COFO assists dental and medical professionals in the many legal issues that arise in their practices, including the transition of a professional practice. Such representation includes counsel regarding practice purchase agreements, corporate and partnership formation/dissolution, real estate acquisition and sale, leases, associate and employee agreements, space sharing agreements and accountants to address parties' concerns and complete the desired transaction, and all other related matters. We are committed to working closely with attorneys and practice brokers.

COFO’s over 140 years of cumulative attorney experience is unique in this practice area and allows COFO to provide our clients the full range of legal services for their entire professional career. We have the capacity to handle all of your near-term and long-term professional needs from simple transactions to, if ever needed, dispute resolution, representation in complex litigation, trials, and even criminal defense. With his 20+ years of experience helping hundreds of dental/medical professionals throughout California, Thomas P. O’Toole oversees COFO’s dental/medical practice group and utilizes his legal and industry knowledge, as well as his industry connections, to assure top-notch service to his clients.

COFO’s approach to providing legal services has always emphasized communication and transparency with straightforward and honest advice so that our clients can make the best decisions for them and their practice. Our main goal is a smooth and successful client experience with minimal surprises. COFO’s dental/medical clients receive the strength, backing and solid reputation of an established Downtown SF Law Firm with the fee structure and personalized service of a local boutique law firm. To help our clients predict expenses, wherever possible, we provide our services for a fixed fee or within a predictable range.

With COFO as part of their team, our clients have found a valuable business advisor on whom they can rely to expertly navigate any legal matters that may arise throughout their career.

Services We Offer

Professional Practice Transitions - Purchase/Sale or Start-up

After crunching numbers with a practice CPA, consultant, broker and/or banker, from the legal standpoint, the purchase or sale of a dental/medical practice has the potential to become a wonderful life-changing opportunity. The process typically begins with a letter of intent and progresses to the preparation of a purchase and sale agreement as well as negotiations between the parties to iron out the details. In the end, the transaction is usually completed through an escrow to assure that all the terms of the closing (sometimes also including real estate) are completed and the funds and asset title(s) are property exchanged.

Practice start-ups are sometimes a great path to ownership. As with any business, solid financial projections and proper legal planning and structure from the outset are critical to the success of a practice start-up.

The evaluation of entities, be it a sole proprietor, a corporation or a partnership, and discussion of lease terms or real estate purchases are also important to both practice purchases and start-ups.

Business Entity Structures – Sole Proprietor, Corporation, Partnership

Selection of the proper practice business entity is usually the result of consultation between client, their CPA and attorney. A sole proprietor is simply an unincorporated doctor practicing by himself or herself – no “official” documentation necessary. Alternatively, a doctor can choose to form and receive the benefits of a professional corporation while being the sole shareholder or with multiple other shareholders. And, a written general partnership with other doctors will also allow a doctor to practice in a group setting with well-defined parameters for partners’ duties and obligations for the success of the practice. Once the type of business entity is determined, COFO will prepare and file all of the appropriate documents and forms with the State of California.

Real Estate Transactions – Leasing, Purchase/Sale, Office/Space Sharing

Leasing – The office lease provides a foundation to a practice. Each leasing situation is unique but with a little give and take between landlord and tenant, lease terms can be negotiated and ironed out. We have found that one issue with leasing is landlord unpredictability. Sometimes a landlord has unrealistic demands or is simply nonresponsive or uncooperative. This can add unexpected time and delay to a transaction. It is important to have an attorney on your side who is able to get the landlord’s attention and diligently work to bring a lease assignment or new lease to fruition.

Office Purchase/Sale – Doctors often purchase the office condominium or building within which they run their practice. Doing so can be a great investment in the future of the practice. Whether buying or selling real estate, we help with all aspects of the documents and agreements necessary to complete the transaction and work closely with the escrow/title company to make sure the transaction is successfully completed.

Office/Space Sharing – Sometimes, typically in geographical areas of higher rent, it makes economic sense for a practice to share space with another practice in a similar or complimentary specialty. In such instances, there are challenging issues to be addressed related to patient privacy, trade secrets, employees, restrictive covenants, and more. A proper agreement between the practices will not only benefit and protect all practitioners but also allow for a smooth transition should the time come for the practices to go their separate ways.

Associate Agreements and Related Employment Matters

Associates can be key to a successful practice, as well as take some pressure off the owner-doctor(s). A well prepared associate agreement will fairly govern the doctor/associate relationship so that it protects the practice and is ultimately a win-win for both parties. As part of the process, a discussion should be had of the pros/cons and limitations of classifying an associate dentist as an independent contractor or employee.

Litigation and Dispute Resolution/Negotiation and Criminal Matters

Disagreements, disputes, and sometimes litigation, are an inevitable part of being the owner of a dental or medical practice. Most times, disagreements are minor and can be worked-out between the parties without much disruption. However, sometimes disputes escalate to the point where the advice and representation of an attorney is necessary. COFO’s litigation attorneys, with over 100 years of cumulative experience, are more than capable of providing solid client representation in resolving disputes through negotiation, mediation, arbitration, or litigation, as well as handling the occasional criminal matter.

Legacy and Estate Planning

Trusts, Wills, Powers of Attorney, Legacy and Asset Protection Planning

While not always the most pleasant conversation to have, creating a legacy or estate plan is, in reality, a true act of love toward your family and those about whom you care. A plan is paramount to assuring your wishes are adhered to and carried out – whether a legacy plan for transferring real estate or business assets or an estate plan to assure your end of life advice, desires and assets become a blessing to those who receive them.

For those who are hesitant to embark on their plan, the good news is that once all of the nuances of the documents are worked out and your wishes are memorialized, the plan can be put aside in a safe place until a change of circumstances necessitates a modification. If that change never occurs, then creating your plan can be a once in a lifetime event after which you focus again on living your best life.

Respected and Experienced Industry Contacts to Round Out the “Team”

Throughout the years, Thomas P. O’Toole has developed productive working relationships with many experienced industry professionals. Mr. O’Toole has been able to introduce clients to these professionals for one-off advice or career long guidance. Either way, a well rounded team is critical to practice success.

Practice Brokers – A practice broker will perform many critical functions including assisting sellers in determining maximum practice value, broad based practice marketing and “quarterbacking” practice sales and transitions.

Accountants – It is important to any successful practice to have a CPA who is familiar with dental or medical practice financial performance and associated tax matters.

Bankers/Lenders – Financial professionals experienced in dental and medical practice banking and lending typically mean a smooth and timely loan approval and funding, as well as provide necessary banking services for the life of the practice.

Practice Consultants – These consultants are crucial for helping sellers prepare a practice for sale and for buyers optimizing post-purchase practice performance.

Title/Escrow Companies – The professional experience of escrow and title professionals will provide smooth and comprehensive closings for practice and real estate transactions.

Attorney Specialists – Sometimes it is necessary to obtain a referral to another attorney for other areas of expertise (i.e. family law, bankruptcy, government agency law) or simply due to a client conflict of interest.