In this episode, we share the story of a senior physician looking to sell his practice using a common exit strategy, “The Sensei Plan.” With this plan in mind, the physician hired a younger physician and dedicated three years to mentoring and training. Years later, what was supposed to be a seamless transition became a series of complex negotiations. Tune in as we explore the role your exit strategy should play in all phases of an M&A sale. We discuss the critical terms to address before entering into this arrangement.
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 firstname.lastname@example.org.
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. This season’s theme is The Hitchhiker’s Guide to M&A. Now, Brad, we’ve been guest heavy this season. We’ve been bringing in different professionals to offer their experiences and perspectives on M&A, but today we’re solo, Brad. It’s just the two of us.
Brad: Oh man. Riley, you wanna join us? Oh, well, I’m all right. I’m all right. We’ll keep going for it. And Michael threw out this fancy legal term, M&A. For those who don’t [00:01:00] know, that means mergers and acquisitions, and again, another fancy legal jargon, you know, when we say M&A or mergers and acquisitions, that means just simply the buying and selling of a business or the assets of the business.
Michael: Well done, Brad. Now, Brad, we’ve been spending a lot of time this year on leadership development. We’ve been working actually with one of our guests from this season, Robin Pew.
Brad: Yeah. Opening episode.
Michael: So I’m wondering, I have a question for you.
Michael: When do you expect that this is gonna start working for you?
Brad: Whoa. Nice zinger there early in the show, Michael.
Michael: I apologize, Brad, I meant to say, no offense before I ask that question.
Brad: Oh, okay. Well it’s all better now. Now they know you did not mean to offend me. I guess I’m not allowed to be offended, right?
Michael: Yeah. It’s a safe zone. Alright, well, all seriousness, when we were doing the show prep, I started connecting today’s story to this training we’ve been doing on leadership and one of the principles [00:02:00] that we’re learning about is built around, you know, kind of this training mantra, so to speak, that leaders are to inspire, teach, train, and coach those that they’re leading.
Brad: Yeah. Yeah. And there’s a lot of defined terms I think you just kinda threw out there, but let’s just kind of start with the very first one, inspired and for some people, you’ll open up the dictionary and when you look at the word inspire, you’ll see just a picture of me.
Michael: In your most humble, non-biased opinion, right?
Brad: Yeah. Yeah. Correct. Yeah. The second definition, which you’ll probably see after you see the picture of me, is inspired generally means to stimulate others or to take an action or motivate others to follow. An example that resonated with me was a football analogy. After you play a football game, the next day you’ll watch game tape and while watching that game tape, you’ll see a play that either you did or one of your buddies did, and you were like, wow, how did they do that? How did you break [00:03:00] on the ball like that? I wanna figure out how to do that and play that well so that’s the inspiration that you get from watching others.
Michael: Yeah. And kind of as it was told to us in shorthand, what teach, train, and coach means is, and this has really resonated with me, it’s teaching is you tell them whatever it is you want to tell ‘em. Training is that you show them how to do it and the coaching is then supporting them as they do it on their own.
Brad: Yeah. And as necessary, you just keep repeating those actions in order.
Michael: And this made me start thinking about our families, Brad. I started thinking about the things that my parents taught me as a kid that I’ve adopted as my own and are part of what I do and also have taught my kids.
Brad: I’m trying to figure out where we’re going with this cause I know your dad and your uncle and your boys, and all of y’all have the sense of humor of a 13 year old boy. So where are you going with that one?
Michael: Well, a, that’s true, and b, probably the reason you get along so well with my family. [00:04:00]
Brad: Yeah. Fact check, correct.
Michael: The important thing for me, besides that, that came to mind for my dad is that my dad always instilled a strong sense of work ethic to me and to my siblings. This was not only taught to us and expectations, and it was more old school back then, grade oriented, results oriented, but he instilled that you gotta work hard to get whatever you’re trying to achieve and he showed that to us because he was a young plastic surgeon during my childhood and he was building his practice and we were seeing how hard he worked to achieve what he was trying to achieve professionally. And there are times, all of us in the Byrd family can be a little bit too type A in terms of our work, but the powerful lesson that I’ve learned that we really try to instill in our kids is [00:05:00] that we can control how hard we work. We can do our best and then just let go and whatever happens, happens.
