Dental Partnership Checklist

nat rosasco • January 16, 2019

Like a marriage, the early days of a dental partnership can be exciting and new, with each participating dentist working together to build the foundation of a long term relationship. Unfortunately, like many marriages dental partnerships often end in divorce, and if the partners have failed to adequately plan for the day their “marriage” comes to an end, that divorce can be an ugly, emotionally draining experience that will cost both partners a small fortune and have a negative impact on the value of the practice. A successful dental partnership is one that has been well thought out in advance with concrete, written procedures that act as a “pre-nuptial” agreement as to how the dental partnership will be dissolved in the event the partners can no longer work together.



The following is a “Dental Partnership Checklist” that any dentist should review prior to engaging in discussions with another dentist regarding a dental partnership.


1.     Cultural Fit, Practice Philosophy and Partnership Objectives: A dentist once described his partner’s work as “fast food dentistry” while he practiced “fine dining dentistry”. Before entering into any dental partnership, you need to be sure you share the same values as your partner, that you approach practicing dentistry in a similar manner, and that you are on the same page in terms of practice goals, time horizon, and financial needs.


2.     Duties, Compensation, and Benefits: One of the most significant areas of tension we encounter in dental partnerships is the failure of one partner to meet expectations regarding the amount of time expected to dedicate to the practice. A dentist recently approached us about exiting a partnership. He had joined another dentist in a practice, only to find out a short time later that the partner dentist opened another office and therefore couldn’t dedicate the amount of time expected to the partner practice. Be sure to put in writing what each partner’s duties, compensation and benefits will be for and from the dental practice. While each partner is an owner, they should also be treated as an employee, with defined duties, compensation, and benefits. Any failure to satisfy those duties and obligations should trigger real consequences, such as a buyout right by the other dental partner.


3.     Contributions of Capital and Distributions from the Dental Partnership: Be sure to clearly define who is contributing what to the dental practice, and how each partner will be compensated. Will each partner dentist receive compensation based on a formula? How will the remaining profit be split up? What if there is a loss at the end of the year, who and how will it be made up? These are only a few of the many questions to be answered regarding how the dental practice income will be allocated and distributed. Each unique partnership arrangement requires careful thought and specific planning to ensure the partners intention is carried out in the event of a disagreement or change in circumstances.


4.     Management Authority and Dispute Resolution: Who makes the decisions in your dental practice may be driven by economics. If you are a young dentist buying in to an existing dental practice, management control may be something you cede to the elder dentist, but for “50/50” dental partnerships this can be a touchy subject. What happens if you don’t agree on buying a major piece of equipment, remodeling the office, or opening a second location? Providing clear authority for day-to-day management and a concrete written procedure to resolve disputes regarding more significant financial and management issues can save a dental partnership. There are a myriad of methods to resolve disputes so be sure to ask your attorney what is best for your dental partnership.


5.     Exiting the Partnership: One of the most challenging circumstances to address legally in most dental practices that are structured as “50/50” partnerships is clearly defining the method and terms of an exit. The easy situations to deal with are death, disability and retirement, where triggers are generally definitive and valuation formulas can be applied in a straightforward manner. The real challenge is the case where the partners just don’t get along anymore and can’t agree on a way for one partner or the other to exit. Most advisors fail to address this most important issue, but it can be the most costly both financially and professionally. With some careful forethought and frank discussions facilitated by your legal, tax and financial advisors you can avoid this pitfall.


While all of the above matters are important to address in any dental partnership, the most important is to get it in writing! All the best planning amounts to nothing years down the road if you fail to get your partnership agreement in writing so you, your advisors, or, in the worst case scenario, a court or arbitrator can refer to it in issuing a decision in your partnership dissolution. You may think you are saving a few bucks by making a handshake deal, but it will cost you thousands down the road if you end up in a dispute with your partner.


Jordan Uditsky, an accomplished businessman and seasoned attorney, combines his expertise as a legal counselor and successful entrepreneur to advise dentists and other business owners in the Chicago area. This blend of legal and business experience provides Mr. Uditsky with unique insight into his client engagements, which in addition to dentists also includes a variety of corporate and transactional matters, real estate, and commercial finance. Mr. Uditsky grew up in a dental family, with his father, grandfather and sister each owning their own dental practices.

