When You Need a Lawyer

Transcript performed by A.I. Please excuse the typos.

00:00
We could do the greatest bit of legal work in the history of the world. We can’t make a bad deal good. If you’ve signed a bad agreement or you’ve done a bad deal because the numbers aren’t good, these transactions are very challenging to unwind. You want somebody whose head is in the game, who’s spending time as much time as needs to be spent. And if you don’t trust them to do that, it becomes the lawyer themselves.

00:28
This is Dental All-Stars, where we bring you the best in dentistry on marketing, management and training.

00:37
Welcome to Dental All-Stars. I’m Alex Nottingham, founder and CEO of All-Stars Dental Academy. And with me is Rob Montgomery. And he is the, I guess the founder, right, of YourDentalLawyer.com. He’s also the co-host on Dental Amigos podcast with the great Paul Goodman over at Dental Nachos. Welcome, Rob. Thanks for having me, Alex. It’s good to be on the show. Yeah, so we were in the green room talking about all the cool things that you do.

01:07
I come up with a topic and I think the topic will just appear based on what we talk about. So let’s let’s let’s dive in I Was I had a great pleasure being on dental amigos great show it was fun to be with you and you and Paul man I got up my caffeine intake to stay On my toes for all of you. So it was two against one on that show. I’m going nice with you because You’re a lawyer and I went to law school. I’m the lawyer as well. So

01:37
I got to be nice to our fellow lawyers. Well, I was a bright one and I decided to go inactive. You’re still doing a law. Good for you. Okay. Um, but what’s wrong with you? But anyways, so I’m very curious. So tell me about your background and tell me how, how do you end up, you know, dental, dental lawyer.com, how you get up with Paul Goodman, right? Cause people know my story. My dad’s a dentist and that’s kind of how my Tony Robbins background got there. But how do you end up serving dentists?

02:07
Hanging out with Paul Goodman, what’s going on here? Yeah, so I’ve practiced law for 30 years. Okay. I had my practice for 28. And during that time, I’ve always represented dentists. And really over the last, say, 12 or so years, it really became the exclusive thrust of my practice. And we do it for the most part around the country, helping dentists and dental practices with

02:36
purchases, sales of practices, partnerships. We do lease reviews for startups. Like all the business, M &A, corporate employment stuff that goes into a dental practice or issues that come up. And so most of my team and myself are in Philadelphia. Paul Dr. Nacho is of course a Philadelphia area dentist. He was a client.

03:02
and also somebody that, you know, at an early stage of his career was doing great things with CE and study clubs and bringing dentists together, pre-internet, pre-social media. Paul was putting together 25 people on the basement conference room of a restaurant, and we would bring people in, and he was involved with the GPR program at

03:30
at Einstein Medical Center in Philadelphia. And so Paul and I got to know each other. We collaborated with some continuing education seminars and some other things. you know, it’s like Paul’s passionate about what he does. I’m passionate about what I do for my folks in the dental space. And so it was somewhat inevitable that our paths would cross here in the Philadelphia area.

03:56
And Paul’s been a really good friend ever since and certainly somebody that I respect in the dental community for all the great stuff that he does. so, yeah, over time, what used to be sort of how you market it and your immediate footprint has grown, you know, with electronic marketing and Facebook and social media and podcasts and where people get their information and how you meet people and how you get in front of people. And so,

04:26
That’s really allowed our practice to expand outside of their immediate footprint, the rest of the country. And Paul obviously has a national and international audience with iMatter. And so we have a lot of fun together. did you end up doing Dental Amigos, the podcast with Paul? Yeah, we really, Paul, this was like the early days of the Dental Nachos Facebook group and

04:53
we were going to do a companion podcast. And so we stuck with Paul’s Nacho theme and went with the Amigos because we are our friends too. And I think when we first started, we’ve had this podcast for like seven or eight years, maybe even a little more. We were sort of like in the early days, we weren’t the initial stage of the dental podcasters, but we were certainly in the initial stages. And Jamie Amos at the time was the founder of

05:22
ideal practices, how to open a dental office.com who had a great podcast and we did a lot of work with his clients and he was always really an inspiration for me to kind of how to present, how to meet network with dentists and other people in the industry. And he had a great podcast and thought, well, that’d be cool. So on his podcast a couple of times, Paul was to like, let’s do our own podcast. And we did. And we’ve had lots of fun with it. We’ve changed the format over the years.

