Negotiating the Sale of a Dental Practice
Jordan Uditsky • November 17, 2017
You’ve spent a lifetime
building your practice and the time has come to put it on the market. You engage a qualified transition specialist
who has located a buyer, and are ready to begin negotiating the deal. Most likely, the buyer or the buyer’s
representative will submit to you a document setting forth the business terms
of the proposed transaction. Called a
“term sheet”, “letter of intent”, or “memorandum of understanding”, this
document is generally a non-binding outline of the business terms of your sale. For purposes of our discussion, we’ll refer
to this document as an “LOI”, the intent of which is to determine if the
purchaser and seller can agree on the business terms of the deal before
plunging head first into the transaction, which leads to the engagement of
lawyers, accountants, bankers, and other advisors, all of which can be costly
to both the purchaser and the seller.
That being said, and although LOIs are generally non-binding, we always
recommend that our clients have the LOI reviewed by counsel prior to execution
as it does establish parameters for the deal that can be difficult to
renegotiate at a later date.
So how is an LOI structured, what does it look like, and what terms should it address? An LOI can take many forms, but essentially it’s just a letter from the buyer to you, the seller, outlining the essential terms of the deal. What follows is a summary of the sections you should be sure are addressed in your LOI:
Purchase Price and Terms of Payment : For most sellers the most important term in any LOI is going to be the purchase price…how much is the purchaser going to pay you for the practice and how will that purchase price be paid? Will there be a deposit and if so, who will hold it and when does it become non-refundable? Is the full purchase price paid at Closing or will a portion be held back pending some sort of performance review post-Closing? Is the purchase price fixed or will it be adjusted based on pre-Closing metrics? Is the purchase price payable in all cash or is there some sort of seller financing? All the foregoing questions should be answered in this section of the LOI.
Assets to be Acquired : While a detailed list of assets will be included with the definitive purchase agreement for the practice, the LOI should include general categories of practice assets the buyer intends to purchase, including tangible assets like dental equipment, office furnishings, supplies, business equipment and leasehold improvements, as well as other intangible assets such as patient lists, phone numbers, websites and goodwill. Cash is almost always excluded, but should certainly not be overlooked. Any other excluded assets, including personal effects, should be indicated here though will be detailed in the definitive purchase agreement. This section will also include a plan for handling the accounts receivable of the practice. Will the buyer be purchasing them, and if so at what percentage? Will the seller retain them but with assistance in collection from the buyer (usually for a nominal administrative fee)? If a patient owes money to both the seller and the buyer, who gets paid first? Addressing accounts receivable is never as simple as stating that the seller retains all accounts receivable or the buyer will purchase the accounts receivable. Complicated issues about ownership, collection, and administration should be addressed before the parties proceed.
Allocation of Purchase Price : While this may not be definitively known at the LOI stage, you as the seller should be aware and should discuss with your accountant what the tax allocation of the purchase price should be. While even more important for dental practitioners still utilizing a corporate tax as opposed to a pass-through structure, the allocation of the purchase price between tangible assets such as equipment and intangible assets such as goodwill can have significant financial consequences if not planned efficiently.
Post-Sale Transition : Most buyers will be looking for you to continue on in the practice for a period of time to ensure the smooth transition of the patients to a new dentist. While specifics will be detailed in both the definitive purchase agreement and possibly a post-sale employment agreement, it would be wise to set forth in the LOI the agreed upon term of any such engagement, such as how long the buyer expects you to maintain your current schedule and when you can start throttling back your hours, as well as the compensation for your services. If you have associates and key staff, there may also be language addressing the seller’s obligation, if any, to ensure the associates and staff stay with the practice as they may be integral to the profitability and successful transition.
Restrictive Covenant : Almost every practice transition I’ve assisted with has included a restrictive covenant imposed on the seller prohibiting the seller from competing with the practice after the sale. A fairly straightforward and industry standard provision, most restrictive covenants address both the period of time the restrictions will be in place as well as a radius in which the selling dentist is prevented from practicing. Restrictive Covenants may also include non-solicitation provisions preventing the buyer from soliciting patients and staff from the practice after the sale.
Earn-outs : While perhaps a bit less common than a simple all-cash purchase, some transitions will be structured in such a way where the selling dentist is paid a portion of the purchase price up-front with post-closing payments based on performance of the practice. These payments may be made over a period of years following the closing, aligning the future success of the practice with the selling dentist’s performance. While an entire article could be dedicated to the merit and risk of deals structured with earn-out components, needless to say that they should be described in detail in the LOI to ensure the parties are on the same page before they move forward. Earn-outs can provide a seller with an opportunity to receive a higher overall purchase price for their practice, but they can also result in conflict with the buyer and should be fully vetted by the seller’s advisors before they are agreed to.
