Letter of Intent Wizard: announced!
David Mayzel (my law partner) and I will be releasing a slew of online automated legal forms for dentists in a few months’ time. That’s why I thought it would make sense to spend some time talking about one of various software we’ll be releasing: the Letter of Intent Wizard
The Letter of Intent Wizard is an online automated system that allows dentists who are looking to buy / sell a practice to put together a custom-tailored .pdf “Letter of Intent”. For those who may not be in the business of buying / selling a dental practice, a letter of intent is a document that sets out the key terms upon which a dentist will sell, and another dentist will purchase, a dental practice. Once the key terms have been agreed upon, the parties can then get their team of professionals (e.g. lawyers, accountants, bankers, realtors, etc.) to help them facilitate the transaction by having separate and definitive written agreements, doing the diligence, getting appraisals done / reviewed, etc.
So what will the Letter of Intent Wizard be like?
Well, basically, it’s a comprehensive online questionnaire that forces the users to think about all the key terms and different scenarios that they would like to address when purchasing a dental practice. Normally, dentists have a difficult time turning their minds to what types of things they should be looking for / asking for. So we, as lawyers, who normally deal with such matters on a routine basis, thought it would be good to help guide dentists in making their own letters of intent – particularly if they hadn’t retained lawyers at that point to start drafting and negotiating a letter of intent for them.
So the questionnaire will gather information such as:
- Name and contact information of the parties
- Information about the dental practice
- Information about the structure of the deal (e.g. assets vs. shares sales)
- What assets are being included and excluded
- When is the closing
- How are accounts receivable being dealt with
- How are the employees being dealt with
- Whether the vendor will be staying on as an associate
- Conditions that must be satisfied or waived in order for the parties to complete the transaction
- Additional Clauses
- AND MUCH MORE!
Now, I’ve seen my fair share of “letters of intent” out there in the marketplace. And they’re not very good. The problem is that they haven’t been put together in a comprehensive fashion by those who are familiar with all the issues and legalities. For example, we’ve seen dentists put together a letter of intent on a napkin which basically says “[x] agrees to buy the dental practice from [x] for $z”. This is the most basic letter of intent we’ve ever seen. And it only addresses the parties and the price. but it may be all wrong. Is it an asset or share sale? What specifically is being purchased? When is the closing?
So I’m going to tell you this very simple fact: our Letter of Intent Wizard will create THE most comprehensive and well-drafted Letter of Intent on the marketplace. It will allow you to put together very unique deals. This is not a one-letter-of-intent fits all. This is about mass customization. And the Letter of Intent Wizard will accommodate your specific requirements. We also plan to add more and more options and flexibility as time goes on. We are committed to making the software the best thing out there.
I’ll keep you posted..