05:51
kind of gone the times more curriculum based, sticking to different themes with associate agreements and practice management things. Sometimes we’re more free will, and sometimes just he and I talking about stuff. A lot of times we get good guests like yourself to come on and talk about what they do in their space. And it’s fun doing a podcast with a co-host. I have respect for you do Alex. And so like doing the one-on-one is a lot harder.

06:20
but know, Paul and I, it’s, is really a kind of a free wheel and thing and it’s, off the cuff in every way, as you know, uh, being on the show. had to bring order to the podcast a little bit as you guys go. So Rob, here’s what I’m thinking. I don’t know what my mind like all things, dental law, whatever her law stuff, business dental. Anyway, so take me through. I looked at your website says, okay, I’m really curious about what you do.

06:49
And I want you to take me through what you do and give me tidbits about these different topics. There’s so many really interesting areas that dentists need to be aware of. I think maybe a, what do we call it in university, the overview or the beginning of the curriculum, I forget what you did from bring back those days, but. what? You want a syllabus? Oh, you give me my syllabus, syllabi, but.

07:19
Where you call an overview I guess but but we want like kind of bring me through this modalities that a dentist may not know That a lawyer can help them now. Obviously you do this your you represent all this the 50 states But there’s other lawyers that do this as well. They may not be specialized in dentistry, but a lot of lawyers can do some of these activities nice to have a specialty like you so maybe no, Just if I’m a dentist listening or in the dental practice

07:48
practice or a practitioner, what are areas that I need to be aware of that may need legal attention? Yeah. Yeah. Okay. So big question. We’ll tackle it though. Yeah. I think, uh, you know, it’s really important to work with a good team generally, you know, and so when we’re talking about the team, it depends what you’re doing, but oftentimes that’s a CPA and a lawyer.

08:16
It could be a realtor as well. It could be a broker. It could be a lender, depending on what you’re doing. If you’re buying a practice or expanding or doing a de novo or a partner’s buying into your practice. So like working with the right people is really crucial, you know? And so to start with, I’m going to say that with a lot of transactions, the lawyer’s job and what we do legally isn’t the most important thing.

08:46
Right. So that’s coming from the lawyer saying that, but, know, I like to tell clients, especially new people that are considering a particular business transaction. You really need to work with a good CPA to start with, know, and really know your numbers, know your numbers. Right. And, uh, because we could do the greatest bit of legal work in the history of the world. We can’t make a bad deal. Good. What we do, we can protect you. We can make sure that we lay out the terms.

09:16
We make sure we do all the, not all the I’s cross all the T’s, but if the numbers don’t work, the economics don’t work, it doesn’t matter. And so I think that’s a step that a lot of people skip, especially with practice owners. So in what context? A lot of different things. If you’re going to hire an associate, what does that look like for you economically? Don’t find out that bringing somebody on two days a week, taking some of your production away.

09:44
and having to pay them don’t think that you’re going to spend less time and make more money. Certainly not initially, right? What do those numbers look like for you? Know that before you make your decision or you’re going to bring a partner on. Now you’re going to split your profit. You’re going to split some production. You’re no longer making all the money off the practice, but that the associate that’s buying in is going to pay money. What does that look like for you? And like that’s the importance of working with a good

10:14
dental focus CPA to help you with cashflow projections so that you know what to expect. And so you’re not taking what’s behind door number two. And you find out six months later, like, wow, that wasn’t so great. You know, I wish I hadn’t done that because these deals can be very difficult to unwind. And a lot of times, people come to us like, oh, I don’t know if I should do this. I’ve been thinking about this. I’ve been thinking about whether bring on a partner or how many days a week or how I’m going to split the profit. And I just don’t know. But they haven’t

10:44
gone to that next step to work with somebody to help them with that planning. you know, oftentimes once you do that, the, the answers to your questions become obvious, you know, whether to do it or not to do it or how to do it. Once you know what those numbers look like. And then it’s like an epiphany for these people. know, what just popped in my head is a title when you need a lawyer to sounds provocative. I like that. Or you need a lawyer. So what I’m thinking about.

