Matt Dickstein, Business Attorney

Business Attorney in Fremont, California

Matt Dickstein, Business Attorney

39488 Stevenson Place
Suite 100

Fremont, California 94539

Phone(510) 796-9144

Website www.mattdickstein.com
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Law Firm Overview

Matt Dickstein, Business Attorney, is located in Fremont and provides a variety of legal services to clients throughout Northern and Southern California. Practice areas include business and real estate transactions, corporation and LLCs, contracts, professional practices services, and franchise law. Mr. Dickson is fluent in Chinese and has worked extensively on legal transactions in the People’s Republic of China and represents Chinese companies that expand to the United States.

Matt Dickstein is a graduate of Temple University School of Law and has more than 20 years of experience. He represents small and big businesses, physicians, dentists, veterinarians, accountants and chiropractors. He seeks to make legal matters simple, efficient, and economical for clients while offering valuable counsel and representation for their business needs.

Year this Office was Established: 1995

Languages: English, Chinese

Areas of Law









Additional Areas of Law: Medical Practices; Dental Practices; Accountancy Practices; Veterinarian Practices; Chiropractic Practices; Structuring Real Estate Joint Ventures; Foreclosure Evictions / Unlawful Detainers; Understanding Commercial Leases; Commercial Lease Terms - Advanced; Common Area Maintenance (CAM) in a Commercial Lease; Leases for Medical and Dental Offices; Title Insurance in Real Estate Purchases; Strategies for Negotiating a Construction Contract.


Areas of Law Description

- Business & Corporate

I have been a business / corporate attorney since 1994. I work with domestic and international businesses of all sizes and types. For most business transactions, I charge flat fees. This helps you budget your legal costs and avoid surprises. I have done most deals many times and this helps me predict the likely cost.

- Professional Practice

I represent professional practices and corporations, including physicians, dentists, chiropractors, veterinarians and accountants. I form California professional corporations for these and other practices, and I handle their business, corporate and contract matters.

- Real Estate

I help real estate investors with your corporate and securities matters, evictions (unlawful detainers), purchase & sale of real estate and commercial leases. I also run my own real estate investment fund -- I and a partner run Magnolia Foreclosures, which pools investor money to purchase properties in foreclosure.

- ERISA

Fund managers fear the Employee Retirement Investment Security Act of 1974. ERISA might apply if you take money from pension plans or IRAs. A hedge fund can avoid ERISA if it limits the level of investment by "benefit plan investors" to less than 25% of any class of the funds equity.

- Securities Law

When your fund sells ownership interests to investors, the fund is conducting a securities offering. A securities offering is a highly regulated and complex undertaking. For every offering, the fund must comply with federal securities laws + the laws of each state where an investor resides.

- Franchise

My franchise practice has three basic parts: First, I help start-up franchisors. Second, I help existing franchisors with their legal compliance and housekeeping work. Third, I help franchisees with their purchase of a franchise and other business / legal needs.

- Shareholder Disputes

Shareholders and partners are like married couples: they fight. It makes no difference that the dispute is between deadlocked equal partners, or between minority and majority shareholders. In both cases, the shareholders and partners need a divorce.



Lawyers

Matt Dickstein Mr. Matt Dickstein
Lawyer
Business Law, Offshore Services


Affiliations

  • Fremont Green Task Force
  • Alameda County Bar Association
  • Fremont Chamber of Commerce
  • Fremont Economic Development Advisory Commission

More Information on Matt Dickstein, Business Attorney

Business Law
Professional Practices
Franchise
Law Firm for Physicians
Attorney for Dentists
Lawyer for Veterinarians
Law Firm for Accountants
Matt Dickstein, Business Attorney News and Publications

Articles Published by Matt Dickstein, Business Attorney

 Legal Structure for a Group Medical Practice

A group practice is not a bunch of solo practices sharing the same office. A group practice is a single entity, usually a corporation, that owns the combined practices of its members, including patient records, accounts receivable and goodwill.

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 Telemedicine Contracts in California

What is telemedicine? Telemedicine = physicians + technology. Telemedicine has two parts: physicians who provide medical care remotely, plus technology to connect the physicians with patients.

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 Notices to Patients When a Physician Leaves a Group Practice

When a physician leaves a group practice, the physician has a duty and a right to notify his or her patients. BUT, the practice has a right to protect its patient list and other confidential data. The physician’s duty not to abandon patients will conflict with the practice’s right to protect its patient list. Whose right wins? Let’s talk about the duty first.

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 Action Items for the Estate When a Solo Physician or Dentist Dies

When a solo physician or dentist dies, the doctor’s estate must figure out what to do with the practice. Because the doctor practiced solo, there are no partners who will continue the practice. The estate cannot operate the practice because it’s not licensed to practice medicine or dentistry. Usually the estate has two choices, either sell the practice or wind it down.

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 Commercial Lease "Letter of Intent" - LOIs

The letter of intent (“LOI,” a.k.a. term sheet or MOU) [is]used for negotiating a commercial lease. The LOI comes early in the process, and it’s the best place to negotiate basic deal terms. An LOI clarifies the deal, and lets the parties know early whether a deal can get done, before they’ve invested a lot of money in the process. LOIs usually are non-binding.

