An Employee’s Perspective: Navigating the Sale of a Medical Practice

May 31, 2023

In this episode, we share the story of a physician who, only 10 months away from becoming a partner, learned the medical practice was being sold to a private equity (PE) firm. Although the physician was a top performer, he was not a partner yet thus missing out on the financial benefits associated with the sale. Additionally, the physician found themselves in the dark about crucial details about their employment until just four days before the deal’s closure. Join us as we explore the challenges commonly encountered in private equity deals, discuss strategies for overcoming these obstacles, and assess the leverage that employees hold in such circumstances.

Listen to the full episode using the player below, or by visiting one of the links below. Below is the episode’s transcript which has been edited for readability. If you have any questions or would like to learn more, email us at info@byrdadatto.com.

Transcript

Intro: [00:00:00] Welcome to Legal 123s with ByrdAdatto. Legal issues simplified through real client stories and real world experiences, creating simplicity in 3, 2, 1.

Brad: Welcome back to another episode of the Legal 123s with ByrdAdatto. I’m your host Brad Adatto with my co-host, Michael Byrd.

Michael: As a business and health care law firm, we meet many interesting people in various stages of their business. This season, we get to focus on the high stakes implications of selling a business. Brad, this season’s theme is The Hitchhiker’s Guide to M&A. We’ve been guest heavy all season. We’ve brought in different professionals to offer their experiences and perspectives on M&A. Today, Brad, one of the few times of the season, we’re on our own so we need to behave ourselves and we don’t have anyone to rely on.

Brad: Oh man, no guests. That makes me sad. Well, for those listening, for the first time this season, Michael did throw out a vocabulary word, [00:01:00] M&A, which stands for Mergers and Acquisitions, which is fancy legal talk for the buying and selling of a business or the assets of a business.

Michael: And Brad, we often will guide our clients on the importance of employee policies and patient related policies in conjunction with their practice.

Brad: Sorry. Sorry. I dozed off with your discussion starting an episode on policy talk, Michael.

Michael: Well, in case you were not sleepy enough, Brad, training. You like training, training relating to these falling policies.

Brad: Falling asleep. Falling asleep.

Michael: Is another important element and we are often at a loss trying to recommend good training programs or videos for our clients to implement their policies.

Brad: Hey Riley, can you call 911 please? I think I just sprained my neck. My eyes just rolled up my head so fast.

Michael: All right. Well, you inadvertently just played right into my hand, Brad, because I read an article [00:02:00] recently.

Brad: Okay.

Michael: About how employees at Microsoft are hooked on the company’s internal training videos.

Brad: I think they need to get up from the desk more often, but how is this possible?

Michael: Well, so apparently, and this goes back a while, but they have training videos that are built like a TV show.

Brad: Okay.

Michael: It’s called Trust Code and it has flawed characters, dramatic cliff hangers, and even has fans worldwide.

Brad: Well keep going, but I’m just still hoping our audience is still listening.

Michael: Well, you have to at least be a little curious, anyone that’s ever watched a training video. Trust code launched in 2017.

Brad: Okay.

Michael: One of the star characters is Nelson and he’s played by an aspiring actor named Devin Badu. And if you don’t recognize that name, it’s probably because you shouldn’t because Devin does TV commercial work to support himself as he’s trying to catch his break, yet [00:03:00] he is a star of massive magnitude inside Microsoft for his role in Trust Code.

Brad: Poor Devin. His biggest fans are coding nerds.

Michael: Hey Brad, let’s not put people in the coding box, but yes, I guess that is what Microsoft does. So, apparently the employees have watch parties.

Brad: Okay?

Michael: They have t-shirts made with Devin Badu’s image, and even viral memes.

Brad: Oh man, it’s worse than I thought.

