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Why Us
Newton’s Law is a healthcare-only M&A practice. The attorney working on your deal is the attorney who answered the phone — we do not hand the work to a generic associate. Our practice spans dental, veterinary, med spa, optometry, physician, and DSO transactions, and we handle the entire deal: LOI, due diligence, definitive agreements, lease and real estate, regulatory structuring, and closing. Specialized work, end to end.
Satisfied Clients
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Built for $500K–$5M practice deals — large enough to be complex, too small for big-firm economics.
One firm from LOI to closing — diligence, definitive agreements, lease, real estate, and financing.
Licensed in Florida and Illinois, with working depth in the rules that decide healthcare deals in both states.
Healthcare transactions are all we do — dental, veterinary, med spa, optometry, physician, and DSO deals.
Healthcare-Focused M&A Experience
We work exclusively with healthcare practice owners and buyers, bringing industry-specific insight into every transaction.
Practical, End-to-End Deal Guidance
From the letter of intent through closing, we handle the entire transaction with clear communication and steady direction.
Services
Newton's Law Legal Services
Newton’s Law provides comprehensive legal representation throughout the entire transaction lifecycle.
FAQ
A Different Approach to Healthcare M&A
Clients value calm, decisive guidance — not academic legal theory or sales-heavy promises. The goal is a clean, defensible transaction that aligns with both legal and real-world business realities.
Buyer
For Dentists Navigating the Purchase Process
What does it mean to acquire a dental practice?
An acquisition involves purchasing an existing practice — patient base, equipment, goodwill, often the real estate or the lease. It’s a business transaction with legal, financial, and operational implications. The structure (asset purchase vs stock purchase, allocation of price, financing) materially affects your tax position and your exposure.
Who should be on my acquisition team?
At minimum: a dental-transactions attorney, a CPA who knows dental deals, a lender, and (optional but often useful) a broker and a transition consultant.
What do banks look for when financing a dental acquisition?
Lenders typically assess: your clinical experience and credit history; the practice’s cash flow and profitability; whether the purchase price aligns with valuation; and the transition plan — including whether the seller will stay on.
Should the seller stay on after closing?
Often yes — three to twelve months is common, and helps retain patients and staff. The terms (compensation, duties, non-compete) should be clearly defined in an employment or transition agreement.
What happens to staff during a transition?
You’ll typically offer employment to existing staff. Confirm: who’s staying, what benefits and pay will be offered, and whether there are existing employment contracts, severance obligations, or earned-but-unpaid PTO that need to be addressed.
Do I need a dental-specific attorney?
Yes. Dental acquisitions involve unique issues — A/R, non-competes, clinical transition, lease assignment, professional-corporation rules — that generalist counsel often misses. We specialize in healthcare and dental M&A and offer flat-fee packages to keep costs predictable.
Do you work with clients outside Florida?
Yes. We are licensed in Florida and Illinois, and we support dental and healthcare professionals nationwide on transaction-related matters. State-specific regulatory work outside Florida and Illinois is handled in coordination with locally licensed counsel.
Seller
For Dentists Considering a Sale
What’s the first step in selling my dental practice?
Start with a valuation. You’ll want to know what your practice is worth before listing. A broker, CPA, or valuation specialist can help. We also recommend reviewing your financials, lease, and employee information early — those are the items buyers will scrutinize in diligence.
How do I know if the offer is fair?
Fair market value is typically assessed by your broker, CPA, or valuation expert. Even a “high” offer can come with strings attached — earn-outs, retention, equity rollover, non-competes. We help you spot the strings, structure the deal, and negotiate the terms that actually protect your outcome.
What if I want to stay on after the sale?
Many buyers want the seller to stay on for months — sometimes years. You’ll sign either an employment or independent-contractor agreement. We structure that document to protect your time, your income, and your post-employment exposure.
What if I own the building?
You can sell the building with the practice, lease it to the buyer, or sell it separately. We structure the real-estate portion of the deal to maximize value and minimize tax impact (working with your CPA). See also “Sellers Keeping Real Estate” below.
Expansion Buyers and Practice Groups
My deal structure worked the first time. Why would the second deal be different?
Risk compounds across deals. Lease friction, employment-transition surprises, and EBITDA-adjustment disputes that you absorbed once become systemic if you don’t standardize between deals. The right approach the second time is to lock down a repeatable diligence checklist, a standardized APA template, and a documented integration plan — and to renegotiate the lender relationship for serial acquisitions, not as one-offs.
Can you reuse the documents from my first deal?
Yes — and we recommend it. We work with you to build a tailored “deal kit” after your first transaction so subsequent acquisitions move faster and are more predictable. Templates aren’t rigid — they’re a starting point that gets adjusted for each deal’s quirks.
What's different about lender relationships for serial acquirers?
Lenders price risk differently across a portfolio versus a single asset. The covenant package, personal-guarantee terms, and consolidated reporting requirements all shift. Negotiating with your lender as a portfolio borrower, not as a serial single-asset borrower, materially changes the economics.