Brad: Yeah. And I know your dad and that actually reflects pretty well of him cause he does have a sense of humor, but I’ve seen it and a great work ethic on top of that. Tell me about your mom.
Michael: Well, my mom instilled kindness in all of us.
Brad: Did she skip you first?
Michael: Hey, I’m gonna be nice to you, Brad, because it’ll disprove my point. My mom was nice to everyone she interacted with, and she still is.
Brad: Yes, yes. She’s lovely.
Michael: And she expected kindness out of all of us as kids. And I could just see the impact, just watching her that, that had and how she really didn’t have enemies. And even the people that she probably secretly didn’t care for, she had a decent relationship cause she chose to be kind. And now as a parent, I realize how hard this is to teach your kids, especially when they’re in their teenage years or as my daughter who’s coming out [00:06:00] of her teenage years or just started her teenage years, says the dark ages. How about you, Brad? Do you have an example of something your parents instilled in you that you’ve kind of adopted and now trying to instill in your kids?
Brad: Yeah, we could probably spend an entire episode on the things that have been instilled in our parents cause I love your parents too. They’re great people. I have thought of two things that really jumped out at me that I try to work with my kids on. One is, do it right the first time. My dad must have said that to me a thousand times, taking the garbage out, putting it all back together as it was beforehand. Whatever it was, no matter what you did, do it right the first time and then you don’t have to repeat. Almost like the 5, 50 rule. And then be on time and be present when you’re there. And so those are things that I talk to our kids about is why it’s so important to be that way. And it’s funny because my mom instilled in me in the sense of, well, my mom’s a ferocious reader, which I got a lot of that from her too but she does not believe [00:07:00] in being on time. And so it’s been an interesting life because we’ve learned how if we show up at 12:30 for an event, the event actually starts at 1, but my dad does not tell anyone because we will actually get there at 12:59 because my mom always runs late. I’ve tried to instill my kids do it right the first time and be on time. Those are some of the first starter kits you can get somebody to get going.
Michael: I wondered why your mom and I get along so well. Our sense of timeliness.
Brad: And why I like you. I have something familiar about you. All right. Michael, that was fun but before we get into today’s story, I know we have someone across from me who likes context and we talked about the seasons of businesses and the five phases of an M&A deal so let’s kind of give a quick recap for those listening for the very first time.
Michael: Yeah. And I like that we keep starting with the context probably cause I love context, but also because we can’t, I don’t [00:08:00] think, overstate when you’re talking about selling a business, how much impact the other seasons of your business have on that phase.
Michael: And so we talk about, every business is in one of four seasons. They’re in the building season. They may be trying to create or fix their structure or infrastructure. They’re in the operating season or the scaling season. They’re growing or they’re buying and selling season which is where we’re camping out this season with The Hitchhikers Guide to M&A.
Michael: And then we talk about this timeline in an M&A deal that is the five phases. And we talk, we have the letter of intent, then the due diligence, the definitive agreements. Then we have a closing and then there’s stuff that happens after closing we call the post closing obligations, and we’ve touched on all of these different phases throughout this season. For today’s show, we’re gonna spotlight [00:09:00] a specific exit strategy on selling a business, and so we will end up kind of touching on all the phases.
Brad: Fun. Awesome. Well, let’s jump into the story.
Michael: Today, Brad, our story focuses on a solo practice physician who hired us to help with his exit plan.
Michael: The strategy adopted was what we hear internally at ByrdAdatto called the sensei plan.
Brad: All right. Well, I feel like we have a lot of vocabulary words being thrown out today, but audience members, the sensei plan is really a term, as Michael says, it’s a strategy that we use when a business, or in this case, the practice owner wants to hire a younger physician and then train that physician from both, how to do it from a business perspective and a clinical perspective, And then eventually have the ability to sell that practice to the physician. So that’s the term of art we kind of use here at ByrdAdatto. And the concept here is that the owner’s gonna train this young physician on how to be a great doctor and the future leader of the practice, hence the [00:10:00] sensei plan.