11:13
I look at myself as a business person first, right? I mean, I enjoyed law school, the education and so on. But when you’re going into it and also encourage dentists to, to focus on business and think about their practices of business. Right. I have a, probably heard me say this and I tell my father who’s a dentist, same thing. We don’t do DDS around me, dull dental stuff, not interested, but yeah, you run a dental organization. Well, I people that know that, that you don’t come for, to me.

11:43
But a lawyer MBA to teach you dentistry, I don’t teach you how to do business and how to do life, right? And because ultimately you do business and be able to make a nice life, right? Uh, and if you only do business just for money, you’ll be unhappy because you realize that wasn’t the game to begin with. Uh, but money is important too. Now there are times you need a lawyer when you are involved in a business transaction that’s beyond your acumen. There’s a

12:12
NBA law word right there. We got to make sure that you are prepared. So you have the CPA for numbers. You got to do that. But and look, we’re not saying you always need a lawyer because lawyers can be, you know, not cheap, but they’ll save you so much money when you’re going into a business endeavor. And it’s important that you’re not running your business like mom and pop. Most of the practices listening are upwards of a million, 2 million plus in size.

12:39
or at least they have the aspirations to be a million plus. And so when you start talking about that, we gotta be prepared. So I’m looking at your site and that’s what kind of us is, oh, I don’t wanna be pigeonholed to one topic because I think people need to know the big picture of really when do I need a lawyer? When do I need to consider this? Because you start doing it yourself. I’m just gonna throw some things out here and we can, I’m listening to your side, I love it, buying a practice.

13:08
practice startups, associate agreements, office cases, partner separations, partner buy-in, selling a practice, real estate transactions, entity formation, even HR. These are things that you go onto, what is it? Legalzoom.com and grab a contract. You’re really gonna do this yourself? Or you just don’t do a contract, you don’t know what you’re doing. Like these are, when you are doing these type of things I listed, which are the things that you do, okay, and.

13:34
Am I paid to promote you? Nothing like that. I do like you and Paul, but that’s not why I just say this is really important that you all there listen to understand this that these things I listed off, you better be prepared to play because these are multi million dollar decisions because when you make the decision, you multiply by all the years you have to benefit or suffer from a bad decision. Am I right? Absolutely. So

14:04
I’m just like, this is very juicy. So those that are listening, the podcast now becomes when you need a lawyer. So let me ask you this, Rob. I like to start with mistakes. What are the biggest mistakes that you see that dentists are making in this type of field of either they’re working with a or they’re not working with a lawyer?

14:31
What gets them into trouble that you have to fix these problems? Like what are the mistakes that they’re making that you see? I know it’s a broad area, but the area in your field that they’re coming to you, what are the mistakes that you see? Yeah. Yeah. And I’ll say though, Alex, like a lot of times people don’t come to us after they’ve made mistakes because sometimes these are mistakes that really can’t be fixed. And that’s, and that’s the bigger problem. mean, so I can tell you there are things that, that we see and we see things go wrong and people do come to us, but a lot of times we can help.

15:00
You know, if you’ve signed a bad agreement or you’ve done a bad deal because the numbers aren’t good, these transactions are very challenging to unwind. It’s very challenging to amend the documents if the other side doesn’t want I remember in law school, it’s called the four, what the four sides of the, you know, the four corners of the agreement, like what’s it, you’re stuck. You’re stuck with that. And unless somebody else wants to renegotiate that, it’s hard. But I think

15:28
I think it’s just not really not working with the right people, not understanding the right thing and what they need to do at the right time. So some of this is as lawyer, some of it’s a CPA, some of it’s a consultant. You know, need to have a good quarterback on whatever you’re doing and whatever that project is and making sure that you’re doing the right things, the right people at the right time to protect yourself. One of the, will say from a practice owner standpoint, knowing what your listening audience

15:56
is from a demographic standpoint, larger practice owners, successful practice owners, where we see people that are selling practices to DSOs. Talk about having to really bring your A game to the legal documents world. These deals are so complicated. And even though if you’re selling a practice to a dentist or you’re selling a practice to a DSO, still a dental practice sale, right? Yeah.

