M&A counsel for owners and buyers of businesses and healthcare practices
Overview
I represent owners and buyers of businesses and healthcare practices in Florida and Illinois, in deals that typically run from $500K to $5M. I handle both sides: selling a business you built, or buying one to grow. The work runs from the first confidential conversation through closing and the transition that follows. Consultations are available in English and Spanish. My office is in Lake Worth Beach, in Palm Beach County.
What an M&A attorney does on your deal
- Confidentiality agreements (NDAs) before any numbers are shared
- Letters of intent: price, structure, exclusivity and the terms that carry into the final documents
- Due diligence: reviewing the other side’s records, or preparing yours for review
- Purchase agreements, disclosure schedules, and the closing documents
- Leases, employment agreements, non-competes and seller transition terms
- Coordination with your CPA, lender and broker so the tax and financing pieces line up
- Regulatory steps that apply to healthcare practices and law practices
Who I represent
Owners of closely held businesses who are ready to sell, and buyers looking to acquire one. Many of my clients own healthcare practices: dental, physician, veterinary, optometry and medical spa practices, including sales to DSOs and corporate buyers. I also represent owners in general business sales and acquisitions. If you are selling, see business sale attorney; if you are buying, see business acquisition attorney.
Deal structures
Most deals take one of a few shapes, and the choice affects taxes, liability and how long the deal takes.
- Asset sale. The buyer purchases selected assets, such as equipment, contracts, records and goodwill. The buyer generally does not take on the seller’s liabilities unless the agreement says so, but Florida law has exceptions: a buyer that is a mere continuation of the seller, or a deal that is a de facto merger or a fraud on creditors, can carry the seller’s liabilities (Bernard v. Kee Mfg. Co., 409 So. 2d 1047 (Fla. 1982)), and a buyer of more than half of a business can owe the seller’s unpaid state taxes unless the seller provides a Department of Revenue certificate of compliance or a Department audit clears the seller (s. 213.758(4), Fla. Stat., as of October 2026).
- Stock or membership-interest sale. The buyer purchases the company itself, with its contracts, history and liabilities. Due diligence carries more weight.
- Merger. Two companies combine into one under the state’s merger statute.
- Partner buy-in or buy-out. An owner joins or leaves an existing company under its operating or shareholder agreement.
How the price is allocated among the assets changes the tax result for both sides, so I work through the structure with your CPA before the letter of intent is signed. For entity choice, see our comparison of the PA, PLLC and LLC; for partner arrangements, see our guide to partnership agreements.
Due diligence
Due diligence is the buyer’s review of the business before the deal is binding. It usually covers financial statements and tax filings, contracts with customers, vendors and staff, the lease, licenses and permits, liens and claims, and employee matters. For a seller, good preparation shortens this stage and leaves less room for the price to be renegotiated late. For a buyer, what the review turns up shapes the representations, the indemnification and how much of the price is held back after closing.
Key documents
- Confidentiality agreement (NDA): signed before financial information is shared.
- Letter of intent: price, structure, exclusivity and conditions, usually non-binding on the deal itself.
- Purchase agreement: the binding contract, with representations, indemnification, payment terms and conditions to close.
- Disclosure schedules: the seller’s list of exceptions and details that the representations rely on.
- Closing documents: bills of sale or assignments, lease assignment, consents, and any seller note or security documents.
- Transition agreements: the seller’s role after closing, employment or consulting terms, and the non-compete.
Deals in the $500K to $5M range
Deals at this size have their own pattern. Buyers often use bank or SBA financing, and the lender’s requirements shape the documents and the timeline. Part of the price may be paid over time through a seller note or an earn-out, so the payment terms and the security for them matter as much as the headline price. A broker may run the sale process, while the attorney documents and negotiates the legal terms. The seller usually stays on for a transition period, and a personal guarantee may be part of the financing or the lease.