Michael: Okay. Well, from a five phases perspective, this sensei plan is a long play.
Michael: You have to find the doctor. You have to then employ the doctor. You have to then train the doctor, and this is typically a minimum of two years from the date they are hired, and sometimes longer before you even get to this M&A deal. And there’s even more to it than that. So, as we get into today’s story about our client, the senior doctor in today’s story is Dr. Clooney.
Brad: Okay, I’m gonna have to call you out on this one. I feel like you get kinda lazy. First off, I’m assuming you’re referencing the TV show, E.R., and I don’t think his name was Dr. Clooney in that show.
Michael: No. Brad, you’re gonna be really happy cause I know you know the reason and the story behind this reason. You and I both a couple of years ago, I think this was on Smartless.
Brad: So wait, is this, okay, go, I’m sorry. [00:11:00]
Michael: Yeah. We heard a story that George Clooney told about a practical joke he pulled on his roommate many, many years ago.
Brad: That’s so genius.
Michael: It was a long play, painting practical jokes. So I didn’t go look it up before the show. I’m going off memory. If you start to remember, you can plug in any details, but essentially what I remember about the story was that George Clooney had a roommate. George was at some garage sale type situation and saw the ugliest painting he’d ever seen. He bought it and stored it in his closet and then his roommate noticed that he decided to take up an interest in painting and he said that he was taking all these lessons and that he was so excited about learning this craft. He went out, I think, if I recall right, went out and bought all these fancy art supplies and had ’em at their apartment. And whenever his roommate would come home, he would scramble and be set up like he was [00:12:00] long at work at painting, but not let his roommate see what he was up to. This went on for, I think over a year, if I remember the story right.
Michael: And so the practical joke was that at one point it was his roommate’s birthday and he made this big deal of wrapping up this ugly painting in a bow and making a big surprise. He built the whole thing up and gave this ugly painting to his roommate who was mortified that it was so ugly, yet knew from watching over a year of all this passion or apparent passion from him. And so that ugly painting got hung up in the middle of their living room.
Brad: Yes. That is a super awesome long play joke. And by the way, Michael, I don’t know if you know, but I’m recently taking up painting.
Michael: Oh, okay. Well, I’ll be on the lookout when it’s my birthday for something amazing.
Brad: Back to [00:13:00] the story.
Michael: Yeah. And so that’s a good name, right?
Michael: Approved. Dr. Clooney had found a young physician that he wanted to hire out of fellowship training. So a little about Dr. Clooney, he was a reputable surgeon with a thriving practice. His practice had a great culture. Dr. Clooney was known for being kind and reasonable. Maybe he knew my mom, I don’t know.
Michael: His obstacles were that he was self-taught on running a business. And that had worked great for him for 25 years when it was just him as the only owner and the only decision maker in the business, but implementing the sensei plan was asking him to start using a skillset that he did not have.
Brad: Okay. I hope this obstacle’s not a foreshadowing of a story gone bad. I’m assuming, but did you talk to him about the sensei plan at the time?
Michael: Well, Brad, I actually picked this story today because it does have a happy ending.
Brad: Okay, good, good.
Michael: It was definitely not smooth [00:14:00] sailing.
Michael: But we did talk about the sensei plan when we were going through his options and he really liked that strategy.
Brad: Awesome. Well, tell the audience what happens first when implementing the sensei plan.
Michael: Well, the first step is to find a doctor, which is always a trick.
Brad: Yes, it is.
Michael: And the clients inevitably ask if I have a Rolodex of doctors to hire.
Brad: Yes. You don’t.
Michael: Fact check. True. I do not. But he did find a young physician and the step was to hire him and employ him as an employee. And we’ll call him Dr. Kool-Aid.
Brad: Okay, well now I’m afraid to ask why Dr. Kool-Aid, but is this young physician gonna come crashing through a wall like the old Kool-Aid commercial?