Employers Can Require COVID-19 Vaccinations For Most Employees

By nat rosasco • February 25, 2021
As this relentlessly awful year mercifully draws to a close, a light at the end of our pandemic tunnel is rapidly approaching. COVID-19 vaccines are poised for approval, and it is expected that distribution will begin in earnest shortly. But no matter how much and how confidently the FDA and other health experts proclaim these vaccines to be safe and effective, there are large numbers of Americans who say they won’t get the shot when it becomes available. The most recent Gallup poll found that only 63 percent of Americans say they are willing to be inoculated against the disease. Many of those who don’t want to get vaccinated will soon find out that they work for an employer who feels differently. Those employers may also tell them that they either need to get the vaccine or need to find a new job. And, in most cases, employers may be well within their rights to terminate employees who refuse to take the COVID-19 vaccine. Mandatory Vaccinations Are Not New Companies that have spent the better part of the year – and lots of money - trying to keep their workplaces COVID-free see the vaccine as the apex of those efforts. With a fully vaccinated workforce, business owners can operate without disruption and provide employees, customers, clients, and patients with confidence and peace of mind. But all of those benefits of the vaccine only accrue to fully vaccinated workforces. So, many companies may mandate that employees get their shot as a condition of continued employment. By doing so, they are following a legally sound path that predates the current pandemic. Well before anyone had heard of coronavirus, plenty of employers, primarily in the health care sector, required employees to get the flu vaccine and vaccinations against other infectious diseases. Most public school districts also require proof of vaccinations before a student can enroll and attend classes. Since most employees in Illinois work on an “at-will” basis, they can face termination for almost any reason not expressly prohibited by federal, state, or local laws. Generally, no law stands in the way of an employer requiring the COVID-19 vaccine for its workers. ADA and Religious Exceptions However, employers who make vaccines mandatory need to be mindful that employees with legitimate health or religious concerns about the vaccine may be protected from termination and other adverse employment actions if they refuse the shot. But these exceptions don’t necessarily apply just because someone doesn’t believe in vaccines generally (“anti-vaxers”) or thinks that forcing them to get vaccination is an infringement on their liberties. Employees who have a disability recognized under the Americans with Disabilities Act (ADA) that prevents them from taking the coronavirus vaccine cannot be forced to get the vaccine, so long as their exemption does not impose an “undue hardship” on the employer. Such disabilities in this context may include a compromised immune system or an allergy to an ingredient in the vaccine. While there has been no definitive guidance on the subject, one could credibly argue that an employee’s refusal to get vaccinated is an “undue hardship” if it places the health and safety of other employees and visitors at increase risk of infection. Even in such cases, however, an employer may need to make a “reasonable accommodation” for the employee, such as allowing them to work from home. Similarly, the anti-discrimination provisions of Title VII of the Civil Rights Act of 1964 may protect a worker if their “sincerely-held religious beliefs” preclude them from getting a vaccination. Such beliefs do not include political or personal views. The burden is on the employee to demonstrate the legitimacy of their religious objections to the vaccine. More Than Legal Issues To Consider Even when an employer is within their legal rights to require employees to get the COVID-19 vaccine, other considerations may weigh against such a mandate. For example, they may need protection against an employee who has an adverse reaction, even if they signed a waiver upon receiving the shot. A vaccination requirement may also get an adverse reaction from employees generally as well as the general public if it seems heavy-handed and overreaching. Of course, those that decide against a mandate face risks if someone does contract the coronavirus in the workplace and sues. Please Contact Grogan Hesse & Uditsky With All Of Your COVID-Related Employment Questions If you have questions or concerns about how to handle vaccinations or other employment issues related to COVID-19, please call us at (630) 833-5533 or contact us online to arrange for a consultation.

Are You Eligible for the Second Round of PPP Loan Forgiveness?

By nat rosasco • January 11, 2021
The Paycheck Protection Program (PPP) is back , offering a second round of loan forgiveness to new borrowers and qualified second-time PPP borrowers. The second round of PPP loans has earmarked up to $284 billion to support business owners' payroll costs and other eligible expenses through March 31, 2021. Loans will be available to first-time participants on Monday, January 11, and existing PPP participants on Wednesday, January 13. First Draw PPP Loan Eligibility Borrowers that did not participate in the first round are generally eligible for a First Draw PPP Loan if they were in operation on February 15, 2020, and fall into one of the following categories: Businesses with 500 or fewer employees that are eligible for other SBA 7(a) loans. Eligible self-employed individuals (including sole proprietors and independent contractors). Non-profit organizations, including churches. Accommodation and food services operations with no more than 500 employees per location. Sec. 501(c)(6) business leagues with no more than 300 employees that do not receive more than 15% of its income from lobbying. Qualifying news organizations with 500 or fewer employees per location. Second Draw PPP Loan Eligibility Existing PPP participants are generally eligible for a Second Draw PPP Loan if the borrower: Used or will have used its First Draw PPP Loan as authorized. Has no more than 300 employees. Can prove it has suffered at least a 25% reduction in gross income between the same quarters in 2019 and 2020. Our team is committed to monitoring new developments with the PPP and providing you with the information you need. It is essential that your small business consults with knowledgeable corporate attorneys , financial advisors, and accountants on your PPP eligibility and forgiveness applications. If you have any questions about the new eligibility requirements or any other issues involving the PPP, please feel free to call or email us.

Amendments to PPP Loan Forgiveness

By nat rosasco • June 5, 2020
Many businesses that received Paycheck Protection Program (“PPP”) funds are coming to the end of their respective eight-week time periods (“Expenditure Period”) during which they must use the PPP funds to obtain forgiveness under the CARES Act. Unfortunately, many of these businesses have found it difficult to reopen and remain fully operational throughout the Expenditure Period and consequently to meet spending thresholds necessary to obtain full forgiveness. Luckily for these businesses, some much needed flexibility is on its way. Paycheck Protection Program Flexibility Act On June 5th, the Paycheck Protection Program Flexibility Act (“PPPFA”) was signed into law. The PPPFA made the following changes relevant to PPP loan forgiveness: Extends the Expenditure Period from eight weeks to the earlier of twenty-four weeks from the date of the loan origination or December 31, 2020. Reduces the required payroll spending amount to a minimum of 60% on payroll instead of the current 75% minimum requirement. This would allow businesses to use the remaining 40% of the PPP funds on rent and other operational items as needed. Extends the deadline for workers to be able to be rehired to December 31, 2020 instead of the current cutoff of June 30, 2020. Extends the PPP loan to a five-year term instead of the current two-year term. As any amendments governing the use and repayment of PPP loans may be vital to a small business’ ability to continue to operate and successfully plan for the future, our team will continue to keep you up to date on the on-going developments. As always, it is important to consult with informed attorneys, financial advisors, bankers and accountants on how best to use your PPP funds. Should you have any questions, don’t hesitate to call or email us.
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