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 When Large Medical Groups Acquire Small Physician Practices – Legal and Economic Structure

A trend in the medical marketplace is for big group multi-specialty medical practices to buy up small practices, and integrate them into the big group as satellite offices and cost centers.

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 Using Buyout to Resolve a Shareholder Deadlock

Usually a deadlock occurs when there are two warring sides, each owning 50% of the business. The two sides can’t agree on anything, and neither side can get what it wants because it’s blocked by the other.

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 Legal Structure for a Business with 50/50 Shareholders

The key to the [legal structure of a business with 50/50 shareholders] is this: The two partners can either work together, or they can break up.

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 Overview of License Defense for a Physician

[P]rofessional discipline for a physician [involves] the process by which your medical license comes under attack and your defense of it.

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 Legal Structure for a Medical Practice with 50/50 Shareholders

The key to the structure is this: The two physician / shareholders can either work together, or they can breakup.

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 Multi-Discipline, Integrated Health Care Practices

Physicians sometimes team up with chiropractors, physical therapists, acupuncturists, massage therapists and other health care providers to offer integrated care.

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 Installment Buy-in to a Medical Practice

There are two basic elements to a buy-in: the amount of the buy-in price, and the time over which the price is paid. In this article, I discuss the latter element– buy-in to a medical practice in installments over time. I leave the first element, the amount of the buy-in price, to certified appraisers and the like.

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 How to Structure a Management Company’s Relationship with a Medical Practice

How to structure the relationship between a management service company and a medical practice under California law.

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 Term Sheets for Buying or Selling a Business

A term sheet is also called a letter of intent (LOI), or a memo of understanding (MOU).

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 Buy-in to a Business

There are two basic elements for when a new shareholder buys into a business: the amount of the buy-in price, and the time over which the price is paid. This discussion is about the latter element-- buy-in to a business in installments over time.

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 Maximize Your Legal Dollars

When money is tight, you don’t have the cash flow to get maximum protection. You need just-goodenough protection on the cheap. This is where a lawyer’s real skill comes in. A good small business lawyer can triage your risks, then cover them in order of priority within your legal budget. Here you cover your big risks as best as you can afford and you let the little things go. It’s a calculated risk.

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 Concierge Medical Practices

You know the story. As Medicare spins out of control, many doctors turn to concierge medicine. Concierge medical practices offer primary care, on a fixed monthly or annual fee, to a limited number of patients (e.g. 300 to 800 patients). In this article, I discuss two legal issues for a concierge practice –Medicare, and the basic terms of the patient contract.

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 Overview of License Defense for a Physician

A bird's eye view of professional discipline for a physician, that is, the process by which your medical license comes under attack and your defense of it.

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 Office Sharing Agreements

You use an Office Sharing Agreement for separate practices that share the same suite of offices. Here is an outline of the basic terms of an Office Sharing Agreement.

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 Area Development and Representative Agreements; Sub-Franchisors and Master Franchisees

Franchise law for area development, area representatives, sub-franchisors and master franchisees.

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 Calendar Your Business and Corporate Deadlines

Various deadlines and dates that you must calendar, or suffer the consequences.

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 Removing a Shareholder from a Business

Here is the flow of issues when a shareholder is removed from a business: Termination of employment → Buy-back of shares → Non-competition → Claims for unfair oppression. Let’s start at the beginning, which is the end of employment.

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 Management Agreements for Surgery Centers

The key provisions of a Management Agreement for an ambulatory surgery center. Most surgery centers have a manager. Sometimes the manager is an outside management service organization (MSO) that specializes in surgery centers, and sometimes the manager is an insider entity owned by the founder / physicians of the surgery center.

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 Franchising for Medical, Dental and Veterinary Businesses

Explaining the legal issues for health care franchises. Medical, dental, and veterinary franchises exist in the marketplace, witness Doctors Express, Comfort Dental, and Banfield Pet Hospital. Let’s see if they’re legal.

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 How to Bring a New Partner into a Group Medical Practice

When bringing a new partner into your group medical practice, first think whether the new partner will fit in with the culture. Culture includes things like required coverage hours, the handling of employees, and the division of money. As always, let’s talk about the money.

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 How to Negotiate a Managed Care Contract

Managed care contracts are not take-it-or-leave-it deals. A physician practice can and should negotiate its managed care contracts. Read this article to learn how to do it. I focus on three major topics: compensation, exit, and unilateral actions by the payor.

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 Operating Agreements for California Surgery Centers

In this article, I explain the basic negotiation points in an Operating Agreement for a California ambulatory surgery center (ASC). I focus mainly on control and on exit (buy-sell).

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 Less Talk, Less Liability

Don’t say it if you don’t have to, and never in writing.

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 Who Owns the Patient’s Medical Records in CA?

Who gets the patient medical records after a physician leaves a group medical practice? Here's a proposed structure that is fair and resolves the problem up-front for all sides.

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 Dealing with Negotiation Tactics

Today I discuss a recent lease negotiation.

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 Corporate Structure – Levels of Legal Control Over a Group Medical Practice

When the partners in a group medical practice argue, usually it comes from one of these problem areas: control, compensation, exit. This article discusses control.