Exclusive Dealing : While LOIs are non-binding, certain provisions can by agreement be made to be binding in the LOI. Exclusive dealing is one of those provisions that a buyer may request to be binding on the parties and will effectively require the seller to remove the practice from the market while the parties are negotiating the deal. Practice transitions can be expensive. Even at the LOI stage the parties may engage consultants, accounting firms, attorneys, and other advisors to assist in the evaluation of the transaction. Buyers don’t want sellers continuing to market the practice only to find another deal while the buyer has invested substantial financial resources in evaluating and negotiating the transaction. To induce you to remove your practice from the market though, a buyer may be required to put up earnest money as a sign of good faith to show that the buyer is serious about the acquisition. The LOI should indicate the amount of the earnest money, whether it is refundable, who will hold it, and under what conditions.
Confidentiality : Another binding aspect of the LOI, both parties should agree to keep their negotiations and any information or documentation they receive during the negotiations and due diligence period prior to execution of a binding purchase and sale contract confidential.
Lease : While glossed over in many an LOI for the purchase and sale of dental practices, the parties should certainly come to a meeting of the minds to ensure everyone is on the same page regarding the physical plant. Buyers will often have specific requirements driven by their lender as to the terms of the lease for any practice they intend to buy. Questions that should be addressed include whether the lease will be assigned to the buyer, whether the deal is conditioned upon negotiation of an extension or renewal of the lease term, and whether a seller’s guaranty, if a guaranty was provided to the landlord, will be released at closing.
Other Conditions and Contingencies : Other terms and conditions that may be addressed in an LOI include, among others, timing of closing, due diligence, financing, access to information and staff, governing law, responsibility for expenses, and broker’s fees. As LOIs reflect the terms of a particular transaction, each will be a bit different and there is no standard form. The key is to ensure that each LOI sufficiently describes the terms of the business deal between the parties such that they can proceed toward a definitive purchase agreement and eventually a closing. If you need assistance preparing a letter of intent for your practice, or have questions about purchasing or selling a dental practice, the attorneys at Grogan Hesse & Uditsky, P.C. are here to help. Visit us at www.chicagodentalattorney.com for more information.
Jordan Uditsky is an attorney and business advisor serving businesses in the Chicagoland area and throughout the country. Mr. Uditsky advises businesses and entrepreneurs from startup to sale, and strives to be a trusted advisor to his clients by delivering practical and efficient counsel on a wide range of matters. His combination of legal and business experience provides a unique perspective when counseling clients, giving him an understanding of the true value and application of his advice to their organizations. To learn more about Mr. Uditsky, visit www.ghulaw.com.
Speak to an Attorney
Related Posts
For years, state courts and legislatures have taken a skeptical eye toward non-competition agreements. Judges here in Illinois and elsewhere routinely struck down overly broad and overreaching provisions, while an increasing number of jurisdictions have passed legislation or ordinances banning non-competes outright or limiting their scope and enforceability. During the Biden administration, the federal government injected itself into the heretofore state and local assault on non-competes. Both the Federal Trade Commission (FTC) and the National Labor Relations Board (NLRB) took the position, in a Final Rule and counsel's opinion, respectively, that almost all existing and future non-competes were void and unenforceable. Those actions were immediately challenged in court, and litigation about the FTC's ban resulted in dueling district court rulings, with injunctions issued against its enforcement in some cases, while other judges found the FTC had properly issued the Final Rule. The FTC subsequently appealed federal court rulings in Texas and Florida that invalidated or enjoined, respectively, the FTC's non-compete ban. Then came Election Day 2024. Nationwide Ban Abandoned, but Challenges to Non-Competes Remain Unsurprisingly, for an administration with a penchant for being business-friendly and regulation-averse, the newly comprised FTC quickly changed its tune on a nationwide non-compete ban. A series of moves this year has made it clear that the federal government, at least for the next three years, is abandoning any such blanket efforts. Specifically, the FTC moved in September to dismiss its appeals of two district court decisions that had struck down the Final Rule. Simultaneously, the commission took steps towards acceding to the vacatur of the non-compete ban . At the same time, however, the FTC has also indicated, through recent enforcement actions and warning letters , that it will continue to pursue remedies against employers on a case-by-case basis for the unlawful use of post-employment non-competes under Section 5 of the FTC Act, which prohibits "unfair methods of competition." Those FTC efforts, which are nothing new, mean the battle over the validity of non-compete agreements will continue to be fought largely at the state and local levels. Once again, dental practice owners and other employers will need to tailor their non-competition agreements to comply with the patchwork of jurisprudence, laws, and regulations of the states and localities where they have employees while remaining mindful of anti-competitive overreach that could attract the FTC's attention. With the nationwide non-compete ban dead and buried, but restrictions on and litigation about the enforceability of such agreements very much alive, now is an opportune time for practice owners to consult with experienced employment counsel who can review and revise any existing or contemplated non-competition provision as necessary. If you have questions about your company’s non-competes or would like assistance reviewing or drafting such agreements, please call Grogan Hesse & Uditsky at (630) 833-5533 or contact us online to arrange for your free initial consultation. We focus a substantial part of our practice on providing exceptional legal services for dentists and dental practices, as well as orthodontists, periodontists, endodontists, pediatric dentists, and oral surgeons. We bring unique insights and deep commitment to protecting the interests of dental professionals and their practices and welcome the opportunity to work with you. Jordan Uditsky, an accomplished businessman and seasoned attorney, combines his experience as a legal counselor and successful entrepreneur to advise dentists and other business owners in the Chicago area. Jordan grew up in a dental family, with his father, grandfather, and sister each owning their own dental practices, and this blend of legal, business, and personal experience provides Jordan with unique insight into his clients’ needs, concerns, and goals.
