Last year, when Cary dentist Dr. Dana McCall, wanted to add a North Raleigh office to his practice, he tapped Raleigh business attorney Dominic Totman to help negotiate and facilitate the purchase of an existing practice. “I have developed a niche practice working with dentists, so I had the industry experience to navigate the intricacies of Dr. McCall’s transaction,” said Totman.
DENTAL LAW ATTORNEY
“My dental law practice developed organically, growing and developing through strong reviews and referrals from clients and other professionals into a focused practice area,” said Totman. His dental law practice centers on helping dentists with all their business law needs, including entity formations, commercial real estate, management company structures, practice sales, contracts, succession planning and more.
“In many ways, I serve as a dental practice’s outside, inhouse counsel, taking a proactive approach, working with the dentist and his or her other professional advisors to plan for current and future legal needs,” explained Totman. He helps dentists with the unique business challenges of the field under the framework of healthcare rules and regulations. “From HIPAA compliance to tech and cybersecurity, to the proper handling of patient credits and work-in-progress, dentistry’s particularities require a dental-experienced approach to legal services,” said Totman.
Totman earned his undergraduate degree from NC State and his Juris Doctor from Campbell Law School. After law school, Totman worked as an associate attorney with a Triangle firm developing his skills as a business lawyer. He launched his own state-wide business law practice as Totman Law at the end of 2016.
BUYING AND SELLING A PRACTICE
Totman’s first introduction to a dentist is frequently when he assists with the purchase or sale of a practice. In Dr. McCall’s deal, in addition to the basic business terms of the purchase, Totman negotiated dental-tailored terms like the selling dentist’s transition assistance terms, noncompete and non-solicit terms and how to handle accounts receivable and goodwill.
“Goodwill is typically the most valued asset of a dental practice. That includes their reputation in the industry, the relationship with their patients, and the ability to retain and get new patients. When they are buying a practice, sure, they are buying equipment, files, and accounts receivable, but they are really buying the goodwill,” said Totman.
“When a dentist buys a practice, they want that goodwill to be properly transferred, and the seller staying on for some period is crucial to that end. The specifics vary on a deal-by-deal basis. The selling doctor might be there for a month, a year or longer, or simply on an as-needed basis for introductions, greeting patients and smoothing the transition,” said Totman.
He negotiates transition assistance terms to help protect the goodwill. “We also work out a non-competition agreement. It is a very important aspect of the sale because it comes down to protecting the goodwill. A non-compete protects the buyer’s investment. At the same time, it has to be reasonable as to the length of time and geographic area in the context the particular dental practice. It’s not a onesize fits all,” said Totman.
BEYOND THE SALE
“There are a lot of quirks to the dental practice that are outside the knowledge and experience of most business lawyers. Commercial leases, for example, need attention to dental-specific details, like addressing protected health information. This means limiting where and when the landlord or an agent can enter the premises,” he said.
“Since the dental industry environment, unlike that of the medical field at large, is conducive for solo practices to exist and thrive, accounting for the death or disability of the doctor is a very important section in the lease. We try to address that at the beginning of the lease negotiation.”
“After the sale or purchase of a dental practice, I can provide additional support for the practice with issues such as taking on a new partner or associate, a dental-specific employment contract or an employee manual and trademarks for brand protection,” he said.
A DREAM OF MUSIC
Totman said one of the reasons he started his own practice was to have the flexibility to spend time with his family. His wife, Jillian, is also an attorney. They met when they were attending Campbell Law school.
Their 2-year-old son, Ethan, is Totman’s guitar groupie. “He loves it. He was fascinated by the sound of the guitar from birth. If he sees it he’ll run over, point to it and demand I play,” said Totman.
“I started playing guitar in high school with an acoustic. Bought an electric in college and have been playing both since then. I briefly played with a band, playing rhythm guitar and lead singer. And I’ve done some open-mic nights but generally just enjoy playing for myself,” said Totman.
“Zeppelin is the GOAT for me so I most enjoy playing Jimmy Page. I love Hendrix, the Stones and other guitar greats. In another life, I’d go into music. So, music is a bit of an escape, a bit of a dream and a lot of fun,” he said.
THE ENTREPRENEURIAL SPIRIT
Totman said that another reason Totman started his firm was the draw of entrepreneurship. “The desire to build and shape my own business was a big motivation to start Totman Law,” he said.
He also likes helping other entrepreneurs, including startups and future business owners. Totman volunteers at the NCSU Entrepreneurship Initiative, providing free consults to NCSU students at the EI Garage.
Totman assists dentists in realizing their entrepreneurial goals. “One thing I try to do is drive legal planning. I tell my clients, let’s make sure we are periodically talking and looking out into the future. What are your goals for the practice and how do you achieve them? If your goal is four practice locations we’ll talk about how best to structure your business in order to facilitate that,” said Totman. “I see myself as being a proactive part of the equation for dentists.”