Michael: So, you have to acknowledge that it’s pretty impressive, and we talk internally with our clients or internally with our team and externally with our clients, just about the importance of an employee engagement. And that’s why this article jumped off the page. It’s like, how did you get people to not just watch the training videos, but to take it to that level? So I love how they took a necessary and, yes, boring compliance requirement in [00:04:00] training and turned it into something amazing, and it made me start to wonder, Brad, what have we done here that has been a really cool employee engagement thing? Do you have any favorite ideas of things we’ve done at ByrdAdatto?

Brad: We’ve done a few, and I’ll just give two. The first one is the annual offsite, where we actually close the firm for two full days, and we basically have a chance to do leadership and training and education and wellness with our clients, I mean, with our team. And understand audience members, this is the entire staff. This is not just the attorney, so everyone is going with us and often we’ve done this throughout the areas of Texas. We actually one year went to Colorado. And of course my second favorite one is the annual Halloween party where the entire firm dresses up cause they’re voluntold to do that. I mean, you can’t get fired if you don’t, but who wants to find out? And what I learned though is we have some extremely creative team [00:05:00] members with their costumes they’ve come up with. So those are some of the favorite ideas that we have just from a fun perspective.

Michael: I feel like a future episode, we need to have a conversation about your closet just for costumes from being from New Orleans.

Brad: That’s a 45 minute episode.

Michael: Yes which is the reason we have the Halloween so you can get out your toys to wear. Well, for me, Brad, I think, I’m actually most excited about something that we’re about to try over this summer. We are launching a four day work week. Our team tends to be in a constant state of redlining. I mean, we are super busy and do pretty intense work here at the firm so we’ve been looking for creative ways to support our team’s wellness and our management team was inspired by a study out of England on the four day work week. And the premise of the study is that your vision for your business can [00:06:00] remain the same and you can accomplish wellness by moving, in the right way, to this four day work week. So we’re pumped and we actually believe it will improve our service level to our clients while giving everyone a three day weekend every week.

Brad: Well, Michael, I’m all in.

Michael: Well, Brad, you helped shape the policy, so you don’t need to tell everyone that you’re in.

Brad: Okay. Yeah.

Michael: But I’m glad you support it.

Brad: Yes. Well, and I will say this, I’m really happy from our conversations we have with our employees and staff and our team. They’re all real positive about the few conversations I’ve had with our clients. They seem real excited about it too, but how does the employee engagement talk connect with today’s story?

Michael: Oh, Brad. Of course it connects directly. So, you know, we’ve been talking so far about the positive things we do for employee engagement and the other side of the coin are things that a business can do to threaten employee engagement.

Brad: Yeah. I mean, often you’ll see that starts unfortunately [00:07:00] with poor or bad or no leadership. And that just ends up because they all of a sudden have a very secretive groups or cliquey groups, which leads to horrible culture. And for those that know energy vampires thrive in that type of culture and that ends up having super high turnovers and no one seems to be happy in that type of situation.

Michael: Yeah. And believe it or not, there’s some things that aren’t even necessarily poor culture things in of themselves that can affect employee engagement. M&A, Brad.

Brad: Oh.

Michael: You know, based on our theme, you might have guessed I was going here, but maybe I caught you by surprise.

Brad: Yeah, no, hold on, do it again.

Michael: M&A.

Brad: Ooh, okay.

Michael: Is another example of something that threatens employee engagement.

Brad: All right, Michael, well, before we get into today’s story, you know, since we love, you know, you love context so much, let’s talk about the seasons of business and the five phase of an M&A deal. Let’s do the jeopardy speed round since we’re getting the end of this season, for those who’ve been listening throughout the season.

Michael: [00:08:00] Yeah. And so, you know, the entire theme of this season is built around the M&A season of a business, or the buying and selling of a business, but there’s four seasons. There’s the building season, the operating season, the scaling season, and the buying and selling season, and they all are important for what ultimately happens when you’re in this buying and selling season. And, they fall into somewhere in the deal flow or the timeline of an M&A deal that we call the five phases. And you have the buildup to the LOI. Then you have due diligence and then you turn into the definitive agreements, arrive at a closing for the sale, and then the post-closing obligations. For today’s show we’re gonna focus on one of the, and I’m gonna use air quotes, Brad, ancillary agreements that are developed in the definitive agreements phase.