As a 17 th -century French playwright, actor, and poet, Molière probably received his fair share of stinging, negative reviews of his work. While we may not know exactly how he felt about such critiques, he did offer some sage advice that dentists should heed when confronted with a patient’s scathing, hurtful, or untrue online review: “ A wise man is superior to any insults which can be put upon him and the best reply to unseemly behavior is patience and moderation .” Human nature being what it is, patience and moderation can be in short supply when a dentist reads a review that casts doubt on their competence, integrity, or professionalism, especially if they believe that the review’s content contains abject falsehoods or misrepresentations. Not only can such online comments make blood boil and bruise the ego, but even one negative review can have a devastating impact on a practice and its reputation. 84% of the public trusts online reviews to help them make consumer decisions, including those involving healthcare providers. According to some surveys, more than 70% of patients say they read reviews before selecting a healthcare provider, and nearly half would not consider a provider with fewer than four stars. Negative reviews can disproportionately influence perception, even if they represent a small fraction of feedback. Given that a single negative review can stand out in an otherwise glowing profile and, if left unaddressed, may deter potential patients, dentists understandably will want to respond, correcting misstatements or otherwise neutralizing the misrepresentations or assertions contained in the review. But those responses, if made reflexively and without careful consideration of legal and ethical boundaries, can make a bad situation worse or make the dentist appear petty and vindictive. Additionally, dentists who do decide to respond to a patient’s negative review publicly may inadvertently reveal confidential patient information in their attempts to refute allegations of poor or substandard care. Such transgressions can have catastrophic licensing and regulatory consequences for dentists. So what should dentists do when faced with a horrible review that every prospective patient can see? As discussed below, responses can, and often should, be made, but with the patience and moderation Molière recommended. Hitting Back v. Hitting HIPAA Perhaps the biggest risk dentists take when publicly responding to a patient’s negative review is inadvertently violating their HIPAA patient privacy obligations. Unlike other businesses, dentists cannot freely discuss the details of a patient’s complaint in a public forum. The HIPAA Privacy Rule prohibits disclosing protected health information (PHI) without patient authorization. Even acknowledging that the reviewer is a patient may constitute a privacy violation. For example, if a patient writes, “I had a terrible root canal here,” the dentist cannot reply with, “We offered you antibiotics, but you refused.” That would be a clear HIPAA violation. Instead, dentists should respond in general terms that neither confirm nor deny treatment specifics. Best Practices for Responding to Negative Reviews When deciding how and whether to respond, dentists should keep the following principles and tips in mind: Cool Off Before Going Off. The worst thing a dentist can do with a bad online review is to immediately post a response in the throes of anger and indignation, however justifiable those emotions may be. Before deciding whether and how to respond, take the time needed for your professionalism and rationality to come back to the fore. Stay Professional and Neutral. Never respond defensively or emotionally. A hostile reply can escalate the issue and further damage your reputation. Even if the review feels unfair, professionalism is key. Acknowledge Without Confirming. Responses should not confirm that the reviewer is or was a patient. Instead, use neutral language such as: “We take all feedback seriously and strive to provide excellent care. We encourage you to contact our office directly to discuss your concerns.” Take the Conversation Offline. Invite the reviewer to call or email the office to resolve the issue privately. This demonstrates attentiveness while protecting confidentiality. Highlight Practice Values. Use responses as an opportunity to reaffirm commitment to patient care. For example: “Our goal is to make every patient feel comfortable and well cared for. We welcome feedback to help us improve.” When Silence May Be Golden Not every negative review needs a reply. If the comment is clearly unreasonable, inflammatory, or fraudulent, sometimes the best response is no response—or a simple flagging of the review for removal. Consider not responding in the following circumstances: Abusive or Fake Reviews. If a review