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 Outline of a Compensation / Expense Structure in a Group Medical Practice

The compensation structure is the most interesting thing in a group medical practice (at least for me). In this article I offer a few compensation structures for your consideration. Read on, friend, if eat-what-you-kill sounds like your cup of tea.

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 How to Avoid Successor Liability When Buying a Business

It’s a nasty surprise to discover, after you’ve paid the purchase price for the business, that you must pay the seller’s debts and liabilities from before the closing.

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 Avoid Successor Liability when Buying a Medical Practice, including Provider Numbers and Taxes

How to avoid successor liability when buying a medical practice, specifically as regards provider numbers and taxes. It’s a nasty surprise to discover, after you’ve paid the purchase price for the practice, that you must pay the seller’s debts and liabilities from before the closing.

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 Corporate Structure, Levels of Legal Control Over a Practice

When the partners in a health care practice argue, usually it comes from one of these problem areas: control, compensation, exit. Today I�ll talk about control.

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 Fighting Back Against Internet Defamation

The internet is a tempting forum for employees and competitors to get revenge by posting negative reviews. Many consumers read websites such as Yelp when choosing a businesses to patronize. We business-owners should understand this new phenomenon and deal with its repercussions, especially negative reviews.

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 Corporate Structure for a New Business

How to structure a new business venture focusing on small businesses that have only a few shareholders or partners. Four important issues for the structure of the business are share ownership, compensation, control rights, and lastly the shareholders’ exit from the business.

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 Stealing Employees in California

California law protects the right of employees to change employment, and of competitors to hire one another’s employees. Hence a former employee or a competitor may hire your employees. What they can’t do, however, is steal your employees. This article explains the difference.

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 Should you Incorporate your Dental Practice?

What are the costs and benefits of forming a dental corporation? It’s a tough question. The answer depends on a balancing of different factors. Most of us suffer information overload not long after starting this analysis. All of the factors start swimming around in our minds and we don’t know what to think.

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 Termination and Non-Renewal of a Franchise in California

All franchise relationships end sometime, usually by the franchisee selling the franchise, dropping out of the franchise system or getting kicked out. In this article the author briefly summarize what happens when a franchisee sells, leaves or quits a franchise system, or when the franchisor terminates or refuses to renew the franchise.

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 Franchise Non-Competition Agreements in California

Franchise agreements almost always have non-competition covenants. [Non-competition covenants go by a number of names, including “restrictive covenants” and “no-competes,” but I’ll refer to them as non-competes.] A franchisor uses a non-compete agreement to stop the franchisee from competing against the franchisor.

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 Setting Up an Ongoing Franchise Compliance and Housekeeping System

Your work never ends as a franchisor. It is a real achievement to get your franchise system in place, and then make your state registrations and sell a few franchises. But that is just the beginning – now you have to maintain your franchise system. A franchise system requires a large amount of ongoing legal compliance and housekeeping work.

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 California Franchise Registration

California requires franchise registration. You must register with the California Department of Corporations if you want to sell franchises in California. In this article I give you a brief overview of the process for registering a franchise in California.

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 Exit & Succession Planning (Long Version)

Exit Planning, as I practice it, is a system and a process to help business owners exit their business with maximum tax efficiency and with maximum legal security.

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 Buying and Selling Private, Closely Held Businesses

Buying or selling a business is a complex process. Legal, tax, accounting, valuation and psychology issues are all involved. This seminar and this outline only introduce certain basic matters to you.

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 What’s the Difference Between a Franchise and Seller Assisted Marketing Plans, Business Opportunities...

In this article I quickly explain the difference between franchises and seller assisted marketing plans, business opportunities, multilevel marketing plans, salespersons, licenses and distributorships.

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 Buy-in and Buy-out of Accountants to an Accounting Group

Accountants come and go from larger accounting groups. When an accountant enters a practice as a shareholder or partner, the practice should prepare for the accountant's exit. The exit is inevitable. In this article, I give one simple rule for structuring the accountant’s buy-in to a practice and the later buy-out of the accountant's shares from the practice.

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 Buy-in and Buy-out of Veterinarians to a Veterinary Group

Veterinarians come and go from larger veterinary groups. When a veterinarian enters a practice as a shareholder or partner, the practice should prepare for the veterinarian's exit. The exit is inevitable. In this article, I give one simple rule for structuring the veterinarian’s buy-in to a practice and the later buy-out of the veterinarian's shares from the practice.

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 Stark and Anti-Kickback Laws Regarding Physician Employment and Contractor Agreements

In this article, the author briefly outlines the legal requirements for paying compensation to a physician-employee and to a physician-independent contractor. This article explains how you pay compensation to a physician employee or contractor in compliance with the referral laws for California and the fed (Stark and Anti-Kickback).

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 Buy-in and Buy-out of Dentists to a Dental Group

Dentists come and go from dental groups. When a dentist enters a practice as a shareholder or partner, the practice should prepare for the dentist's exit. The exit is inevitable. In this article, I give one simple rule for structuring the dentist’s buy-in to a practice and the later buy-out of the dentist's shares from the practice.

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 Buy-in and Buy-out of Physicians to a Medical Group

Physicians come and go from medical groups. When a physician enters a practice as a shareholder or partner, the practice should prepare for the physician's exit. The exit is inevitable. In this article, I give one simple rule for structuring the doctor’s buy-in to a practice and the later buy-out of the doctor's shares from the practice.

