Here, Caroline Oldfield from Goodman Grant Solicitors discusses the ins and outs of dental due diligence, from a buyer’s perspective.
As a buyer, the due diligence process is largely out of your control. However, it’s still important that you take a proactive role in the proceedings to ensure everything runs as smoothly as possible.
For example, you should start acting as soon as possible – ideally as soon as solicitors are engaged. Of course, it is up to the seller to gather the required information and make it available to the buyer, but it is vital that both sides keep on top of this exercise. A buyer must be ready to review the information they receive and, if necessary, request further information. It’s also important to get the ball rolling as soon as possible because this exercise can take a long time – sometimes weeks, even months.
Nonetheless, a thorough due diligence exercise is of vital importance. It will provide a buyer with essential information about the state of the practice they are thinking about purchasing. It is the best way to assess the practice’s goodwill, its finances and employees. Most of all, it will provide much-needed assurance that the practice is a wise investment – and if it isn’t, it gives buyer the chance to step away before it’s too late.
Once the due diligence has been provided, it is crucial that a buyer review the information carefully and let their solicitors know if they have any concerns over any of the aspects that have been covered. This will be far easier if a buyer decides to engage a dental specialist solicitor, since they will be in the perfect position to advise and support a buyer through the entire due diligence process. Indeed, a solicitor who understands the ins and outs of a dental practice and the importance of various documents – such as an autoclave’s inspection certificate, for example. With their help, a buyer will be able to more precisely obtain the information they need: from evidence of compliance with CQC regulations and UDA performance to inspection certificates and equipment inventories.
Beyond this, it is worth the buyer to visit the practice in person. Written documentation provides only so much information and often a real sense of a practice and how it operates can only be acquired by standing in the waiting room and watching how everything works on a daily basis. Engaging in this and making the effort to go through patient records, check equipment and talk to the seller in their ‘natural habitat’ is a good way of learning more about the practice.
Of course, there may be delays. Often buyers find that the seller is taking their time getting the necessary information together, or that they’ve forgotten to provide some pertinent documentation. Most often, this will be because they have not instructed a dental-specific solicitor, who might not appreciate the special significance of certain certificates or contracts. This is particularly frustrating to have to deal with, but there is little that can be done other than wait. It can be especially stressful if a buyer is financing the purchase from a lender that issues their funding offer for six months: if the due diligence exercise is delayed it may be necessary for the funding to be re-issued – which can often have a cost implication. This is usually out of a buyer’s hands – but by being proactive at the beginning of the exercise can help to avoid any delays further down the line.
For more information visit www.goodmangrant.co.uk or contact your nearest office:
London: 0203 114 3133
Leeds: 0113 834 3705
Liverpool: 0151 707 0090