contains profanity, slander, or appears fraudulent, flag it for removal instead of responding. Ongoing Legal Disputes. If the complaint relates to malpractice or litigation, responding publicly can backfire and give the patient more ammunition for their claims. Obvious Spam. Automated or irrelevant reviews do not require acknowledgment. Can You Sue for Defamation? Sure. Will You Win? Probably Not. On more than one occasion, a panicked and indignant dentist or other client of mine has called me to ask whether they could and should sue their former patient for defamation for a harsh online review. The answer, of course, is that you are well within your rights to sue “YourDentalPracticeSucks123” or whoever it is that is trying to take a wrecking ball to your career. You can sue anybody for anything. Whether such a lawsuit will be successful or has any legal basis is another matter entirely. The fact is that even the most scathing negative online review, if susceptible to the principle of “innocent construction” (meaning the allegedly libelous statement is given a non-defamatory interpretation because it is deemed ambiguous) or is composed of opinions rather than demonstrably false allegations of misconduct, will likely not qualify as actionable defamation in most jurisdictions. Furthermore, such lawsuits can expose the offended dentist or other professional to backlash, ridicule, and bad publicity in the fast-moving and fickle world of social media. If you look to hold online review sites and other platforms responsible for false and defamatory information posted by reviewers, you won’t get terribly far. While you may be able to get a website to remove a particularly egregious post, Section 230 of the federal Communications Decency Act largely immunizes such sites from claims based on comments or reviews posted by third-party users. Is It a Subjective Opinion or a Factual Allegation? The most common issue that arises in defamation cases based on online reviews is the question of whether or not a statement was false. Only false statements of fact can form the basis of a defamation claim, not opinions, no matter how histrionic or counterfactual they may be. A statement of fact is one that can be objectively proved or disproved. Consider the two following hypothetical reviews of a dentist: “She was rude, impatient, and treated me disrespectfully. It was perhaps the worst experience I’ve ever had with a dentist in my entire life. She is horrible.” “He stole money from my purse and touched me inappropriately while I was under sedation.” The former is a non-actionable opinion, as the dentist will not be able to objectively prove whether or not she was, in fact, rude, disrespectful, and the cause of one of the worst experiences in the patient’s life. Contrast that with the latter statement that accuses the dentist of specific actions and misconduct that can be proven or disproven with evidence. Proactive Reputation Management The best defense against negative reviews is a steady stream of positive ones. Dentists can encourage satisfied patients to leave feedback by: Sending follow-up emails with review links Placing QR codes in the office for easy access Training staff to request reviews after successful appointments A high volume of positive reviews will dilute the impact of the occasional negative one and provide a more accurate picture of patient satisfaction. As infuriating as negative online reviews can be, it is the rare dentist who can make it through their career without leaving at least one patient dissatisfied or unhappy with their treatment. When a patient shares those feelings with the world, it can be easy to let it get under your skin. But sometimes, restraint can speak louder than a retort. If you have questions or concerns about negative online reviews or reputation management for your dental practice, please contact Grogan Hesse & Uditsky today at (630) 833-5533 or contact us online to arrange for your free initial consultation. We focus a substantial part of our practice on providing exceptional legal services for dentists and dental practices, as well as orthodontists, periodontists, endodontists, pediatric dentists, and oral surgeons. We bring unique insights and deep commitment to protecting the interests of dental professionals and their practices and welcome the opportunity to work with you. Jordan Uditsky, an accomplished businessman and seasoned attorney, combines his experience as a legal counselor and successful entrepreneur to advise dentists and other business owners in the Chicago area. Jordan grew up in a dental family, with his father, grandfather, and sister each owning their own dental practices, and this blend of legal, business, and personal experience provides Jordan with unique insight into his clients’ needs, concerns, and goals.