Brad: Man, you got a lot of words going outta your mouth. Ancillary, definitive, but, I believe we’ll get [00:09:00] into it in the story about what everything you just said, right?

Michael: Yes. We will for sure.

Brad: Okay. Let’s go then.

Michael: Yeah. Today’s story centers around the sale of a gastroenterologist practice.

Brad: All right. That’s a very strong word already in this podcast, Michael, and for those who don’t know, that’s a specialist that has expertise in disorders and diseases that affects the digestive system.

Michael: Very smooth, Brad, I noticed you didn’t say back the word.

Brad: What word?

Michael: Yeah, I can’t say it so we’ll move on. We’ll call it gastro from now on.

Brad: There you go.

Michael: There we go. Our client in today’s story is a physician in this practice. However, Brad, he is not an owner. He is the star associate for the practice who out produces all the other associates and actually outperforms all but one of the partners. We will call him Dr. Gasman.

Brad: Oh man, I’m calling a penalty here. You know, just because you have the sense of humor of 13 year old boy you [00:10:00] can’t just go low hanging fruit here, Michael, and naming someone in our story that happens to be a gastro surgeon. I just hope we don’t have a story anytime soon on a proctologist, cause you might go back and steal a name from the old Seinfeld episode, which rhymes with Gasman.

Michael: Yes, yes. Through silly Jerry, I believe. Mm-hmm. Well, I’m gonna just translate what you just said, Brad, and I think you think that my name is so funny that you won’t be able to hold it together the rest of the show cause your mind is gonna start going crazy on immature things like you just did by the way, with the Seinfeld thing. You couldn’t handle, you rejected me and added onto it.

Brad: Yeah. All that could be true. Yeah.

Michael: Okay. Well, we also don’t wanna disappoint Riley.

Brad: No, we don’t.

Michael: She’s in here.

Brad: Yeah.

Michael: And so I’m gonna change.

Brad: Okay.

Michael: We will call our client Dr. Rainmaker, because he makes it rain with his production at the practice.

Brad: Yes and I’m glad since we’re having name game here that you didn’t go with Dr. [00:11:00] Thunder, but Rainmaker works, but now I’m afraid to ask the name of the actual practice.

Michael: I’m regretting even coming up with a suggestion cause you can’t handle yourself. We will call the practice, Anacott Gastro. This is an ode Brad, I know you already know, to one of your favorite eighties movies, Wall Street. And while we’re at it, the name of the private equity company that is buying Anacott Gastro, we will call Blue Horseshoe.

Brad: Blue Horseshoe loves Anacott Steel. First, I’m proud of you that you keep getting back to the old movies, Riley, I think it’s finally wearing off on him after working with this guy for over 15, 16, 17 years. Second, for those who don’t know, Blue Horseshoe is a code name for Gordon Gekko, the character from the movie Wall Street and Anacott Steel is the stock he likes and it’s code for Gordon Gekko is going to put Anacott Steel into play.

Michael: Okay, well back to the story, Brad. I think we’re on track.

Brad: All [00:12:00] right.

Michael: We have to start with this, Dr. Rainmaker loved working at Anacott Gastro.

Brad: Okay.

Michael: And he was loved by the practice.

Brad: Awesome.

Michael: Dr. Rainmaker was seen as a future leader of the practice and someone who would help buy out one of the senior physicians.

Brad: Yeah. And for audience members that might not know this, you know, a typical medical practice on a typical day-to-day interaction between the physicians and the staff, they really don’t distinguish between who’s a partner and who’s an associate physician. They treat all the physicians basically the same of the practice, you know, cause physicians are expected to make medical decisions that are consistent with the standard of care. In addition a lot of, you know, closely held practices that a young associate physician would often be invited to management meetings even though they don’t have a voice, but they  get to hear what’s going on and they may discuss with the owners their thoughts.