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 Merging Dental Practices

In this article I discuss the merger of dental practices, from a legal perspective. Without further adieu:

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 Preparing to sell a Solo Veterinary Practice

In this article, I give some thoughts on preparing to sell your solo veterinary practice.

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 Classifying a Veterinarian as an Employee or a Contractor

Most veterinary practices want to classify their hired veterinarians as contractors not employees. Contractors are cheaper and easier than employees. You don’t withhold taxes for contractors, nor do you pay benefits, workers compensation or unemployment insurance, nor must you comply with the wage & hour laws (including overtime) for contractors.

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 Classifying a Dentist as an Employee or a Contractor

Most dental practices want to classify their hired dentists as contractors not employees. Contractors are cheaper and easier than employees. You don’t withhold taxes for contractors, nor do you pay benefits, workers compensation or unemployment insurance, nor must you comply with the wage & hour laws (including overtime) for contractors.

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 Business Joint Ventures

In this article, I explain business joint ventures. A joint venture exists when two or more businesses team up to engage in a limited activity, for example, one business has customer relationships in a particular market while the other has back-end personnel, so they team up to offer a vertically integrated service in that market.

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 Professional Service Agreements for Hospital-Based Physicians

In this article, I outline Professional Service Agreements for hospital-based physicians. I cover the fundamental terms of the contract, namely, (1) defining the medical services to be provided as against the payment of compensation, (2) exclusivity, and (3) term & termination.

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 Classifying a Physician as an Employee or a Contractor

Most medical practices want to classify their hired physicians as contractors not employees. Contractors are cheaper and easier than employees. You don’t withhold taxes for contractors, nor do you pay benefits, workers compensation or unemployment insurance, nor must you comply with the wage & hour laws (including overtime) for contractors.

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 Classifying a Worker as Employee or Contractor

Most businesses want to classify their workers as contractors not employees. Contractors are cheaper and easier than employees. You don’t withhold taxes for contractors, nor do you pay benefits, workers compensation or unemployment insurance, nor must you comply with the wage & hour laws (including overtime) for contractors.

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 Reduce Personal Liability from Your Business

Here is a quick outline to help you avoid personal liability from your business. You’ll see that most of the authors advice derives from an informed use of corporations and corporate law, which is why…

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 Leaving an Accounting Practice/Closing an Accounting Practice

This article gives a very brief overview of how an accountant leaves or closes an accounting practice. The accountant can’t just walk away – leaving or closing an accounting practice is more complex than you think.

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 Buying and Selling an Accounting Practice

This article gives a quick overview of buying and selling an accounting practice. The author discusses the deal from due diligence, through deal terms, to the definitive deal documents.

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 Preparing to Sell a Solo Medical Practice

In this article, the author gives some thoughts on preparing to sell your solo medical practice.

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 Bringing a New Partner into an Accounting Practice

This article gives an outline of how to bring a new accountant into an accounting practice. The author goes from common sense to legal advice, from the accountant’s purchase of ownership to the parties’ exit strategy and unwinding of the relationship.

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 May an Accountant Compete against His or er Former Practice?

If you are in a group accounting practice, you might wonder, “Can I or another accountant in this practice set up a competing practice?” “Will a non-competition agreement prevent it?” These questions are crucial both to the existing group and the accountant who would set up the competing practice.

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 Shareholder Buy-Sell Agreements for Accountancy Corporations

In this article, the author explains shareholder buy-sell agreements for accountants and accountancy corporations. A buy-sell agreement (also called a shareholders agreement) protects the corporation from the accountant/shareholders, specifically their death, loss of license, disability and dispute.

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 Accountant Employment and Independent Contractor Agreements

In this article, the author first discusses when an accountant is a contractor as opposed to an employee. Second, he looks at the essential terms of an accountant employment contract and an accountant independent contractor agreement.

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 Legal Compliance Checklist for an Accountancy Corporation

This article gives you a legal compliance checklist for your accountancy corporation.

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 Should You Incorporate Your Accounting Practice?

What are the costs and benefits of forming an accountancy corporation?

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 Common Area Maintenance in a Lease

In this article I discuss common area maintenance (CAM) expenses in a real property lease.

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 Business Mergers

In this article I discuss business mergers, from a legal perspective. Without further adieu:

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 Merging Medical Practices

In this article, the author discusses the merger of medical practices, from a legal perspective.

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 Physician Recruitment Agreements

In this article I discuss physician recruitment agreements and their package of documents. A recruitment agreement allows a hospital to loan money to a physician or to a group practice in exchange for the physician’s promise to practice in a certain geographic area. Recruitment agreement packages frequently reach 100 pages of mind-numbing prolixity and obscure complexity.

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 Leaving a Veterinary Practice / Closing a Veterinary Practice

This is the last article in my 8-part series on the basic corporate, business and contract law issues for veterinary corporations and veterinary practices in California. This article gives a very brief overview of how a veterinarian leaves or closes a veterinary practice. The veterinarian can’t just walk away – leaving or closing a veterinary practice is more complex than you think.