On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was signed into law. One may question whether this sprawling piece of legislation deserves to be called “beautiful,” but it undoubtedly earns the “big” in its name, especially for small businesses like dental practices. That is because it contains several provisions that could have a significant impact on the tax obligations of practices and their owners. Most notably, the OBBBA solidifies significant tax reforms and exemptions that were part of the 2017 Tax Cuts and Jobs Act (TCJA). Here are seven aspects of the OBBBA that are of particular interest to dental practices and their owners. 1. Permanent Qualified Business Income (QBI) Deduction The 20 percent small business tax deduction (also known as the section 199a deduction) for sole proprietorships, partnerships, S-corporations, and LLCs, which was scheduled to expire at the end of 2025, is made permanent and extends the amount of income subject to the phase-out rules. Specifically, the income threshold for single taxpayers is expanded by $25,000 and for joint filers by $50,000. The bill also includes a new minimum deduction of $400 for taxpayers with at least $1,000 of qualified business income from one or more actively conducted trades or businesses in which they materially participate. 2. Expanding Section 179 Expensing The bill increases the Small Business Expensing Cap from $1.22 million to $2.5 million. It also brings back and makes permanent “bonus depreciation,” which allows for an immediate write-off of 100 percent (versus 40 percent) of the cost of new qualified property acquired after January 19, 2025, such as equipment, vehicles, and software. 3. Qualified Small Business Stock The OBBBA modifies the Qualified Small Business Stock (QSBS) provisions contained in Section 1202 of the Internal Revenue Code by increasing the amounts that can be excluded from gross income, raising the size limit for QSBS investments, and shortening the holding period so investors can take advantage of the provision's benefits earlier than before. Specifically: For QSBS issued after OBBBA's July 4, 2025, effective date, the per-taxpayer gain exclusion cap for the sale of QSBS is raised from $10 million to $15 million, with that threshold being adjusted for inflation starting in 2027. The exclusion amount will now be $15 million or 10x the basis in the stock, whichever is greater. The aggregate gross assets a C corporation may have for its stock to qualify as a qualified small business is now $75 million – up from $50 million - for stock issued after July 4, 2025, with the new limit to be adjusted for inflation beginning in 2027. For QSBS acquired after July 4, 2025, the holding period required to qualify for the QSBS gain exclusion drops from five years to three years. After three years, a 50% exclusion is available, increasing to 75% after four years, and reaching 100% exclusion after five years. 4. Enhancing the Employer-provided Childcare Credit Section 45F of the tax code, which is designed to incentivize businesses to invest in childcare, now provides qualifying small businesses (gross receipts of $25 million or less for the preceding five years) with a maximum tax credit of up to $600,000 per year on up to 50 percent of qualified childcare expenses provided to employees. This credit is effective beginning in 2026. 5. Employer-provided Student Loan Repayment Assistance The OBBBA makes the employer-provided student loan repayment benefit permanent, allowing employers to contribute up to $5,250 per year towards employees' student loans, tax-free for both the employer and employee. This annual limit will be adjusted for inflation starting in 2026, ensuring the benefit keeps pace with rising education costs. 6. Permanent, Inflation-Indexed Estate & Gift Tax Exemption The OBBBA permanently increases the unified federal estate and lifetime gift tax exemption to $15 million per individual ($30 million for married couples), indexed for inflation starting in 2026. If the TCJA’s exemption provisions had expired, the threshold would have dropped to approximately $7 million per individual. This stability allows ultra-high-net-worth individuals to accelerate lifetime gifting and fund trusts efficiently. Techniques such as SLATs (Spousal Lifetime Access Trusts) are now more powerful planning tools given the increased exemption scope. The generation-skipping transfer (GST) tax exemption is now also aligned with the $15 million per individual exemption, also indexed for inflation. 7. SALT Deduction Raised – For Some The law increased the state and local tax (SALT) deduction cap from $10,000 to $40,000; however, this cap is not universally available. If your modified adjusted gross income (MAGI) exceeds certain thresholds, the $40,000 cap will be phased out. For single filers, the phase-out starts at $250,000 MAGI. For joint filers, the phase-out starts at $500,000 MAGI. The deduction is reduced by 30% of the amount exceeding these thresholds until it reaches the original $10,000 cap for the highest earners. The income thresholds for the phase-out will increase by 1% annually from 2026 to 2029. If you have questions about the OBBBA and what it means for you and your practice, please contact Grogan Hesse & Uditsky today at (630) 833-5533 or contact us online to arrange for your free initial consultation. We focus a substantial part of our practice on providing exceptional legal services for dentists and dental practices, as well as orthodontists, periodontists, endodontists, pediatric dentists, and oral surgeons. We bring unique insights and deep commitment to protecting the interests of dental professionals and their practices and welcome the opportunity to work with you. Jordan Uditsky, an accomplished businessman and seasoned attorney, combines his experience as a legal counselor and successful entrepreneur to advise dentists and other business owners in the Chicago area. Jordan grew up in a dental family, with his father, grandfather, and sister each owning their own dental practices, and this blend of legal, business, and personal experience provides Jordan with unique insight into his clients’ needs, concerns, and goals.
