill level, you’ve got to document everything.

Stuart Oberman: [00:06:08] So, again, if the employee does not fall within the guidelines under state, federal, local law, and he may not, you, as employer, have the determination as to what extent you want to accommodate that employee. But I would urge you to seek guidance on that.

Stuart Oberman: [00:06:24] Now, remember, if you have an employee who’s expecting, it is not necessary that they use the word “accommodation we’re making a request to you.” They could say “I need” or “I want help with” or “I desire” or “because of my pregnancy, I can’t do this”. Just because they say, “You know what? you didn’t use the word accommodation.” It doesn’t matter. There’s different ways to ask for assistance on different things and you’ve got to be cognizant of that.

Stuart Oberman: [00:06:59] So, encourage your employees to be interactive with their expectations on you. Determine what they need, how they need it, what they need it, is it going to cost you a fortune or is it going to cost you a little for that accommodation, that request, that desire from the employee.

Stuart Oberman: [00:07:15] So, again, document it, put it in writing, have that request up to date, and always review everything you do on a daily basis, especially with employees that are asking for reasonable accommodations.

Stuart Oberman: [00:07:31] Folks, it’s a very, very complex question. I know we’re only covering this topic in a couple of minutes. I could speak probably three hours on this particular topic. But, again, top of mind, if you have these matters, look at them, address them, be smart what you do, seek counsel and guidance. Do not just fly off the handle and say no as soon as the request comes in.

Stuart Oberman: [00:07:55] So, folks, thank you for joining Advisory Insights. Stuart Oberman here as your host. If you want to get a hold of us, please give us a call, 770-886-2400 or email me at stuart, S-T-U-A-R-T, @obermanlaw.com. Folks, thank you for joining us. Hopefully, you took one or two things away from this particular topic. And we’ll look forward to seeing you on other podcasts of Advisory Insights. Have a great day.

Outro: [00:08:22] Thank you for joining us on Advisory Insights. This show is brought to you by Oberman Law Firm, a business-centric law firm representing local, regional, and national clients in a wide range of practice areas, including health care, mergers and acquisitions, corporate transactions, and regulatory compliance.

 

About Advisory Insights Podcast

Presented by Oberman Law Firm, Advisory Insights Podcast covers legal, business, HR, and other topics of vital concern to healthcare practices and other business owners. This show series can be found here as well as on all the major podcast apps.

Stuart Oberman, Oberman Law Firm

Oberman Law Firm
Stuart Oberman, Founder, Oberman Law Firm

Stuart Oberman is the founder and President of Oberman Law Firm. Mr. Oberman graduated from Urbana University and received his law degree from John Marshall Law School. Mr. Oberman has been practicing law for over 25 years, and before going into private practice, Mr. Oberman was in-house counsel for a Fortune 500 Company. Mr. Oberman is widely regarded as the go-to attorney in the area of Dental Law, which includes DSO formation, corporate business structures, mergers and acquisitions, regulatory compliance, advertising regulations, HIPAA, Compliance, and employment law regulations that affect dental practices.

In addition, Mr. Oberman’s expertise in the healthcare industry includes advising clients in the complex regulatory landscape as it relates to telehealth and telemedicine, including compliance of corporate structures, third-party reimbursement, contract negotiations, technology, health care fraud, and abuse law (Anti-Kickback Statute and the State Law), professional liability risk management, federal and state regulations.

As the long-term care industry evolves, Mr. Oberman has the knowledge and experience to guide clients in the long-term care sector with respect to corporate and regulatory matters, assisted living facilities, continuing care retirement communities (CCRCs). In addition, Mr. Oberman’s practice also focuses on health care facility acquisitions and other changes of ownership, as well as related licensure and Medicare/Medicaid certification matters, CCRC registrations, long-term care/skilled nursing facility management, operating agreements, assisted living licensure matters, and health care joint ventures.

In addition to his expertise in the health care industry, Mr. Oberman has a nationwide practice that focuses on all facets of contractual disputes, including corporate governance, fiduciary duty, trade secrets, unfair competition, covenants not to compete, trademark and copyright infringement, fraud, and deceptive trade practices, and other business-related matters. Mr. Oberman also represents clients throughout the United States in a wide range of practice areas, including mergers & acquisitions, partnership agreements, commercial real estate, entity formation, employment law, commercial leasing, intellectual property, and HIPAA/OSHA compliance.

Mr. Oberman is a national lecturer and has published articles in the U.S. and Canada.