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 Buying and Selling a Veterinary Practice

This is Article #7 in my 8-part series on the basic corporate, business and contract law issues for veterinary corporations and veterinary practices in California. This article gives a quick overview of buying and selling a veterinary practice. I discuss the deal from due diligence, through deal terms, to the definitive deal documents.

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 Bringing a New Veterinarian into a Vet Practice

This is Article #6 in my 8-part series on the basic corporate, business and contract law issues for veterinary corporations and veterinary practices in California. This article gives an outline of how to bring a new veterinarian into a veterinary practice. I go from common sense to legal advice, from the veterinarian’s purchase of ownership to the parties’ exit strategy and unwinding of the relationship.

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 Can a Veterinarian Compete Against His or Her Former Practice?

This is Article #5 in my 8-part series on the basic corporate, business and contract law issues for veterinary corporations and veterinary practices in California. If you are in a group veterinary practice, you might wonder, “Can I or another veterinarian in this practice set up a competing practice?” “Will a non-competition agreement prevent it?” These questions are crucial both to the existing group and the veterinarian who would set up the competing practice.

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 Shareholder Buy-Sell Agreements for Veterinary Corporations

In this article I explain shareholder buy-sell agreements for veterinarians and veterinary corporations. A buy-sell agreement (also called a shareholders agreement) protects the corporation from the veterinarian / shareholders, specifically their death, loss of license, disability and dispute.

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 Veterinarian Employment and Independent Contractor Agreements

In this article, I first discuss when a veterinarian is a contractor as opposed to an employee. Second, I look at the essential terms of a veterinarian employment contract and a veterinarian independent contractor agreement. Is you is, or is you ain’t, a contractor? From time to time, to generate revenue, the IRS and CA EDD will audit your veterinary practice.

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 Legal Compliance Checklist for a Veterinary Corporation

In my last article, I ask the threshold question, Should you incorporate your veterinary practice? In this Article #2, I give you a legal compliance checklist for your veterinary corporation. Incorporating a veterinary practice can feel overwhelming. There are so many unknowns to cause you anxiety. I write this checklist to fill in the unknown. This checklist gives you a bird’s eye view of legal compliance for your start-up veterinary corporation.

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 Should you incorporate your veterinary practice?

In part one of this series, I answer the question, should you incorporate your veterinary practice? What are the costs and benefits of forming a veterinary corporation?

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 Leaving a Medical Practice / Closing a Medical Practice

This article gives a very brief overview of how a physician leaves or closes a medical practice. The physician can’t just walk away – leaving or closing a medical practice is more complex than you think. In this article I try to give both sides of the story, that is, the perspectives of both the individual physician and the group practice.

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 How a Non Licensed Person Can Work With a Medical Practice

In this article I discuss how a non-licensed person can work with a medical practice, including the use of an administrative / management service company. Here is my conclusion up-front: A non-licensed person can work with a medical practice so long as there is NO ownership in the practice, where ownership includes not only stock in a medical corporation but also a share in revenues.

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 Leases for Medical Offices

Medical offices need special lease provisions. All leases need negotiation and revision, but leases for physicians need a little more. In this article, I discuss some advanced lease provisions that medical practices frequently need. For a basic explanation of commercial leases, refer to my article Understanding Commercial Leases.

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 Buying and Selling a Medical Practice

This article gives a quick overview of buying and selling a medical practice. I discuss the deal from due diligence, through deal terms, to the definitive deal documents. Finding the Deal - The first step is to find a deal. Talk to people in the industry. Find out if a physician is looking to sell and retire, or if an up-and-coming associate is looking to buy.

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 Bringing a New Partner into a Medical Practice

This article gives an outline of how to bring a new physician into a medical practice. I go from common sense to legal advice, from the physician’s purchase of ownership to the parties’ exit strategy to unwind the relationship.

Read Article

 May a Physician Compete against His or Her Former Practice?

If you are in a group medical practice, you might wonder, “Can I or another doctor in this practice set up a competing practice?” “Will a non-competition agreement prevent it?” These questions are crucial both to the existing group and the physician who would set up the competing practice.

Read Article

 Shareholder Buy-sell Agreements for Medical Corporations

In this article I explain shareholder buy-sell agreements for physicians and medical corporations. A buy-sell agreement (also called a shareholders agreement) protects the corporation from the physician / shareholders, specifically their death, loss of license, disability, divorce and dispute.

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 Termination Clauses in Physician Employment and Contractor Agreements

In this suite of articles, I explain the basic corporate, business and contract law issues for medical corporations and group medical practices in California. I explain things from both sides, that is, the perspectives of both the individual physician and the group practice. The articles in this suite are:

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 Stark and Anti-Kickback Laws Regarding the Compensation Structure of a Group Medical Practice

In this article, I briefly outline the legal requirements that apply when a group medical practice pays compensation to its members. My prior article, Compensation structures for a group medical practice, explained compensation plans from a non-legal perspective. This article talks about the law, specifically, medical practice compensation plans under California and federal referral laws (Stark and Anti-Kickback).