For years, state courts and legislatures have taken a skeptical eye toward non-competition agreements. Judges here in Illinois and elsewhere routinely struck down overly broad and overreaching provisions, while an increasing number of jurisdictions have passed legislation or ordinances banning non-competes outright or limiting their scope and enforceability. During the Biden administration, the federal government injected itself into the heretofore state and local assault on non-competes. Both the Federal Trade Commission (FTC) and the National Labor Relations Board (NLRB) took the position, in a Final Rule and counsel's opinion, respectively, that almost all existing and future non-competes were void and unenforceable. Those actions were immediately challenged in court, and litigation about the FTC's ban resulted in dueling district court rulings, with injunctions issued against its enforcement in some cases, while other judges found the FTC had properly issued the Final Rule. The FTC subsequently appealed federal court rulings in Texas and Florida that invalidated or enjoined, respectively, the FTC's non-compete ban. Then came Election Day 2024. Nationwide Ban Abandoned, but Challenges to Non-Competes Remain Unsurprisingly, for an administration with a penchant for being business-friendly and regulation-averse, the newly comprised FTC quickly changed its tune on a nationwide non-compete ban. A series of moves this year has made it clear that the federal government, at least for the next three years, is abandoning any such blanket efforts. Specifically, the FTC moved in September to dismiss its appeals of two district court decisions that had struck down the Final Rule. Simultaneously, the commission took steps towards acceding to the vacatur of the non-compete ban . At the same time, however, the FTC has also indicated, through recent enforcement actions and warning letters , that it will continue to pursue remedies against employers on a case-by-case basis for the unlawful use of post-employment non-competes under Section 5 of the FTC Act, which prohibits "unfair methods of competition." Those FTC efforts, which are nothing new, mean the battle over the validity of non-compete agreements will continue to be fought largely at the state and local levels. Once again, dental practice owners and other employers will need to tailor their non-competition agreements to comply with the patchwork of jurisprudence, laws, and regulations of the states and localities where they have employees while remaining mindful of anti-competitive overreach that could attract the FTC's attention. With the nationwide non-compete ban dead and buried, but restrictions on and litigation about the enforceability of such agreements very much alive, now is an opportune time for practice owners to consult with experienced employment counsel who can review and revise any existing or contemplated non-competition provision as necessary. If you have questions about your company’s non-competes or would like assistance reviewing or drafting such agreements, please call Grogan Hesse & Uditsky at (630) 833-5533 or contact us online to arrange for your free initial consultation. We focus a substantial part of our practice on providing exceptional legal services for dentists and dental practices, as well as orthodontists, periodontists, endodontists, pediatric dentists, and oral surgeons. We bring unique insights and deep commitment to protecting the interests of dental professionals and their practices and welcome the opportunity to work with you. Jordan Uditsky, an accomplished businessman and seasoned attorney, combines his experience as a legal counselor and successful entrepreneur to advise dentists and other business owners in the Chicago area. Jordan grew up in a dental family, with his father, grandfather, and sister each owning their own dental practices, and this blend of legal, business, and personal experience provides Jordan with unique insight into his clients’ needs, concerns, and goals.
As a 17 th -century French playwright, actor, and poet, Molière probably received his fair share of stinging, negative reviews of his work. While we may not know exactly how he felt about such critiques, he did offer some sage advice that dentists should heed when confronted with a patient’s scathing, hurtful, or untrue online review: “ A wise man is superior to any insults which can be put upon him and the best reply to unseemly behavior is patience and moderation .” Human nature being what it is, patience and moderation can be in short supply when a dentist reads a review that casts doubt on their competence, integrity, or professionalism, especially if they believe that the review’s content contains abject falsehoods or misrepresentations. Not only can such online comments make blood boil and bruise the ego, but even one negative review can have a devastating impact on a practice and its reputation. 84% of the public trusts online reviews to help them make consumer decisions, including those involving healthcare providers. According to some surveys, more than 70% of patients say they read reviews before selecting a healthcare provider, and nearly half would not consider a provider with fewer than four stars. Negative reviews can disproportionately influence perception, even if they represent a small fraction of feedback. Given that a single negative review can stand out in an otherwise glowing profile and, if left unaddressed, may deter potential patients, dentists understandably will want to respond, correcting misstatements or otherwise neutralizing the misrepresentations or assertions contained in the review. But those responses, if made reflexively and without careful consideration of legal and ethical boundaries, can make a bad situation worse or make the dentist appear petty and vindictive. Additionally, dentists who do decide to respond to a patient’s negative review publicly may inadvertently reveal confidential patient information in their attempts to refute allegations of poor or substandard care. Such transgressions can have catastrophic licensing and regulatory consequences for dentists. So what should dentists do when faced with a horrible review that every prospective patient can see? As discussed below, responses can, and often should, be made, but with the patience and moderation Molière recommended. Hitting Back v. Hitting HIPAA Perhaps the biggest risk dentists take when publicly responding to a patient’s negative review is inadvertently violating their HIPAA patient privacy obligations. Unlike other businesses, dentists cannot freely discuss the details of a patient’s complaint in a public forum. The HIPAA Privacy Rule prohibits disclosing protected health information (PHI) without patient authorization. Even acknowledging that the reviewer is a patient may