LinkedIn

Oberman Law Firm

Oberman Law Firm has a long history of civic service, noted national, regional, and local clients, and stands among the Southeast’s eminent and fast-growing full-service law firms. Oberman Law Firm’s areas of practice include Business Planning, Commercial & Technology Transactions, Corporate, Employment & Labor, Estate Planning, Health Care, Intellectual Property, Litigation, Privacy & Data Security, and Real Estate.

By meeting their client’s goals and becoming a trusted partner and advocate for our clients, their attorneys are recognized as legal go-getters who provide value-added service. Their attorneys understand that in a rapidly changing legal market, clients have new expectations, constantly evolving choices, and operate in an environment of heightened reputational and commercial risk.

Oberman Law Firm’s strength is its ability to solve complex legal problems by collaborating across borders and practice areas.

Connect with Oberman Law Firm:

Company website | LinkedIn | Twitter

Tagged With: Advisory Insights, Advisory Insights Podcast, dental practices, employees, Oberman Law, Oberman Law Firm, pregnancy accommodations, Stuart Oberman

HR Audit Checklist

September 9, 2022 by John Ray

HR Audit Checklist
Advisory Insights Podcast
HR Audit Checklist
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HR Audit ChecklistHR Audit Checklist (Advisory Insights Podcast, Episode 8)

Oberman Law’s Stuart Oberman discussed the importance of compliance with wage and hour laws on this episode of Advisory Insights. Stuart offered an HR audit checklist which included six key areas of focus for businesses, including classification of employees, documentation and maintenance of personnel files, and recordkeeping requirements for new and existing hires.

Advisory Insights is presented by Oberman Law Firm and produced by the North Fulton studio of Business RadioX®. The series can be found on all the major podcast apps. You can find the complete show archive here.

 

About Advisory Insights Podcast

Presented by Oberman Law Firm, Advisory Insights Podcast covers legal, business, HR, and other topics of vital concern to healthcare practices and other business owners. This show series can be found here as well as on all the major podcast apps.

Stuart Oberman, Oberman Law Firm

Oberman Law Firm
Stuart Oberman, Founder, Oberman Law Firm

Stuart Oberman is the founder and President of Oberman Law Firm. Mr. Oberman graduated from Urbana University and received his law degree from John Marshall Law School. Mr. Oberman has been practicing law for over 25 years, and before going into private practice, Mr. Oberman was in-house counsel for a Fortune 500 Company. Mr. Oberman is widely regarded as the go-to attorney in the area of Dental Law, which includes DSO formation, corporate business structures, mergers and acquisitions, regulatory compliance, advertising regulations, HIPAA, Compliance, and employment law regulations that affect dental practices.

In addition, Mr. Oberman’s expertise in the healthcare industry includes advising clients in the complex regulatory landscape as it relates to telehealth and telemedicine, including compliance of corporate structures, third-party reimbursement, contract negotiations, technology, health care fraud, and abuse law (Anti-Kickback Statute and the State Law), professional liability risk management, federal and state regulations.

As the long-term care industry evolves, Mr. Oberman has the knowledge and experience to guide clients in the long-term care sector with respect to corporate and regulatory matters, assisted living facilities, continuing care retirement communities (CCRCs). In addition, Mr. Oberman’s practice also focuses on health care facility acquisitions and other changes of ownership, as well as related licensure and Medicare/Medicaid certification matters, CCRC registrations, long-term care/skilled nursing facility management, operating agreements, assisted living licensure matters, and health care joint ventures.

In addition to his expertise in the health care industry, Mr. Oberman has a nationwide practice that focuses on all facets of contractual disputes, including corporate governance, fiduciary duty, trade secrets, unfair competition, covenants not to compete, trademark and copyright infringement, fraud, and deceptive trade practices, and other business-related matters. Mr. Oberman also represents clients throughout the United States in a wide range of practice areas, including mergers & acquisitions, partnership agreements, commercial real estate, entity formation, employment law, commercial leasing, intellectual property, and HIPAA/OSHA compliance.

Mr. Oberman is a national lecturer and has published articles in the U.S. and Canada.

LinkedIn

Oberman Law Firm

Oberman Law Firm has a long history of civic service, noted national, regional, and local clients, and stands among the Southeast’s eminent and fast-growing full-service law firms. Oberman Law Firm’s areas of practice include Business Planning, Commercial & Technology Transactions, Corporate, Employment & Labor, Estate Planning, Health Care, Intellectual Property, Litigation, Privacy & Data Security, and Real Estate.