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 Compensation Structures for a Group Medical Practice

In this article, I talk about compensation plans for group medical practices. In general, a group practice pays its physicians in some combination of three ways: (1) salary, (2) productivity payments, that is, productivity bonuses or shares in profits or collections, (3) corporate dividends. Your balance of the three forms of payment determines in large part the culture of your group practice. Without further ado:

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 Physician Employment and Independent Contractor Agreements

In this article, I first discuss when a physician is a contractor as opposed to an employee. Second, I look at the essential terms of a physician employment contract and a physician independent contractor agreement. Is you is, or is you ain’t, a contractor? - From time to time, to generate revenue, the IRS and CA EDD will audit medical practices on the issue of whether a physician is an employee or independent contractor.

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 Regulatory Compliance for Medical Practices

In this article, I give you a quick overview of the major regulatory compliance areas for physicians and medical practices, namely: 1. Referral Laws -- Anti-Kickback and Stark Self-Referrals 2. Billing Medicare and Other Payers 3. HIPAA 4. Supervision of Staff 5. Test Case -- Sharing Offices with other Health Care Providers

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 Should You Incorporate Your Medical Practice?

In this article I answer the question, should you incorporate your medical practice? What are the costs and benefits of forming a medical corporation? It’s a tough question. The answer depends on a balancing of different factors. Most of us suffer information overload not long after starting this analysis. All of the factors start swimming around in our minds and we don’t know what to think.

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 Termination Clauses in Physician Contracts

Termination is the most important provision in a Physician Employment Contract and a Physician Contractor Agreement. Your exit from the relationship is crucial -- everything must end, and most things will end bad, so be prepared. This article explains termination provisions and the consequences of termination of the contract.

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 Early Exercise for your Company’s Stock Option Plan

I’m often asked if an early exercise provision should be included in a company's stock option plan. Many tax advisors recommend an early exercise provision. Many legal advisors are against it. My experience has led me to this conclusion: early exercise can be valuable to a company’s optionees, but usually only at the very early stage of a start up.

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 Article #7 – Summary and Plan of Action for Stock Option, Restricted Stock, Cash and Phantom Stock Plans

This is article #7 of a 7 article series. In this article #7, I give you 7 steps to implement your stock option plan, restricted stock plan, cash plan, phantom stock plan or stock appreciation rights. To review, there are two types of incentive plans: equity plans and cash plans. I discussed equity plans, that is, stock option plans and restricted stock, in prior articles #2-5. I discussed cash plans, phantom stock plans and stock appreciation rights in article #6.

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 Article #6 – Cash Plans, Phantom Stock Plans and Stock Appreciation Rights

In this article #6, I explain how you use cash plans, phantom stock plans and stock appreciation rights. To review, there are two types of incentive plans: equity plans and cash plans. I discussed equity plans in prior articles #2-5. With an equity plan, you give employees stock options or restricted stock. Equity means ownership, so with an equity plan you give ownership in the company to the employees.

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 Company Buy-Back and Repurchase of Stock Options and Restricted Stock - Article 5

In this article #5, I explain how you take back an employee’s stock when the bum quits or you fire him. In the previous articles #3 - Stock Option Plans and #4 - Restricted Stock Plans, I introduced stock option plans and restricted stock plans. Don’t forget article #2, Equity Plans – Stock Options and Restricted Stock. In that article I introduced ten basic concepts for all equity plans, including restricted stock plans.

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 Restricted Stock Plans - Article #4

In this article #4, I explain how you use restricted stock plans to reward and encourage employees. In the previous Article #3 - Stock Option Plans I introduced stock option plans. Restricted stock plans work best for a small, select number of employees. These people are high level management; they are not rank-and-file employees. Think of restricted stock plans as one-off deals for individual employees.

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 Stock Option Plans - Article #3

In this article #3, I explain how you use stock option plans to reward and encourage employees. In the prior article, Equity Plans – Stock Options and Restricted Stock I introduced ten basic concepts for all equity plans, whether stock option plans or restricted stock plans. You should understand the prior article before moving on to this article.

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 Compensation Structures for Medical Practices Part 2 - Compliance with Stark and Anti-Kickback Laws

Today, I briefly outline the legal requirements that apply when a group medical practice pays compensation to its members. My prior newsletter explained compensation plans from a non-legal perspective. This newsletter talks about the law, specifically, medical practice compensation plans under California and federal referral laws (Stark and Anti-Kickback).

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 Equity Plans, including Stock Options and Restricted Stock - Article 2

In this article #2, I explain how you use equity plans, that is, stock option plans and restricted stock plans to reward and encourage your employees. Equity means stock or ownership, so with an equity plan you give ownership in the company to the employees. This article applies to both stock option plans and restricted stock plans.

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 Stock Option Plans, Restricted Stock, Phantom Stock and Other Incentive Plans

Overview of article series on Stock Option Plans, Restricted Stock, Phantom Stock and Other Incentive Plans for Closely Held Businesses. Article #1 – Overview - This series of articles explains how restricted stock, stock options, cash plans, phantom stock and stock appreciation rights really work for closely held companies, and what their real value is for the company and the employee.

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 Bringing in a New Partner

You need to know how to bring in a new shareholder or partner to help run your business. If you're the new partner, you need to know what's at stake when you step into the business. When I speak of a "partner," I mean a partner in the non-legal sense, that is, the incoming doctor, dentist, chiropractor, software writer or other professional who will directly service clients on a full-time basis.

