FOR DENTISTS CONSIDERING A DSO OFFER
Before you sign the LOI, know exactly where the offer bites. A clause-by-clause DSO offer review from a dental practice sale attorney — written red-flag memo, structure analysis, and a walkthrough call — for a $1,995 flat fee.
- Harvard Law-trained deal counsel
- Former Series 7 & 66 securities licensee
- Selected to Illinois Super Lawyers 2025-2026
The Offer Is Built to Be Signed Quickly
The letter arrived with a number that sounds like the retirement you planned. The broker is enthusiastic, the DSO’s development team is friendly, and there is a deadline — sign the LOI, enter exclusivity, keep the momentum. Everyone at the table seems aligned. Everyone at the table was also hired by the buyer.
The headline multiple is not what you keep. What you keep is decided in the structure: how much of the price is cash at close versus an earnout tied to targets you will no longer control, rollover equity in units you cannot value or exit, and holdbacks that quietly shrink. The work-back employment agreement resets your compensation and — through its termination-for-cause definitions — can forfeit the deferred value you thought was already yours. Add a broad non-compete and one-sided indemnification, and two offers with the same price produce very different outcomes. Once the LOI is signed, exclusivity and deal momentum make every one of those terms expensive to move.
An offer review changes your position before any of that locks in. Howard East’s corporate M&A attorneys read the documents from the seller’s side of the table: which terms are market, which are traps, what to counter, and what the paper actually obligates you to do for the next five years. You walk into the negotiation knowing the deal as well as the buyer does.
What Your Flat Fee Buys
- Clause-by-clause red-flag memo. A written review of your LOI or draft purchase agreement identifying every term that costs you money, freedom, or leverage — in plain English, with the counter-position for each.
- Valuation-structure review. How the price is actually paid: cash at close, earnout conditions and who controls them, holdback mechanics, and rollover equity — including what class of units you would hold, what rights attach, and how you ever get out.
- Work-back employment terms analysis. Term length, compensation reset, production formulas, termination-for-cause definitions, and every link between your continued employment and the money you have not received yet.
- 45-minute attorney walkthrough call. We go through the memo together, answer your questions, and prioritize what to push back on first.
- 5-business-day turnaround. Delivered inside the response window the DSO gave you, so the review never stalls your deal.
The Credentials Behind the Review
- Attorneys admitted in Illinois, Wisconsin & New York
- Selected to Illinois Super Lawyers, 2025-2026
- Deal counsel trained at Harvard Law School (J.D.)
- A former Series 7 & 66 securities licensee on the deal team — earnout, rollover-equity, and consideration analysis grounded in securities training, not guesswork
- Regulated-industry licensing experience across seven states
How the DSO Offer Review Works
1. Book and pay the flat fee. One price, quoted here, before any work begins.
2. Upload your documents securely. The LOI or draft purchase agreement, plus the employment and rollover exhibits that came with it. Our portal is confidential and encrypted. 3. Attorney review. A Howard East attorney — not a form-checker — reads every clause against current DSO deal practice. 4. Written memo plus strategy call. You receive the red-flag memo within five business days, then we walk through it together on a 45-minute call.
Scope, in plain terms: the flat fee covers the review of one LOI or one draft purchase agreement (with its ancillary employment and rollover exhibits), the written memo, and the walkthrough call. Drafting counterproposals, negotiating with the DSO or its counsel, reviewing subsequent turns of the documents, and closing the transaction are a separate engagement — which we scope and quote in writing before any additional work begins.
Get the Offer Reviewed Before You Sign It
We respond within one business day. Your information stays confidential.
DSO Offer Review — Questions Dentists Ask
Do I need a lawyer to sell my dental practice?
No law requires one — but every document in a DSO deal was drafted by the DSO’s counsel, for the DSO’s benefit. The letter of intent alone can lock you into exclusivity, set the working framework for price, and shape your employment terms before diligence begins. A dental practice sale attorney reads the deal from the seller’s side of the table — start with the ADA’s practice-transition resources for process, then get the documents themselves reviewed. A flat-fee DSO offer review is the lowest-cost way to do that before you sign.
What does a dental practice sale attorney cost?
Most attorneys handle practice sales on hourly rates, and the total depends on how many negotiation rounds the deal takes — difficult to budget in advance. Howard East separates the first decision from the full engagement: the offer review is a $1,995 flat fee, quoted before any work begins. If you move forward into negotiation and closing, we scope and quote that as its own engagement. You always know the number first.
What should I look for in a DSO offer?
Look past the headline multiple. What matters is structure: how much is cash at close versus earnout, holdback, or rollover equity; what conditions attach to each deferred dollar; how long you must keep working and at what compensation; the scope of your non-compete; and who bears liabilities through indemnification. Two offers with the same price can put very different amounts in your pocket. Our red-flag memo maps each of these against your documents.
What is a work-back agreement?
A work-back arrangement is the employment agreement requiring you to keep practicing at the office after the sale, usually for a period of years. It typically resets your compensation to a salary or production formula set by the DSO, and its termination provisions often connect to your earnout and rollover equity — leave early, or be terminated for cause as the DSO defines it, and deal value can be forfeited. It deserves the same scrutiny as the purchase agreement itself.
Can I negotiate a DSO offer?
Yes. LOIs are drafted to look final; they rarely are. Price structure, earnout conditions, work-back length and compensation, non-compete scope, indemnification caps, and rollover terms all move in real negotiations — and your leverage is greatest before you sign the LOI and enter exclusivity. What you need first is a clear map of which terms are off-market. That is the purpose of the DSO offer review.
How long does a DSO deal take?
It varies with the DSO’s diligence process, the state of your practice records, and financing. Most deals run several months from signed LOI to closing; quality-of-earnings review, credentialing, payor and lease assignments, and legal documentation drive the timeline. An offer review does not slow the deal — the memo comes back within five business days, so you can respond inside the window the DSO set.
Attorney Advertising. Howard East is a business law firm; attorneys are admitted in Illinois, Wisconsin & New York. This page provides general information, not legal advice, and reading it does not create an attorney-client relationship. Flat-fee scope is defined above; engagement terms are confirmed in writing.