constitute a privacy violation. For example, if a patient writes, “I had a terrible root canal here,” the dentist cannot reply with, “We offered you antibiotics, but you refused.” That would be a clear HIPAA violation. Instead, dentists should respond in general terms that neither confirm nor deny treatment specifics. Best Practices for Responding to Negative Reviews When deciding how and whether to respond, dentists should keep the following principles and tips in mind: Cool Off Before Going Off. The worst thing a dentist can do with a bad online review is to immediately post a response in the throes of anger and indignation, however justifiable those emotions may be. Before deciding whether and how to respond, take the time needed for your professionalism and rationality to come back to the fore. Stay Professional and Neutral. Never respond defensively or emotionally. A hostile reply can escalate the issue and further damage your reputation. Even if the review feels unfair, professionalism is key. Acknowledge Without Confirming. Responses should not confirm that the reviewer is or was a patient. Instead, use neutral language such as: “We take all feedback seriously and strive to provide excellent care. We encourage you to contact our office directly to discuss your concerns.” Take the Conversation Offline. Invite the reviewer to call or email the office to resolve the issue privately. This demonstrates attentiveness while protecting confidentiality. Highlight Practice Values. Use responses as an opportunity to reaffirm commitment to patient care. For example: “Our goal is to make every patient feel comfortable and well cared for. We welcome feedback to help us improve.” When Silence May Be Golden Not every negative review needs a reply. If the comment is clearly unreasonable, inflammatory, or fraudulent, sometimes the best response is no response—or a simple flagging of the review for removal. Consider not responding in the following circumstances: Abusive or Fake Reviews. If a review contains profanity, slander, or appears fraudulent, flag it for removal instead of responding. Ongoing Legal Disputes. If the complaint relates to malpractice or litigation, responding publicly can backfire and give the patient more ammunition for their claims. Obvious Spam. Automated or irrelevant reviews do not require acknowledgment. Can You Sue for Defamation? Sure. Will You Win? Probably Not. On more than one occasion, a panicked and indignant dentist or other client of mine has called me to ask whether they could and should sue their former patient for defamation for a harsh online review. The answer, of course, is that you are well within your rights to sue “YourDentalPracticeSucks123” or whoever it is that is trying to take a wrecking ball to your career. You can sue anybody for anything. Whether such a lawsuit will be successful or has any legal basis is another matter entirely. The fact is that even the most scathing negative online review, if susceptible to the principle of “innocent construction” (meaning the allegedly libelous statement is given a non-defamatory interpretation because it is deemed ambiguous) or is composed of opinions rather than demonstrably false allegations of misconduct, will likely not qualify as actionable defamation in most jurisdictions. Furthermore, such lawsuits can expose the offended dentist or other professional to backlash, ridicule, and bad publicity in the fast-moving and fickle world of social media. If you look to hold online review sites and other platforms responsible for false and defamatory information posted by reviewers, you won’t get terribly far. While you may be able to get a website to remove a particularly egregious post, Section 230 of the federal Communications Decency Act largely immunizes such sites from claims based on comments or reviews posted by third-party users. Is It a Subjective Opinion or a Factual Allegation? The most common issue that arises in defamation cases based on online reviews is the question of whether or not a statement was false. Only false statements of fact can form the basis of a defamation claim, not opinions, no matter how histrionic or counterfactual they may be. A statement of fact is one that can be objectively proved or disproved. Consider the two following hypothetical reviews of a dentist: “She was rude, impatient, and treated me disrespectfully. It was perhaps the worst experience I’ve ever had with a dentist in my entire life. She is horrible.” “He stole money from my purse and touched me inappropriately while I was under sedation.” The former is a non-actionable opinion, as the dentist will not be able to objectively prove whether or not she was, in fact, rude, disrespectful, and the cause of one of the worst experiences in the patient’s life. Contrast that with the latter statement that accuses the dentist of specific actions and misconduct that can be proven or disproven with evidence. Proactive Reputation Management The best defense against negative reviews is a steady stream of positive ones. Dentists can encourage satisfied patients to leave feedback by: Sending follow-up emails with review links Placing QR codes in the office for easy access Training staff to request reviews after successful appointments A high volume of positive reviews will dilute the impact of the occasional negative one and provide a more accurate picture of patient satisfaction. As infuriating as negative online reviews can be, it is the rare dentist who can make it through their career without leaving at least one patient dissatisfied or unhappy with their treatment. When a patient shares those feelings with the world, it can be easy to let it get under your skin. But sometimes, restraint can speak louder than a retort. If you have questions or concerns about negative online reviews or reputation management for your dental practice, please contact Grogan Hesse & Uditsky today at (630) 833-5533 or contact us online to arrange for your free initial consultation. We focus a substantial part of our practice on providing exceptional legal services for dentists and dental practices, as well as orthodontists, periodontists, endodontists, pediatric dentists, and oral surgeons. We bring unique insights and deep commitment to protecting the interests of dental professionals and their practices and welcome the opportunity to work with you. Jordan Uditsky, an accomplished businessman and seasoned attorney, combines his experience as a legal counselor and successful entrepreneur to advise dentists and other business owners in the Chicago area. Jordan grew up in a dental family, with his father, grandfather, and sister each owning their own dental practices, and this blend of legal, business, and personal experience provides Jordan with unique insight into his clients’ needs, concerns, and goals.
