The buyer brings counsel, a diligence list, and a banker. Who is on your side of the table?
Every seat on the buy side is filled by someone whose job is to find what is wrong with your business. On the sell side there is usually you, a bookkeeper, and a lawyer who was hired to paper the deal, not to have read your Illinois ownership structure eighteen months ago.
What gets found late.
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.
An MSO built by someone who was not thinking about a sale
A poorly structured management arrangement does not just create regulatory exposure. It creates staff instability and clinical continuity risk, which is a repricing event, not a footnote.
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.
Compliance problems rarely kill an ABA deal. They reprice it.
What repricing looks like.
If you are lucky enough to survive diligence, this is the other side of the trade.
- Escrow / Purchase Price Holdbacks
- Expanded Indemnification Obligations
- Larger Indemnification Baskets & Caps
- Aggressive Reps & Warranties
- Extended Diligence Timelines
- Operational Conditions Before Closing
- Delayed Closing or Renegotiated Terms
- Post-Closing Clawbacks
None of these are the deal falling through. Every one of them is you receiving less.
What we do.
We find it first
The same review the buyer's counsel will run, run against you, by someone who has already read the law in your states. Entity structure, ownership, licensure, credentialing, facility, HIPAA, Medicaid and payer obligations.
We tell you what can be fixed and what cannot
Some exposure is remediable before a buyer ever sees it. Some is not, and the right move is to know it, price it, and disclose it on your terms rather than have it discovered on theirs.
We build the dataroom
The compliance side of it. Assembled before the request list arrives, so that what you produce looks like a business that was always ready, because it was.
We quarterback your counsel
Your lawyer is expensive and is best used on the questions that require a lawyer. Most of diligence is not that. Arriving at counsel with the research done and the question framed is how a legal engagement gets cheaper and sharper at the same time.
What this is not.
We are not your lawyer and we are not your banker. We do not find buyers, we do not negotiate price, and we do not touch the terms of the deal. Those are other people's jobs and they are good at them.
What we do is the one seat nobody fills. The compliance record of your business, understood before a stranger with an incentive understands it better than you do.
The buyer will read your structure carefully. You should be the one who read it first.
Is someone circling?
The earlier this starts the more of it can be fixed rather than disclosed. Tell us where you are in the process and we will tell you what is worth doing and what is already too late to change.
Book a free 30 minute scoping callABAWiser provides research, analysis, and compliance advisory services. We are not a law firm, we are not a broker dealer, and we are not a business broker. We do not provide legal advice, we do not represent parties in a transaction, and we do not participate in the negotiation of deal terms. No engagement creates an attorney client relationship. Where a question requires a legal determination, working alongside your counsel is part of the work.