Sale and Expansion · Fixed Scope

Be the one who read it first.

A readiness review of structure, records, and diligence exposure, for owners selling, taking investment, or adding states. Coordinated with your counsel and deal advisors.

Already in a live transaction? Your first call is your deal counsel and your banker. I can work alongside them.

Book a free 30 minute scoping call
Structure
Ownership and MSO, read against your states
Records
What a buyer will ask for
Two projects
Sell side review and expansion
Cited
Every position to primary law

What gets found late.

The structure

Ownership that will not survive the question

Nobody asked who owns the professional entity until the buyer's counsel asked. In most states this is fine. In a few it is not, and the ones where it is not are the ones nobody checked.

The management company

An MSO built by someone who was not thinking about a sale

A poorly structured management arrangement creates regulatory exposure, and it can also create staff instability and clinical continuity risk.

The paper

A dataroom assembled at speed

Diligence requests arrive on a schedule that assumes you already have the documents. What you cannot produce quickly gets treated as what you do not have.

What a finding can become.

Any of these can follow a diligence finding.

  • Escrow and purchase price holdbacks
  • Expanded indemnification obligations
  • Larger indemnification baskets and caps
  • Aggressive reps and warranties
  • Extended diligence timelines
  • Operational conditions before closing
  • Delayed closing or renegotiated terms
  • Post-closing clawbacks

What you get.

01

A readiness review

Your entity, ownership, records, and compliance program read the way a buyer's counsel will read them, by someone who has already read the law in your states.

02

What can be fixed, and what cannot

Some exposure is remediable before a buyer sees it. Some is not, and the right move is to know it, price it, and disclose it on your terms.

03

Expansion, ranked

Which states you can enter, in what order, how long until you can bill, and which ones change your ownership.

04

Your counsel, better used

Your lawyer is best used on the questions that require a lawyer. Arriving with the research done and the question framed makes a legal engagement cheaper and sharper.

Two projects, and the library.

Two engagements sit under this one: sell side due diligence and expansion advisory. The research behind them is published free.

Sell sideSell side due diligenceYour compliance record read the way a buyer's counsel will read it, before the buyer does.
ExpansionExpansion advisoryWhich states you can enter, in what order, and how long until you can bill.
StructureStructural exposureHow a poorly structured practice destroys a sale.
The playbookDue diligenceThe playbook for what diligence asks of an ABA practice.
The buyerPrivate equity in ABAWho is actually across the table when an investor buys an ABA practice.
The frameworkThe transaction and expansion hubThe framework that runs through every sale, purchase, and expansion, with the covered states mapped by transaction friction.

All of it is in the full sale and expansion library. To see what is exposed before choosing either engagement, a compliance audit is the first step.

Brandon Zarsky, Partner, Frier Levitt

Compliance Is Driving ABA Exit Valuations with Brandon Zarsky - Partner Frier Levitt

Feb 24, 2026
Listen

Is someone circling, or are you adding a state?

The earlier this starts, the more of it can be fixed rather than disclosed. Thirty minutes. Tell me where you are and I will tell you what is worth doing.

Book a free 30 minute scoping call

Engagements are business and compliance advisory, delivered alongside your counsel, who provides legal advice. Nothing here is legal advice. No engagement creates an attorney-client relationship. ABAWiser is not a broker dealer or a business broker, does not represent parties in a transaction, and does not take part in negotiating deal terms.