On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was signed into law. One may question whether this sprawling piece of legislation deserves to be called “beautiful,” but it undoubtedly earns the “big” in its name, especially for small businesses like dental practices. That is because it contains several provisions that could have a significant impact on the tax obligations of practices and their owners. Most notably, the OBBBA solidifies significant tax reforms and exemptions that were part of the 2017 Tax Cuts and Jobs Act (TCJA). Here are seven aspects of the OBBBA that are of particular interest to dental practices and their owners. 1. Permanent Qualified Business Income (QBI) Deduction The 20 percent small business tax deduction (also known as the section 199a deduction) for sole proprietorships, partnerships, S-corporations, and LLCs, which was scheduled to expire at the end of 2025, is made permanent and extends the amount of income subject to the phase-out rules. Specifically, the income threshold for single taxpayers is expanded by $25,000 and for joint filers by $50,000. The bill also includes a new minimum deduction of $400 for taxpayers with at least $1,000 of qualified business income from one or more actively conducted trades or businesses in which they materially participate. 2. Expanding Section 179 Expensing The bill increases the Small Business Expensing Cap from $1.22 million to $2.5 million. It also brings back and makes permanent “bonus depreciation,” which allows for an immediate write-off of 100 percent (versus 40 percent) of the cost of new qualified property acquired after January 19, 2025, such as equipment, vehicles, and software. 3. Qualified Small Business Stock The OBBBA modifies the Qualified Small Business Stock (QSBS) provisions contained in Section 1202 of the Internal Revenue Code by increasing the amounts that can be excluded from gross income, raising the size limit for QSBS investments, and shortening the holding period so investors can take advantage of the provision's benefits earlier than before. Specifically: For QSBS issued after OBBBA's July 4, 2025, effective date, the per-taxpayer gain exclusion cap for the sale of QSBS is raised from $10 million to $15 million, with that threshold being adjusted for inflation starting in 2027. The exclusion amount will now be $15 million or 10x the basis in the stock, whichever is greater. The aggregate gross assets a C corporation may have for its stock to qualify as a qualified small business is now $75 million – up from $50 million - for stock issued after July 4, 2025, with the new limit to be adjusted for inflation beginning in 2027. For QSBS acquired after July 4, 2025, the holding period required to qualify for the QSBS gain exclusion drops from five years to three years. After three years, a 50% exclusion is available, increasing to 75% after four years, and reaching 100% exclusion after five years. 4. Enhancing the Employer-provided Childcare Credit Section 45F of the tax code, which is designed to incentivize businesses to invest in childcare, now provides qualifying small businesses (gross receipts of $25 million or less for the preceding five years) with a maximum tax credit of up to $600,000 per year on up to 50 percent of qualified childcare expenses provided to employees. This credit is effective beginning in 2026. 5. Employer-provided Student Loan Repayment Assistance The OBBBA makes the employer-provided student loan repayment benefit permanent, allowing employers to contribute up to $5,250 per year towards employees' student loans, tax-free for both the employer and employee. This annual limit will be adjusted for inflation starting in 2026, ensuring the benefit keeps pace with rising education costs. 6. Permanent, Inflation-Indexed Estate & Gift Tax Exemption The OBBBA permanently increases the unified federal estate and lifetime gift tax exemption to $15 million per individual ($30 million for married couples), indexed for inflation starting in 2026. If the TCJA’s exemption provisions had expired, the threshold would have dropped to approximately $7 million per individual. This stability allows ultra-high-net-worth individuals to accelerate lifetime gifting and fund trusts efficiently. Techniques such as SLATs (Spousal Lifetime Access Trusts) are now more powerful planning tools given the increased exemption scope. The generation-skipping transfer (GST) tax exemption is now also aligned with the $15 million per individual exemption, also indexed for inflation. 7. SALT Deduction Raised – For Some The law increased the state and local tax (SALT) deduction cap from $10,000 to $40,000; however, this cap is not universally available. If your modified adjusted gross income (MAGI) exceeds certain thresholds, the $40,000 cap will be phased out. For single filers, the phase-out starts at $250,000 MAGI. For joint filers, the phase-out starts at $500,000 MAGI. The deduction is reduced by 30% of the amount exceeding these thresholds until it reaches the original $10,000 cap for the highest earners. The income thresholds for the phase-out will increase by 1% annually from 2026 to 2029. If you have questions about the OBBBA and what it means for you and your practice, please contact Grogan Hesse & Uditsky today at (630) 833-5533 or contact us online to arrange for your free initial consultation. We focus a substantial part of our practice on providing exceptional legal services for dentists and dental practices, as well as orthodontists, periodontists, endodontists, pediatric dentists, and oral surgeons. We bring unique insights and deep commitment to protecting the interests of dental professionals and their practices and welcome the opportunity to work with you. Jordan Uditsky, an accomplished businessman and seasoned attorney, combines his experience as a legal counselor and successful entrepreneur to advise dentists and other business owners in the Chicago area. Jordan grew up in a dental family, with his father, grandfather, and sister each owning their own dental practices, and this blend of legal, business, and personal experience provides Jordan with unique insight into his clients’ needs, concerns, and goals.