Michael: Yeah, and that’s exactly what was going on with Dr. Rainmaker. At the time that the letter of intent was signed between Blue Horseshoe and Anacott Gastro, [00:13:00] Dr. Rainmaker was 10 months away from becoming a partner. This would have been worth millions to Dr. Rainmaker had he been an owner at the time that this closing was going to happen.

Brad: Awkward. So, how did they handle this conversation with Dr. Rainmaker?

Michael: Well, let’s start with the main point. The partners of Anacott Gastro felt bad about the timing of the deal, Brad.

Brad: Oh, that’s good.

Michael: But not bad enough to cut Dr. Rainmaker in as an owner.

Brad: Oh, so sorry, but not sorry.

Michael: Yeah and at the same time Anacott Gastro wanted desperately for Dr. Rainmaker to stay because Anacott Gastro would have the purchase price cut by millions if Dr. Rainmaker did not agree to stay.

Brad: Yeah and this is a big deal in M&A deals, a post-closing. The buyer’s gonna want the production to remain the same at the very minimum, [00:14:00] but they’re counting on the production increasing under this new management. So the overall valuation of purchase price can be a big factor if someone like Dr. Rainmaker’s production also just goes away, which would mean that the purchase price, Michael, as you can reference, would go down.

Michael: Yeah, exactly. And, you know, to that point, Blue Horseshoe actually also really wanted Dr. Rainmaker to stay cause he represented the most long-term continuity to the revenue production as, you know, all the other owners, or all the owners were five years from retirement. So even though the purchase price would’ve gone down, if he wasn’t going to stay, they would’ve been less excited cause there was this guy that was gonna be the future leader and the continuous kind of production of, you know, continuity for years to come.

Brad: Yeah and that’s a complete nightmare for the buyer and I guess in this case, the seller too. If they couldn’t keep one of their main young guns, who’s gonna help continue to drive the revenue [00:15:00] in this case and continue to help grow the practice probably? So why, what did they propose to Dr. Rainmaker?

Michael: Well, so the good news is that both Anacott Gastro and Blue Horseshoe met with Dr. Rainmaker right after the LOI was signed.

Brad: That’s great.

Michael: They explained the situation and made assurances that Dr. Rainmaker would still be eligible to become a partner in a year. They also promised a raise.

Brad: Nice.

Michael: They were kind of pouring it on from a recruiting perspective, but not really sharing a ton in terms of contract or even specifics.

Brad: Ah, well, okay. So when did Dr. Rainmaker call the firm or, I guess in this case, you?

Michael: The week of closing.

Brad: Wait, wait. What? Wait, why? I’m confused.

Michael: Yes. So even though it started strong with this recruiting, you heard me mention earlier, I put in quotes, ancillary documents.

Brad: Yes.

Michael: You called it a fancy word.

Brad: Yes.

Michael: Well, you know, [00:16:00] fortunately, unfortunately, employment agreements and things that are really important to a deal are kind of side things in a deal. Everyone is focused on the definitive documents that will effectuate the sale and the cash coming in. And so then sometimes they don’t get the attention that’s needed. And so, Dr. Rainmaker was presented with an employment agreement where he learned for the first time what is compensation, what the rest of the opportunity would look like, and, you know, a healthy raise was involved as well as, an egregious non-compete.

Brad: Yeah.

Michael: Would you like to know what that was?

Brad: Please tell me.

Michael: Statewide, non-compete.

Brad: Oh yeah. That seems real reasonable.

Michael: Yeah. In a big state.

Brad: Oh yeah.

Michael: Yeah. Have you ever heard of Texas?

Brad: I’ve read about it.

Michael: Yes. It’s really big state.

Brad: Yeah.

Michael: And that’s not enforceable typically.

Brad: Okay.

Michael: And [00:17:00] Dr. Rainmaker was told that closing was in four days and that they needed to know if he was in or out.