16:24
That’s exactly where the similarities end. There is nothing about those two deals that are at all like the way that they are structured, the way they’re documented, the way that these buyers staff the deals where even though it might only be a, know, quote unquote, only a $5 million deal, these DSOs and private equity groups hire law firms that staff these deals and document them.

16:54
Like it’s a billion dollar securities offering. you know, unlike a dentist to dentist deal where you want a seller who’s going to hopefully transfer their goodwill and the practice that they’ve built over the years to another dentist and hope that their legacy continues. That’s not what these DSO transactions are about. Those lawyers in these big firms are trying to win the deal for their clients.

17:24
And so we do see people that don’t realize they don’t work with the right lawyers and the right accountants and the right consultants and the right brokers to help make those deals work or to kind of find the hidden traps in these documents that are purposefully there and they are being presented in a way that they hope that you don’t find them. And that’s probably the biggest thing. And a lot of times, you know, I’ll say, you know, we’ll kind of talk about

17:52
Briefly, you know fees and what things cost and you know my firm were definitely not the cheapest We’re definitely not the most expensive but you know a lot of times people will say like oh wow, know What how much do think it’s gonna cost for this? I’m like, we’ll give an estimate they find somebody else that gave him an estimate for less Well, I’m gonna hire the other months are cheaper, but you know Alex It’s like in the legal world unlike dentistry where there is some sort of tangible minimum product that needs to be delivered

18:20
you what you get in the legal world or the consulting world, there’s no, there’s no like bare minimum. There’s no like tangible thing that has to be like this, you know, and it really comes down to you’re hiring experienced people to spend time and do things right for you. Answer your questions and put you in the best possible position. Well, I’ll give you an example. I, and I had one of my buddies on who became my buddy, uh, for there’s somebody else who did my, my trust.

18:49
And it wasn’t cheap and I’m like I wrote my will right. I probably could have done it myself Chat GPT, whatever it was and Lawyer, but what’s the rule you never have the this stupid lawyer is the one that represents themselves or something like that? I’ve done that a few times. That’s not so bright, but it was it’s nice to have a professional that specializes in it and I don’t know is maybe five to ten grand but

19:19
done right, because we’re talking a lot of assets that are really important to protect and, you know, just slapping that around, not it’s like, it’s nice to to to, you know, fix the dryer, maybe, but like, this is a big deal. And so I think there’s a quote, you don’t want to step over dollars to get pennies. And I think in business is you got to keep the big picture involved.

19:47
and high things that have a high value like a trust in your estate. You want a good professional and the difference between one lawyer and another, $100, $200 an hour is nothing, thousands, a few thousand dollars at the end of it is nothing compared to the final outcome. But like you said, dealing with the DSO, you’re going against a Goliath, you better be prepared. Even dealing with no dentist, they’re gonna have their lawyer and their transitions company, wherever’s involved.

20:14
And you got to make sure you understand the terms and then negotiate properly. You got to get represented. And even if it was so obvious, the fact that the attorney there, right, there’s a protection. It’s just, these are unforced errors that those are listening. If you’re dentists, you are business owners and any important, uh, move, right? So like what I, what I see is like getting in and out of a practice, you need a lawyer.