How long should integration of an acquired practice take?
Operationally, ninety days post-closing is the focused integration window — staff retention, patient continuity, brand and signage, payor credentialing, banking transitions. Legally, the integration tail can extend much further if the deal included an earn-out or retention bonus tied to twelve- or twenty-four-month performance. We structure the document set with integration risk in mind.
Sellers Keeping the Real Estate
Can I sell my practice but keep the building?
Yes — and structuring this correctly is one of the most under-appreciated value-protection moves in healthcare M&A. The two key documents are the asset purchase agreement (for the practice) and the lease (between you, the landlord, and the new operator-tenant). Both must align — rent escalators, assignment provisions, personal-guarantee language, and exit options for your real estate.
What's a sale-leaseback?
A sale-leaseback is when you sell the building (often to a real-estate investor) at the same time you sell the practice (to an operator), and the new operator becomes the new tenant. This can unlock real-estate value while keeping the practice operating. The structure has tax implications and requires careful coordination between the practice sale and the real-estate sale closings.
What rent escalator should I push for?
Annual rent escalators in healthcare leases typically run 2–4%, with longer-term escalators tied to CPI or a fixed step. The right number depends on local market data, the term length, and whether the lease is fully net (tenant pays property taxes, insurance, common-area maintenance) or modified gross. We model this with you so the long-run cash flow on the building actually matches what you’re being told at signing.
Should I keep a personal guarantee on the new tenant's lease?
Generally no — and that’s a common mistake. If the buyer of the practice is acquiring it as a corporate tenant, your role as landlord should be at arm’s length, not personally on the hook for the new operator’s performance. The right structure depends on the buyer’s creditworthiness and whether your lease terms can be properly secured otherwise (security deposit, letter of credit, parent guarantee).
Vet, MedSpa, Optometry, Physician
Vet — How are veterinary deals different from dental deals?
Three big differences: controlled substances (DEA registration is per-location and transfers carefully), waste management and hospital-grade equipment (specialized building requirements), and the relative weight of specialty versus general practice (specialty vet practices typically command higher multiples but bring their own staffing and equipment requirements). Cremation services, food and supply contracts, and pet insurance billing also factor in.
MedSpa — What's the regulatory complexity I should worry about?
Three layers: corporate practice of medicine (CPOM) rules that restrict who can own a medical practice and how (relevant if the buyer is a non-physician investor), FDA classification of injectables and devices, and state-level med-spa-specific rules (medical-director requirement, infection-control standards, scope-of-practice for non-physician injectors). Florida is one of the more heavily regulated med-spa jurisdictions.
Optometry — How does optical retail revenue affect valuation?
Optical retail and medical billing have different multiples. Buyers who underwrite the practice as a medical asset value the medical revenue more heavily; buyers underwriting it as a hybrid retail-medical play look at retail margin, vendor contracts (frame manufacturers, lens labs), and patient flow conversion to retail. The split affects the price, the structure, and which provisions matter most in the APA.
Physician — What about Stark and Anti-Kickback?
Physician practice transactions need careful structuring to comply with the Stark Law (physician self-referral restrictions) and the Anti-Kickback Statute. The bigger concerns surface when ownership structure includes non-physicians, when compensation includes any reference to volume or value of referrals, or when ancillary services (imaging, lab, infusion) are part of the deal. We structure these transactions to fit within safe harbors and exceptions.
Healthcare Entrepreneurs and MSO/PC Operators
What is an MSO/PC structure and when do I need one?
MSO/PC stands for Management Services Organization paired with a Professional Corporation. The PC holds the clinical operations (and is owned by licensed professionals as required by state law); the MSO provides management, administrative, and non-clinical services to the PC under a management services agreement. This structure is required in CPOM states (like Florida) when investors or operators who are not licensed professionals want economic exposure to a medical practice.
What goes wrong with MSO/PC structures in diligence?
Three common failures: (a) the cap table mixes professional and non-professional ownership in ways that violate CPOM (often inadvertently); (b) the management fee paid from PC to MSO is so high that it functions as a disguised distribution of clinical income — which fails Stark / Anti-Kickback scrutiny in physician contexts and CPOM scrutiny elsewhere; (c) the management services agreement gives the MSO clinical-decision-making authority, which it cannot legally have. We structure these to survive a future buyer’s diligence — or to be cleaned up before the sale.
My med spa has multiple locations. Do I need a separate PC in each state?
Usually yes. Professional licensing is state-by-state, and the PC holding the clinical operations must be set up in compliance with each state’s professional-entity laws. Some states allow foreign PCs to register; others require a separately formed in-state PC. The MSO above can typically operate cross-state. We structure the entity stack to scale cleanly as you add locations.
If you are considering buying or selling a healthcare practice.
If you are planning a transaction — or are already under LOI — early legal guidance can significantly impact outcomes. Conversations are confidential and focused on your specific goals.
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