By meeting their client’s goals and becoming a trusted partner and advocate for our clients, their attorneys are recognized as legal go-getters who provide value-added service. Their attorneys understand that in a rapidly changing legal market, clients have new expectations, constantly evolving choices, and operate in an environment of heightened reputational and commercial risk.

Oberman Law Firm’s strength is its ability to solve complex legal problems by collaborating across borders and practice areas.

Connect with Oberman Law Firm:

Company website | LinkedIn | Twitter

Tagged With: dental practices, employees, HR audit, Oberman Law, Oberman Law Firm, Stuart Oberman, wage and hour laws

Plan Ahead! HR National Legislative Update

September 2, 2022 by John Ray

Plan Ahead! HR National Legislative Update
Advisory Insights Podcast
Plan Ahead! HR National Legislative Update
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Plan Ahead! HR National Legislative Update

Plan Ahead! HR National Legislative Update (Advisory Insights Podcast, Episode 7)

Massachusetts is about to become the 18th state in the country to ban discrimination based on hairstyle. It’s just one example of how laws and regulations affecting the workplace can start in one or two states and spread across the country. Stuart Oberman offers an HR national legislative update in this episode of Advisory Insights, and cautions employers to stay alert and plan for changes which might otherwise trip them up.

Advisory Insights is presented by Oberman Law Firm and produced by the North Fulton studio of Business RadioX®. The series can be found on all the major podcast apps. You can find the complete show archive here.

 

About Advisory Insights Podcast

Presented by Oberman Law Firm, Advisory Insights Podcast covers legal, business, HR, and other topics of vital concern to healthcare practices and other business owners. This show series can be found here as well as on all the major podcast apps.

Stuart Oberman, Oberman Law Firm

Oberman Law Firm
Stuart Oberman, Founder, Oberman Law Firm

Stuart Oberman is the founder and President of Oberman Law Firm. Mr. Oberman graduated from Urbana University and received his law degree from John Marshall Law School. Mr. Oberman has been practicing law for over 25 years, and before going into private practice, Mr. Oberman was in-house counsel for a Fortune 500 Company. Mr. Oberman is widely regarded as the go-to attorney in the area of Dental Law, which includes DSO formation, corporate business structures, mergers and acquisitions, regulatory compliance, advertising regulations, HIPAA, Compliance, and employment law regulations that affect dental practices.

In addition, Mr. Oberman’s expertise in the healthcare industry includes advising clients in the complex regulatory landscape as it relates to telehealth and telemedicine, including compliance of corporate structures, third-party reimbursement, contract negotiations, technology, health care fraud, and abuse law (Anti-Kickback Statute and the State Law), professional liability risk management, federal and state regulations.

As the long-term care industry evolves, Mr. Oberman has the knowledge and experience to guide clients in the long-term care sector with respect to corporate and regulatory matters, assisted living facilities, continuing care retirement communities (CCRCs). In addition, Mr. Oberman’s practice also focuses on health care facility acquisitions and other changes of ownership, as well as related licensure and Medicare/Medicaid certification matters, CCRC registrations, long-term care/skilled nursing facility management, operating agreements, assisted living licensure matters, and health care joint ventures.

In addition to his expertise in the health care industry, Mr. Oberman has a nationwide practice that focuses on all facets of contractual disputes, including corporate governance, fiduciary duty, trade secrets, unfair competition, covenants not to compete, trademark and copyright infringement, fraud, and deceptive trade practices, and other business-related matters. Mr. Oberman also represents clients throughout the United States in a wide range of practice areas, including mergers & acquisitions, partnership agreements, commercial real estate, entity formation, employment law, commercial leasing, intellectual property, and HIPAA/OSHA compliance.

Mr. Oberman is a national lecturer and has published articles in the U.S. and Canada.

LinkedIn

Oberman Law Firm

Oberman Law Firm has a long history of civic service, noted national, regional, and local clients, and stands among the Southeast’s eminent and fast-growing full-service law firms. Oberman Law Firm’s areas of practice include Business Planning, Commercial & Technology Transactions, Corporate, Employment & Labor, Estate Planning, Health Care, Intellectual Property, Litigation, Privacy & Data Security, and Real Estate.

By meeting their client’s goals and becoming a trusted partner and advocate for our clients, their attorneys are recognized as legal go-getters who provide value-added service. Their attorneys understand that in a rapidly changing legal market, clients have new expectations, constantly evolving choices, and operate in an environment of heightened reputational and commercial risk.