Brad: Oh yeah. I love this is. There’s lots of different theories on trying to get a deal closed quickly and so it’s not uncommon for the big players, you know, oh, the train’s about to leave if you wanna hop on, you know, you gotta get on. You only have a few hours to get there. We’ve seen the situations where basically what they’re trying to do is have some urgency to get something closed like if this doesn’t happen, you’re out. And we actually have someone that we always say, well, he’s about to leave the country, so if we can’t get this deal done, the deal’s done and it’s dead and we’d be like does DocuSign not work in Europe? I think it does.

Michael: Yeah. Yeah, it’s crazy. And, you know, as I mentioned, there’s a ton of moving parts to these transactions. We’ve talked in other episodes about the definitive documents and these quote ancillary documents often get put together at the last minute. Communication may not be the best. And [00:18:00] they’re kind of panicked to get the deal done and so they tried to strong arm it cause they don’t want to delay closing and so they just try to force people to sign.

Brad: Yeah. Well, I guess besides doing the speed round of getting engaged by Dr. Rainmaker, how did you handle it once you were engaged?

Michael: Well, yeah, and it felt really rushed. Everybody was rushed cause it was, you know, the train’s leaving message so the first thing we did was identify Dr. Rainmaker’s plan A and plan B so that I could understand, you know, does he have a plan B if the train leaves without him and how desperate is my new client to make this work? And then does he even want to stay given this circumstance?

Brad: Yeah. And we’ve talked about this in prior episodes, really diving deeper into plan A and plan B so we won’t really park it too much, but essentially, it’s the same process that we would go through on an employment agreement, which is, in this case, it’s just a lot of extra added pressure cause you have these outside forces being pushed upon you. [00:19:00]

Michael: Exactly. And we, you know, next talked through this train is leaving with or without you kind of veiled threat and because I know that if Dr.  Rainmaker was the second biggest producer, and I did see the numbers that this had the potential to be a bluff move. And I also noticed that the attorney for Blue Horseshoe was especially urgent and accommodating to my questions. And Dr. Rainmaker started experiencing the same thing once they realized he had hired counsel and they were really following up with him a lot.

Brad: So Michael, how did it end?

Michael: Well, you would like to know, wouldn’t you, Brad?

Brad: That’s why I asked.

Michael: Let’s go to break and talk about some lessons to be learned from this story, and I promise I’ll tell you about the end of the negotiation.

Access+: Many business owners use legal counsel as a last resort rather than as a proactive tool that can further their success. Why? For most it’s the fear of unknown legal costs. ByrdAdatto’s [00:20:00] Access+ program makes it possible for you to get the ongoing legal assistance you need for one predictable monthly fee. That gives you unlimited phone and email access to the legal team so you can receive feedback on legal concerns as they arise. Access+, a smarter, simpler way to access legal services. Find out more. Visit ByrdAdatto.com today.

Brad: Welcome back to Legal 123s with ByrdAdatto. I’m your host Brad Adatto with my co-host Michael Byrd. Now Michael, we had a client that was living a life and suddenly he got swept up in the chaos of a train, leaving him or maybe leaving him in the M&A world and he didn’t really own anything. He was just the employee.

Michael: Yeah. And it’s, you know, you go back to this, not only was he an employee, he was about to be a partner.

Brad: Yeah.

Michael: And so, you know, just thinking about expectations we talk about all the time. I mean, this guy joined a practice. He built a successful practice. He was the second biggest [00:21:00] producer, and Dr. Rainmaker was 10 months away from becoming a partner, and then all of a sudden he finds out that the practice is selling. And as he’s trying to wrap his arms around that, you know, he realizes that he doesn’t have a seat at the table to participate in the sale, and he’s in the dark throughout the entire definitive document phase. The partners were not really sharing openly what was going on, and we get to the very end, which is four days before closing, and he gets an employment agreement and basically is like, you know, you’re either in or you’re out. We’re closing. We’re not holding up closing for you. And, you know, when I think about a PE deal and we talk about what tend to be the biggest obstacles, it seems like it’s one of two things. One is it could be compliance and we see that and have talked about that in other episodes. There are [00:22:00] some buyers who see that risk as the number one thing and well, a deal can go off kilter if that happens or they’re really focused on the team.