Michael: Well, Brad, I have to say that it is the least shocking news that you’re referencing a commercial from the 80s that probably everybody doesn’t know.
Brad: Riley, any idea? She’s shaking your head yes. I think positively it looked like yes to me. [00:15:00]
Michael: Sure. Sure Brad. We’ll move on. So, we discovered from the beginning during this recruitment and employment process that this physician that we’re calling Dr. Kool-Aid, he believed that Dr. Clooney was the best person for him to join. He believed that this practice was an amazing practice and ultimately he really was committed early on to being there with Dr. Clooney and for this being his future practice. And he believed that Dr. Clooney was a good person and that they could work through any hard conversations. In other words, Brad, he drank the Kool-Aid.
Brad: Well,okay. The name makes sense and it can be a benefit. How’d the employment phase go?
Michael: This actually was pretty smooth. The employment agreement was going to be there for three years. Everyone was clear that the buy-in would be around that time, and that the first three years would be all about getting Dr. Kool-Aid busy [00:16:00] and to learn the ways of Dr. Clooney thus the sensei plan. This entire period went great and was actually the foundation that allowed the next phase to be successful.
Brad: Yeah, that’s probably the time and it depends. Audience members, sometimes that happens within the first year and a half. Sometimes it happens in year two, but at some point during this employment phase, they’re gonna start working out the details of what does ownership look like, and then maybe in the second half we can kind of dive deeper into when to have those conversations, but it’s not uncommon as you’re closing out whatever the initial term of that agreement, you said, was three years to start having these conversations. So did Dr. Clooney and Dr. Kool-Aid discuss any details of ownership back when they actually even signed the employment agreement?
Michael: Yeah, it is a great question and Riley, please delete that statement, recognizing Brad’s great question. They did not. Yet, it’s a fair question to ask cause [00:17:00] when we’re representing the young physicians, we ask, are they having these conversations?
Michael: And what are the expectations? And so they didn’t. The risk when you do not deal with it at all is that you have no idea how things will go later. And the risk is it could be a wasted two, or in this case three years if things fall apart. So the only thing they discussed back when they did the employment agreement was the timeline, the three-year timeline.
Brad: Okay. This is making me nervous. Riley, hold the button, we might have have some scary music coming up, but what happened when they started the buy-in phase?
Michael: Well, the good news is they were committed, both of them, to making it work.
Brad: That is good news.
Michael: The hard part, as we just noticed, they hadn’t discussed anything. And, Dr. Clooney had his own preconceived notions because he’d run his own business, but this wasn’t his skillset, but he wanted to make the arrangement work with Dr. Kool-Aid, and [00:18:00] he wanted them to be side by side as they figured out what this would look out. So that was a little bit atypical.
Brad: Yeah, well, our longtime clients, probably our audience members will know that we’re probably gonna say a word right here, which is something we love, which is the whiteboard meeting. This is a situation where, you know, we can outline what do you currently look like, what is your structure like, where do you wanna go? And let’s start drawing out this future plan so we can see it. And for us, we actually visually draw these things out and pull information out of individuals to really get this conversation being spurred on which helps us later on get more details that we need to actually further dive into doing these whiteboard sessions. So I’m gonna ask, I’m assuming the answer, hopefully is yes. Did you have a whiteboard meeting?
Michael: You can say that, Brad. We had six whiteboard meetings over the course of a [00:19:00] year.
Brad: Ooh, okay. Wait, I know, you’re making fun of my whole leadership training thing, but that sounds like more than a whiteboard.
Michael: Yes, Brad. Yes, you’re correct. So as I mentioned, Dr. Clooney wanted them to kind of figure out the deal together. And so we would show up, the two of them would come on a whiteboard with me and we would try to figure out whatever the discussion point would be, and they may get stuck on something and we would end up reconvening every four to six weeks. Now, this wasn’t the original plan we were trying to do it just kind of our normal process, but they were, A, doing it together without any pre-thought. B, as I said, Dr. Clooney had some of his own kind of preconceived notions, so they were figuring it out together each step of the way. And, Dr. Clooney’s preconceived notions kind of complicated it.[00:20:00] They would veer off course a little bit and then we’d have to kind of pull it back together. And so we had multiple reset conversations between the whiteboards.