Oberman Law Firm’s strength is its ability to solve complex legal problems by collaborating across borders and practice areas.

Connect with Oberman Law Firm:

Company website | LinkedIn | Twitter

 

 

Tagged With: dental practices, discrimination, discrimination law, HR, HR Law, legislative update, non-compete agreement, Oberman Law, Oberman Law Firm, Stuart Oberman

Employee Marijuana Usage

August 26, 2022 by John Ray

Employee Marijuana Usage
Advisory Insights Podcast
Employee Marijuana Usage
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Employee Marijuana UsageEmployee Marijuana Usage (Advisory Insights Podcast, Episode 6)

If you’re an employer, this episode of Advisory Insights is a must listen. Stuart discussed the topic of employee marijuana usage and the challenges employers face in complying with state and local laws. He discussed the legality of drug testing in the workplace considering the legalization of marijuana in some states, and advised employers to review their policies and procedures to ensure compliance with the law.

Advisory Insights is presented by Oberman Law Firm and produced by the North Fulton studio of Business RadioX®. The series can be found on all the major podcast apps. You can find the complete show archive here.

 

About Advisory Insights Podcast

Presented by Oberman Law Firm, Advisory Insights Podcast covers legal, business, HR, and other topics of vital concern to healthcare practices and other business owners. This show series can be found here as well as on all the major podcast apps.

Stuart Oberman, Oberman Law Firm

Oberman Law Firm
Stuart Oberman, Founder, Oberman Law Firm

Stuart Oberman is the founder and President of Oberman Law Firm. Mr. Oberman graduated from Urbana University and received his law degree from John Marshall Law School. Mr. Oberman has been practicing law for over 25 years, and before going into private practice, Mr. Oberman was in-house counsel for a Fortune 500 Company. Mr. Oberman is widely regarded as the go-to attorney in the area of Dental Law, which includes DSO formation, corporate business structures, mergers and acquisitions, regulatory compliance, advertising regulations, HIPAA, Compliance, and employment law regulations that affect dental practices.

In addition, Mr. Oberman’s expertise in the healthcare industry includes advising clients in the complex regulatory landscape as it relates to telehealth and telemedicine, including compliance of corporate structures, third-party reimbursement, contract negotiations, technology, health care fraud, and abuse law (Anti-Kickback Statute and the State Law), professional liability risk management, federal and state regulations.

As the long-term care industry evolves, Mr. Oberman has the knowledge and experience to guide clients in the long-term care sector with respect to corporate and regulatory matters, assisted living facilities, continuing care retirement communities (CCRCs). In addition, Mr. Oberman’s practice also focuses on health care facility acquisitions and other changes of ownership, as well as related licensure and Medicare/Medicaid certification matters, CCRC registrations, long-term care/skilled nursing facility management, operating agreements, assisted living licensure matters, and health care joint ventures.

In addition to his expertise in the health care industry, Mr. Oberman has a nationwide practice that focuses on all facets of contractual disputes, including corporate governance, fiduciary duty, trade secrets, unfair competition, covenants not to compete, trademark and copyright infringement, fraud, and deceptive trade practices, and other business-related matters. Mr. Oberman also represents clients throughout the United States in a wide range of practice areas, including mergers & acquisitions, partnership agreements, commercial real estate, entity formation, employment law, commercial leasing, intellectual property, and HIPAA/OSHA compliance.

Mr. Oberman is a national lecturer and has published articles in the U.S. and Canada.

LinkedIn

Oberman Law Firm

Oberman Law Firm has a long history of civic service, noted national, regional, and local clients, and stands among the Southeast’s eminent and fast-growing full-service law firms. Oberman Law Firm’s areas of practice include Business Planning, Commercial & Technology Transactions, Corporate, Employment & Labor, Estate Planning, Health Care, Intellectual Property, Litigation, Privacy & Data Security, and Real Estate.

By meeting their client’s goals and becoming a trusted partner and advocate for our clients, their attorneys are recognized as legal go-getters who provide value-added service. Their attorneys understand that in a rapidly changing legal market, clients have new expectations, constantly evolving choices, and operate in an environment of heightened reputational and commercial risk.

Oberman Law Firm’s strength is its ability to solve complex legal problems by collaborating across borders and practice areas.

Connect with Oberman Law Firm:

Company website | LinkedIn | Twitter

 

 

Tagged With: dental practices, employee marijuana usage, Marijuana, Oberman Law, Oberman Law Firm, recreational marijuana use, Stuart Oberman

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