Brad: Yeah.

Michael: And if they’re focused on the team, they’re looking at the culture, they’re looking at employment agreements, continuity.

Brad: Yeah.

Michael: And you know this answer, we didn’t know what Blue Oyster, what their situation was because, you know, were they a compliance oriented or team oriented? It was a bluff move.

Brad: Blue Oyster?

Michael: Go back.

Brad: That’s from a different movie.

Michael: Oh, what did I say?

Brad: That’s from the police academy. Sorry if my 80 reference, it’s not Blue Steel either. You want one more hint? Blue horseshoe.

Michael: Blue horseshoe.

Brad: There you go.

Michael: Okay, so where do I wanna start?

Brad: Michael is 70 years old people.

Michael: Okay.

Brad: Well, and I think, you know, [00:23:00] to where you were going, which is, this is a hard conversation in the sense that you have these team members that are out there, and a lot of people will ask us, Michael, well, when should they have that conversation? And the easiest answer, we can always give them, it depends, but I can say not four days before you’re trying to close it, like in today’s story, but it’s a tough call cause like the buyer wants you to lock up these employees as early as possible cause if they’re important to the deal, they want to be part of it. Well if you’re the seller, you kind of wanna wait as long as possible cause if the deal doesn’t work out, you don’t want all your key employees getting nervous and jumping ship because if you don’t do the deal, which you and I are working on a deal that it didn’t work out, and now they’re moving on the next one, well, if everyone knew, he wouldn’t have any employees left so there’s no one left to help keep the door open or the place running. And, you know, these deals are really dependent on the information, well, first it’s dependent on your team as how they’ll handle it, but yeah you know, in your story, the deal [00:24:00] failed or may have failed because of timing. I think you have a story actually on that.

Michael: Yeah. Yeah. I mean, it was weird here with Dr. Rainmaker because he did know early on and then they waited till the last minute and we didn’t know whether they were bluffing cause they really cared about the team thing or they were, you know, more on the compliance side and would really move on without him, but to your point, Brad, we had a deal just a couple of months ago where we were not doing the deal itself, but we’d done compliance work. They called us to help look at the MSO model, as they’re getting ready to close, I started asking questions and I’m like, okay, well, you know, how’s the doctor, the physician owner?

Brad: You were asking them questions? I mean, come on man.

Michael: I’m sorry. I was like, how’s he feel about this? Because this is, you know, a big shift. And they had not told him yet. And this was also within weeks of closing, like two weeks before closing. [00:25:00] And the physician ended up bailing when they did tell him. And this was kind of the thread that led to this whole deal falling apart.

Brad: Yeah. And, again, so that’s the tough part cause you don’t want the deal to collapse, but, you know, especially if they’re not a true owner or if they’re outside employee, like a medical director in certain states, it just gets really complicated in those kind of circumstances. So, you know, right before we went to commercial, you really didn’t answer my question. What happened with Dr. Rainmaker?

Michael: Well, so first, they were bluffing, Brad.

Brad: Oh.

Michael: They really wanted him. And the bluff wasn’t to try to, they just wanted to get the deal closed.

Brad: Yeah.

Michael: They were running behind. And then the moment, he was, you know, getting counsel and asking questions, they were bending over backwards to get it done. And, so, we’re like, okay, well, you know, we may not have a seat at the [00:26:00] table, but you can give us a signing bonus. And, so he got a million dollar signing bonus.

Brad: It’s a good signing bonus.

Michael: From zero to a million.

Brad: Yeah.

Michael: He got a $300,000 increase in his comp.

Brad: Nice.

Michael: And they accelerated his path to partnership to six months.

Brad: Okay.

Michael: And so, you know, considering what was presented to him, obviously that’s a fantastic deal.

Brad: Yeah.