Brad: Yeah, and audience members, having these hard conversations after the young physician has been integrated into the fabric of the practice, these types of can actually make it more difficult because they feel like they’re kind of already part of the practice. And it sounds like because you had so many whiteboards as you had to keep resetting these expectations to find where is the alignment of the parties.
Michael: Yeah, for sure. And in many other circumstances probably would’ve been a high risk of falling apart, but let’s find out what happens. Let’s go to break and then come back and talk about some of the lessons that we can learn from Dr. Clooney’s story and find out what happened.
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Brad: Welcome back to Legal 123s at ByrdAdatto. I’m your host, Brad Adatto with my co-host of Michael Byrd. Now Michael, there are various different strategies that a physician can employ as part of their exit strategy.
Michael: Yeah, so the exit plan that our story today focused on was the sensei plan. And so our client was a senior physician, Dr. Clooney, and he was looking at how is he gonna sell his practice? And so he decided to implement the sensei plan, which means he was gonna recruit [00:22:00] a young physician. That young physician was gonna come be an employee and be trained in all the ways, like a good grasshopper. And then ultimately buy the practice. And so, today’s story has worked out pretty well in how that plan executed. Dr. Clooney found a doctor, they have a really good relationship with each other, had a really smooth employment phase and so there was a lot of mutual respect through the training. And working together in collaboration that happened during that season, which really set them up for a more challenging next step, which was trying to figure out what ownership was gonna look like. And kind of where we left off was me sharing the one year journey of six whiteboards to even figure out what their purchase arrangement would look like. And by the way, that’s way longer time period than normal. [00:23:00] Usually it’s maybe a 90 day time period to go from I’m done being an employee, I’m ready to be a partner.
Brad: Yeah and I think we’re talking about the sensei plan, audience members, but we have a couple different other exit plans that we talked to our clients about so I’ll just give you some context of what else is out there, cause you’re like, I don’t know if I wanna do the sensi plan. Well, what other plans are there? So we have ones we call the fixer upper plan. Now this is a plan in which, for whatever reason, if you’re trying to bring in someone or get your house in order, there may be some compliance things that we have to clean up, or it may be a structural aspect because of the way you’re structured. So that’s the fixer upper plan. Then we have the old school plan, which is what most physicians do, which is kind of they kinda run the clock out a little bit, but they don’t really think much about what they’re gonna do with their organization and maybe they might try to sell it near the end. And those don’t tend to typically have very good sale prices cause you’re [00:24:00] ready to leave and then you’re selling at the last minute so those prices can be on the lower end. And then you have the mic drop plan. The mic drop plan is you’ve done such a good job that you’ve situated yourself that you don’t have to find someone else to buy your practice cause financially you’re secure and you just wanna drop the mic and walk out the door. And when that happens, there’s certain filings and other things you have to take care of from a state perspective and making sure your patients are taken care of. And then a phase that seems to be something we didn’t really talk that much about until the last couple years, which is the Gordon Gekko plan, which is the plan in which you wanna turn around and sell yourself to private equity. So those are kind of the, besides the sensei plan, other plans that we see often in this and let’s tie this back together to what we were talking about with the sensei plan. Michael, you had talked about the five phases of the M&A deal in which we talked about LOIs and due diligence, defendant agreements, and closing and post-closing, but it seems to all kind of come together here with the sensei plan.
Michael: Yeah, it’s weird [00:25:00] because the sensei plan is the long play and so the five phases work a little bit differently.
Michael: And so, I’m gonna skip the LOI for a minute, because what we do know happens significantly during this employment period is the due diligence phase. They’re getting to know each other. And so yes, there’s probably some financial information and traditional stuff that you would want to see and need to see if you’re buying a practice, but a lot of the confirming that you know this business is a place you want to be. You get to actually experience as an employee of that practice for that three year period and you get to see it happening.