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 Compensation Structures for Medical and Dental Practices

In a compensation structure, the tension is between salary and productivity payments. Both have their pluses and minuses. On the positive side of the ledger, salaries create team spirit, while productivity payments give incentive to work. As for the negatives, a compensation structure that is heavy on salary leads to freeloading. Why work so hard if either way you’ll get paid the same?

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 Cumulative Voting Explained

Cumulative Voting. Under CA Corporations Code §708, CA requires cumulative voting for the election of directors. To invoke cumulative voting, one or more shareholders must give notice prior to the meeting of the intention to vote cumulatively. Any candidate for whom shares are to be voted cumulatively must have been placed in nomination prior to the voting.

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 Operating a California Corporation

The purpose of this Memorandum is to discuss certain procedures and operations relevant to a newly-formed California corporation. The summaries below are not a complete analysis of the areas discussed, rather they are provided to give a basic understanding of the legal requirements which California corporation should follow.

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 Legal Compliance Checklist for a Start-Up Business

Forming a business can feel overwhelming. You worry about all the things you know, and you worry about all the things you don’t know. I write this checklist to fill in the great unknown. This checklist gives you a bird’s eye view of legal compliance for your start-up business. Let's start at the beginning - incorporation.

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 Title Insurance in Real Estate Purchases

Title insurance in real estate purchases has always struck me as a mysterious and subtle thing. I remember reading a title policy for the first time and asking, what coverage is the buyer really getting? And how does it factor into the purchase agreement and the deal?

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 Getting Started on a Commercial Eviction: the 3-Day Notice

This article gives a brief summary of the 3-day notice, which is how you start an eviction (an unlawful detainer lawsuit). Once the tenant defaults on the lease (usually by not paying rent) the landlord cranks up the machinery of eviction by serving a 3-day notice.

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 Foreclosure Evictions / Unlawful Detainers

This article gives you a short outline on how to evict an occupant from a property that you just bought in foreclosure. Usually the properties you buy in foreclosure are occupied. You must get rid of the occupant ASAP to protect the property and maximize your profit.

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 Regulatory Compliance for a Medical Practice

In this article, I give you a quick overview of the major regulatory compliance areas for physicians and medical practices, namely: Referral Laws -- Anti-Kickback and Stark Self-Referrals; Billing Medicare and Other Payers; HIPAA; and Supervision of Staff.

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 The Corporate Filing Scam, plus a Few More Good Ones

If you have a California corporation, you’ve seen this scam. By way of background, all corporations must file with the California Secretary of State an “Annual Statement of Information.” The form asks for basic information about the corporation such as the names and addresses of the directors and officers, and the filing fee usually is $25.

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 Legal Claims and Defenses in Franchise Litigation

Franchise relationships sometimes end badly. Depending on your perspective, a bad ending might be the franchisee quitting the system, or the franchisor terminating or refusing to renew the franchise. By this time, one or both sides have a lot invested in the bad relationship, which leads to posturing and threats and sometimes litigation.

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 Termination and Non-Renewal of a Franchise

All franchise relationships end sometime, usually by the franchisee selling the franchise, dropping out of the franchise system or getting kicked out. In this article, the author briefly summarizes what happens when a franchisee sells, leaves or quits a franchise system, or when the franchisor terminates or refuses to renew the franchise.

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 Leases for Medical and Dental Offices

Medical and dental offices need special lease provisions. All leases need a little negotiation and revision, but leases for physicians and dentists need a little more. In this article, the author discusses some advanced lease provisions that health care providers frequently need.

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 Commercial Lease Terms - Advanced

Some tenants need special lease provisions, for example, medical practices and businesses in the computer industries. In this article, the author discusses special, advanced lease provisions that tenants frequently need.

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 Brokers and Finders in Securities Law - Overview

In this article, the author explains the law of brokers and finders in selling securities.

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 How a Non-Licensed Person Can Work with a Professional Practice

In this article, the author discusses how a non-licensed person can work with a professional practice, including the use of an administrative/management service company.

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 Using Involuntary Dissolution to Resolve Shareholder Disputes

Shareholders and partners are like married couples: they fight. It makes no difference that the dispute is between deadlocked equal partners, or between minority and majority shareholders. In both cases, the shareholders and partners need a divorce.

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 Lawyer for Dentists, Dental Corporations and Group Dental Practices

How a non-licensed person can work with a dental practice, including the use of an administrative / management services company.

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 Can a Non-Licensed Person Work with Physicians, Medical Corporations and Group Medical Practices?

How a non-licensed person can work with a medical practice, including the use of an administrative/management services company.

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 Evictions & Unlawful Detainers

This article gives a short overview of evictions (unlawful detainers) from a landlord’s perspective. When you, the landlord, need to evict a tenant, you may not use self-help measures to remove the tenant. For example, you may not lock out the tenant, cut off utilities or place a baseball bat strategically upside the tenant’s head. Instead you bring an unlawful detainer lawsuit against the tenant.

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 Understanding Commercial Leases

In this article the author explains the basics of commercial leases.

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 Legal Compliance Checklist for a Medical Corporation

In this Article, the author gives you a legal compliance checklist for your medical corporation.

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 Should you Incorporate Your Medical Practice?

In this Article, the author answers the question, should you incorporate your medical practice? What are the costs and benefits of forming a medical corporation?