20:43
No, when you do when you need lawyer when you’re negotiating with an associate you need a lawyer Right these employment agreements, you know not competes and so on office leases, right all these type situations You need to have like you started beginning the the accounting. Yes But then a lawyer usually, you know to make this happen to the lawyer to make that happen So I think that’s important. So you find that a mistake is dentists will just choose the

21:10
cheaper one versus the one that they feel is the better choice. Um, do you see that dentists will often just not retain a lawyer or do it themselves? Is that common or not as uncommon? It’s out there. Obviously they don’t make it to me. So it’s hard to say how do you, don’t see it. Yeah. Um, you know, they’re, they’re there for sure. You know, and like people that use agreements that friends use, right. Their employment agreements are

21:37
Or it’s even worse with like partnership agreements and things like that or- Oh, bootstrapping. That was the, I was thinking. We’re gonna bootstrap. Like, oh, and listen, for those that are listening, don’t get me wrong. I would say I’m frugal. My wife would say I’m cheap. I’m working at it. Okay. I get it. Right. Nobody wants to spend money. I don’t either. But when it comes to business, you guys have to have a switch that goes on that says that frugleness needs to stop.

22:06
Now we got to think about value and protection and big picture. Does that make sense? I think it’s perfect. Value is the word. You’re absolutely right, Alex. And that’s, and that’s what you need to find. And, and, and value is not always the cheap. Not normally is not the cheapest values. Usually not the most expensive either, you know? And so it’s about what you’re getting and what the, the, the return on that investment is so to speak. It’s all about return on investment.

22:35
People don’t realize too that they’re very focused with us. Like, well, how much is it to review this document or to prepare this document? And I’m like, well, we’re helping you buy a practice. We put the documents together. That’s obviously a key component to it, but that’s not why you need us. We’re going to help you get through the transaction, do all the other things to get you to closing, to make sure you’re protected, you understand what you’re doing and then what’s in these documents.

23:02
is what you think should be in there and it’s consistent with what your vision is and your goals for this deal. That’s what we do. The ministerial act of putting names and numbers and putting some things around in a contract, like yeah, we do that, but that’s like, that’s the commodity part of what we do. frequently I could tell you, how much does it cost to prepare this agreement? $1,500, I’ll tell you that, I’d live with that. How much does it cost to negotiate with the…

23:27
six new york lawyers from a big firm in the sale of my practice to a ds l i don’t know right up i’m going to go rest with these guys and we’re going to we’re gonna put you in the place where you’re we understand what you’re doing you’re not gonna make surprises after the fact and for that you want your lawyer you want all of your professionals to spend time on your matter you you don’t want them to say hey thanks for that twenty thousand dollar flat fee and uh…

23:54
You know, I make myself available, you know, from time to time. Like you don’t want that. You want somebody whose head is in the game, who’s spending time as much time as needs to be spent. And if you don’t trust them to do that, then the issue is not, you know, it’s not, it becomes the lawyer themselves and maybe you, that you have to find somebody that you do feel comfortable with, that you can trust to bill you that way because ultimately that’s when you need, which is somebody spending.

24:24
Let me ask you this, Rob. Thank you. We discovered our child together and we got some really good insights. What are, what are some resources for those that are listening? Uh, obviously go to your dental lawyer.com. If they are need a lawyer or potentially, or want to talk with your team, what are some other ways that they can interact with you, follow you? guess dental amigos is one you have that podcast with, with Paul.

24:52
Are there other resources that our listeners could access? Yeah. So I mean, that is, you know, we do have some, um, some blog stuff on our, on our website and the podcast with Paul, think is those are the main ones. Yeah, for sure. Um, and we’re, doing, our younger Dennis group if we’re calling them emerging Dennis network. So for our associates, which really is not your audience, I realize X, but

25:17
We have a group when we do quarterly webinars for those clients that we don’t charge them for and it’s just these are associate dentists. Yes. Yeah. If he has some associates, I’ll listen to you for sure. Go there. We have a pretty broad following. So job. Thank you so much for joining us on the podcast. Yeah. Thanks for having me, Alex. All right. So remember to follow us on apple podcast, Spotify and YouTube. Get the episodes as they are released. Share with your friends. And if you like this episode, you can leave a reviewer or just subscribe.

25:47
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26:02
We hope you enjoyed this episode of Dental All-Stars. Visit us online at AllStarDentalAcademy.com.