Brad: Yeah, and that’s a great point cause a lot of people, when we talk about M&A deals, they think of due diligence, of turning over documents. This is a situation where relationship-wise, do you get along? Because they may be in the sensei plan, they may be your partner for three to five to six more [00:26:00] years after the fact, and if the person is, which we’ve seen before, unfortunately, is a phenomenal surgeon, but a terrible leader, are you gonna really wanna partner with this person? Do you really want them to be eventually managing your staff? And so that due diligence phase is that relationship phase besides understand the documentation that we see in an M&A deal.
Michael: A hundred percent. I mean, you get to actually work with the employees that you’ll be inheriting if you buy this practice and know how you feel about that, but what’s interesting is, I put a pin in the LOI phase for a moment, is in the sensei plan that sometimes happens actually in the employment agreement. There are times where they say, okay, here’s the bullet points at a high level of what ownership’s gonna look like whenever, two to three years down the line. And so you have that LOI phase happening at the beginning, and then sometimes it happens, where it is here, they didn’t have an LOI at all. They did their due diligence and then [00:27:00] did six whiteboards basically to figure out their LOI.
Brad: And I think that’s a really good point is a lot of times when if you know need to go towards a sensei plan and bring that young physician in, sometimes having those harder conversations upfront as to what does that ownership look like? How much are you willing to sell? How are you gonna get the purchase price? And these are hard because sometimes you don’t know the answer, but it’s important to have those discussions upfront.
Michael: And the closing is really interesting in the sensei plan because it tends to be staged in a sense. So typically the young doctor is buying a portion of the practice at this point.
Brad: That’s right.
Michael: And so it may be up to 50% at this first closing, and they probably have an agreement that contemplates the young doctor buying the rest when the senior physician’s ready to retire. And then, the post-closing is a little bit different because of this partnership element. They’re gonna be working together now as co-owners, which is different. They [00:28:00] now both have seats at the table and are sharing profits, sharing decisions, etc. And so there’s an impact to be considered.
Brad: Yeah. And in our past conversations we talk about alignment of ownership, but this is really where we bring in the four Cs into other conversations. And so, it has to come into the sensei plan, Michael.
Michael: Yeah, absolutely. And we don’t have time to dive into, we’ve touched it in many prior episodes, but the four Cs are cost, compensation, control, and contingencies. And these areas, that we’ve deemed by experience, are things that make or break a partnership. And so you absolutely gotta incorporate that into the conversation when you’re executing on the sensei plan.
Brad: Perfect. Well, Michael, what happened with Dr. Clooney and Dr. Kool-Aid?
Michael: Brad, they finally closed and have been partners for a while now. [00:29:00] This is a happy story that made it onto one of our podcast episodes. It’s amazing.
Michael: And everyone’s thrilled with the outcome and they’re even happy with their lawyers.
Brad: Yeah. Well, and I’ll just say this and this is the part where we have this conversation all the time, especially with the sensei plan. It’s a hard decision when to start figuring out how much information you’re gonna give out as far as financials or what your practice is worth, but it’s important no matter where you are in the sensei plan to start thinking about those and making sure that you’re well aware of what you wanna do and more importantly, where you’re willing to sell and how much control you’re willing to give up, but, Michael, what are some of your final thoughts?
Michael: Yeah, this actually was a lesson that was taught to me because of the way this story played out with the six whiteboards and I have so many other stories that failed whenever there was this non-alignment at that stage. It really taught me that if you’re gonna do the long play and go with the sensei plan, the relationship is king. [00:30:00] And if you have two people that are committed to each other, you can work out the details and it’s more likely to work out if that commitment and trust remains. And so I think that they could take a little dose, if you want to do the sensei plan, from my mom, which is if you can be kind to each other through the process, you may be able to get it figured out.
Brad: Awesome. Well, great story, Michael, and well, audience members, believe it or not, that’s all the time we have today. Next Wednesday, we will continue our journey on The Hitchhikers Guide to M&A. We will turn our spotlight on the aesthetic industry and we’ll have our special guest in studio, Alex Thiersch.
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 [00:31:00] 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 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.