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 Lawyer for Physicians, Medical Corporations and Group Medical Practices - Overview

Part One of a 9 part series exploring business and contract law issues for medical corporations and group medical practices in California.

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 Maximizing Your Legal Dollars

When times are tight, you might do your transactions without a lawyer, to save on legal fees. Although understandable, this is bad practice.

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 Getting Money - Debt and Equity Financing for Your Business

Overview of Primary Sources of Money. For the most part, you have around 5 sources of money.

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 Buying and Selling a Professional Practice

This article gives an overview of buying and selling a professional practice, be it a medical, dental, accounting, veterinarian or other practice.

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 Franchise Non-Competition Agreements in California

Franchise agreements almost always have non-competition covenants. [Non-competition covenants go by a number of names, including “restrictive covenants” and “no-competes,” but I’ll refer to them as non-competes.] A franchisor uses a non-compete agreement to stop the franchisee from competing against the franchisor.

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 The Franchise Disclosure Document (Formerly Called the UFOC)

A franchisor must give a detailed franchise disclosure document to all prospective franchisees. This document is called the Franchise Disclosure Document (formerly called the Uniform Franchise Offering Circular, or UFDD / UFOC). The author uses the terms “UFOC” "UFDD" and “franchise disclosure document” interchangeably in this article.

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 Should I Franchise My Business?

Clients frequently ask me what I think about the franchising of their business. I respond with a scary discussion of the costs of setting up a franchise system. I can’t help it – the client sees the upside of franchising, but it’s my job to see the downside including the costs and risks. This article will be no different. To help you decide whether you want to invest your time and money in franchising, I will summarize up-front for you the costs and risks.

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 May a Doctor/Dentist Compete against a Former Practice?

If you are a member of a group medical or dental practice, at some time you probably have wondered, “can I or another doctor in this practice set up a competing practice and service existing patients?” This question is crucial both to the existing group and the doctor who would set up the competing practice.

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 Non-Competition Agreements at 100 mph

Non-competition agreements go by a number of names, including “restrictive covenants” and “no-compete clauses,” but I’ll refer to them as non-competes.

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 Buying and Selling a Medical/Dental Practice

Buying or selling a medical, dental or other health care practice is a complex process. Legal, tax, accounting, valuation and psychology issues are all involved.

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 Valuation in Buying or Selling a Business

Both the buyer and the target should value the target. Buyer does so for obvious reasons, and target does so to determine the asking price for the business.

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 Fire the Bum

In this article, the author will give you a quick overview of the legal analysis for firing an at-will employee.

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 Brokers and Finders in Securities Law

By definition, a finder is not a broker. A finder does not regularly engage in securities transactions. Your job is to restrict the selling activities of your non-employee directors, advisors etc. so that they are finders, not brokers.

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 Broker Law for Employees and Directors Who Sell Your Stock

In this series of articles, the author explains the law of brokers and finders in selling securities. Anyone who sells your stock must comply with the broker laws. This is true for your employees, officers, directors, friends and everyone else.

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 Brokers and Finders in Securities Law – Who is a Broker? Definition

In this article, the author explains the law of brokers and finders in selling securities. His intended audience is the business owner who sells stock (or LLC interests) to raise capital for the business. The article deal generally with securities offerings (that is, private placements of securities) and specifically with the law of brokers and finders in the context of a securities offering.

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 Brokers and Finders in Securities Law – Overview

In this article, the author explains the law of brokers and finders in selling securities. His intended audience is the business owner who sells stock (or LLC interests) to raise capital for the business.

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 Resale of Restricted Securities

In this article, the discusses how an investor resells securities that he bought in a private offering from a private company. The investor usually will have received his stock in an angel round of financing or a private offering / private placement of securities, whether under Regulation D, Rule 504 or 506 or like state laws, for example, California’s Section 25102(f) limited offering exemption.

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 Introduction to Federal Private Offering Exemptions

In this article the author gives a brief overview of the federal exemptions that are most commonly used for private, limited offerings and private placements in California.

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 How a Management Co., General Partner or Broker Uses General Advertisements and Solicitations to Get Investors

In this article, the author talks about how a management company, general partner or broker finds investors while staying in compliance with Regulation D’s rule against general advertisements and solicitations.

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 How to Find and Solicit Investors for a Private Offering of Securities

In this article the author talks about how you find and solicit investors. He discusses how to get investors for a private offering or private placement of securities, whether an angel round of financing, a VC round or an offering under Regulation D, Rule 504 or 506 or like state laws (for example, California’s Section 25102(f) limited offering exemption). The legal term for this topic is the “manner of the offering.”

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 Maximizing Your Legal Dollars

When times are tight, you might do your transactions without a lawyer, to save on legal fees. Although understandable, this is bad practice.

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 Negotiation

Negotiation is a fact of life. We negotiate all the time, professionally and personally. Think of all the negotiation you do on a daily basis with your spouse and children. Negotiation is fun too, if you keep your ego out of it.

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 Exit Planning / Business Succession Planning

What is exit planning? Exit planning is a long-term process using legal, accounting and financial professionals to maximize an owner’s exit from his or her business. The exit is the sale of the business to the next generation of family or key employees or to an outside buyer.

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