Michael: It’s still far short of what he would’ve received had he been an owner and so it was probably a reasonable outcome for someone that was that important to the deal. And, you know, it was probably a little bit atypical that he was able to negotiate this. We don’t usually have these confluence of circumstances where you have that much negotiating leverage. And actually the fast timeline to closing ended up working in Dr. Rainmaker’s favor because they really folded to make it happen and gave him way more than they may have.

Brad: Yeah, and I think, you [00:27:00] know, if you’re really taking some, at least some thoughts away from not only just this story, any practice, when an outside buyer’s coming in, they really want to see what’s repeatable. What team members do you have that they can bring forward, and how will they play under this new, you know, under the new umbrella that they’re being brought into? And so having a great team is important, but the ability to move them to a new organization’s also important. So a lot of times you have to look at those employment agreements. Are those employment agreements assignable? In this particular case, that obviously was not so the physician had a voice in it. If it was assignable he actually wouldn’t have any voice cause they could just assign it without his ability to object to it. And this is another piece, which is to get the deals closed, as you referenced all these ancillary agreements, they have to be done. You can’t close and after the fact, go back to ’em as a post-closing obligation. Ask the number one producer, or in this case, the number two producer, Hey, you gotta come with us now. They’re like, no, [00:28:00] y’all already closed. I’m not coming. And now you know that could even be worse cause it goes back to the whole production piece that they’re talking about. So this is something that happens prior to closing. And the part that’s the most delicate is when do you have those conversations? And you and I have been in those rooms where certain key members find out, like your office manager might know early on cause they’re helping you with the due diligence and then you start diving down to other high level individuals who are trustworthy. And then finally, it’s letting your staff know about it and all the great benefits about it. It’s a slow rollout, but clearly any major producer you have to roll through. And I have one quick funny story that you and I heard recently in Miami where there was a deal going on and they had a PA, a physician assistant who was throwing a tantrum and wanted a big raise and wanted this and wanted that, and the buyer said, no, we’re not interested. And so the PA put in their resignation with the group they were with. And two weeks before closing, the [00:29:00] PA realized that they weren’t gonna call her bluff came back and said, oh, I unresigned. They said, no thanks. We actually already found someone else. So you have to be real careful about how strong you believe, you know, that you’re not replaceable. So that’s the only sidebar conversation, but Michael, what are your final thoughts?

Michael: I mean, we started this show talking about employee engagement and it’s so important if you’re going to be a seller and facing this to recognize that this is going to be disruptive and really wanting to get in front of it and have a strategy on how you deal with it. And particularly for the key employees and producers of revenue, they require special attention. And having an understanding that it’s very easy for them to kind of fall by the wayside during the deal and being aware of that and keeping them up to date once you do start communicating with them and trying to stay in front of giving [00:30:00] them space for their employment agreement and recruiting them to be a part of the deal and to go forward, you know, just requires a lot of intentionality.

Brad: Well, audience members, sadly, that is all the time we have, but next Wednesday we’ll continue down this journey of the Hitchhiker’s Guide to M&A and we’re gonna really focus on the buyer’s side of an M&A deal when we have two special guests coming and joining us from Cosmetic Physician Partners.

Outro: Thanks again for joining us today, and remember, if you like this episode, please subscribe. Make sure to give us a five star rating and share with your friends. You can also sign up for the ByrdAdatto newsletter by going to our website at ByrdAdatto.com. ByrdAdatto is providing this podcast as a public service. This podcast is for educational purposes only. This podcast does not constitute legal advice, nor does it establish an attorney-client relationship. Reference to any specific product or entity does not constitute an endorsement or recommendation by ByrdAdatto. The views expressed by guests are their own and [00:31:00] their appearance on the program does not imply an endorsement of them or any entity they represent. Please consult with an attorney on your legal issues.

ByrdAdatto founding partner Michael Byrd

Michael S. Byrd

ByrdAdatto Founding Partner Bradford E. Adatto

Bradford E. Adatto

More Great Content