Healthcare practices
Healthcare deals add a regulatory layer on top of the business terms: who may own the practice, how licenses, DEA registrations and payer enrollments are handled (most licenses and permits do not transfer to a buyer, so the buyer generally needs its own), how patient records move, and how the seller’s professional liability coverage ends. Medicare billing privileges cannot be sold. A practice enrolled in Medicare, such as a physician, dental or optometry practice, reports a change of ownership within 30 days, and a buyer with a new tax identification number generally files its own enrollment (42 C.F.R. 424.516 and 424.550(a) and (c), as of October 2026). A business that holds a Medicare provider agreement, such as a hospital, skilled nursing facility, home health agency or hospice, is different: on a change of ownership the agreement is assigned to the buyer unless the buyer rejects it, and the buyer takes on its compliance history, but the seller and the buyer must still file enrollment applications before closing (42 C.F.R. 489.18 and 424.550(b), as of October 2026; CMS memo S&C 13-60). The exception is a home health agency or hospice sold within 36 months of its initial enrollment or its last change in majority ownership: the agreement generally does not pass, and the buyer must enroll as a new provider (42 C.F.R. 424.550(b)(1), as of October 2026). The rules differ by profession. The healthcare mergers and acquisitions page brings them together, and each profession has its own page:
Florida and Illinois
I am admitted in Florida and Illinois. The core of a deal is similar in both states, but some rules change by state. Non-competes are one example: Florida’s statute, s. 542.335, Fla. Stat., presumes a restriction tied to the sale of a business reasonable in time at 3 years or less and unreasonable in time at more than 7 years (s. 542.335(1)(d)3, as of October 2026); the area and scope must also be reasonable. Professional ownership is another: in Illinois, for example, all officers, directors and shareholders of a medical corporation must be licensed under the Medical Practice Act of 1987 (805 ILCS 15/13(a), as of October 2026).
Palm Beach County
My office is at 631 Lucerne Ave Ste 22, Lake Worth Beach, FL 33460. I work with owners across Palm Beach County, including West Palm Beach, Boca Raton, Delray Beach, Jupiter and Wellington, and with clients elsewhere in Florida and in Illinois. Meetings can be in person at the Lake Worth Beach office or by video. Illinois clients meet by video or phone.
How fees work
Flat-fee engagements are available for most transactions; fees are quoted per matter after a scoping call. The main things that drive the cost of a deal are its structure, how much due diligence is involved, the number of documents and parties, any regulatory steps, and how many rounds of negotiation the deal needs. See what an M&A attorney costs for a small business or practice sale.
About Erik Newton
Erik Newton is the attorney at Newton’s Law PA. He is admitted in Florida (Florida Bar No. 1050750) and Illinois (ARDC No. 6287771) and is a member of The Florida Bar Health Law Section. Since 2009 his practice has focused on healthcare transactions. Erik has served as transactional counsel to sellers and buyers in dental practice asset and equity transactions in Florida and Illinois, drafting and negotiating purchase agreements, management services agreements and restrictive covenants. More about Erik.
Frequently asked questions
What does an M&A attorney do?
An M&A attorney structures the deal, drafts and negotiates the letter of intent and purchase agreement, runs or answers due diligence, and coordinates the closing so the legal terms match the business deal.
Should I sell assets or stock?
It depends on taxes, liabilities and the contracts that must transfer. Buyers often prefer asset purchases and sellers often prefer stock sales, but the right answer turns on your facts and your CPA’s analysis.
How long does a sale or acquisition take?
It depends on the deal and on how ready the records are. Financing, landlord consent and regulatory steps usually set the pace.
Do I need an M&A attorney for a small deal?
Small deals carry the same core risks as large ones: liabilities, payment terms, non-competes and lease assignments. The documents can be simpler, but they still need to be right.
What does an M&A attorney cost?
Flat-fee engagements are available for most transactions; fees are quoted per matter after a scoping call. Cost depends mainly on the structure, the amount of due diligence and the number of documents and parties.
I have a broker. Do I still need an attorney?
A broker markets the business and finds the other side. An attorney documents and negotiates the legal terms and protects you in the agreement. Most deals use both, along with a CPA.
Do you work with clients in Illinois and in Spanish?
Yes. I am admitted in Florida and Illinois, and consultations are available in English and Spanish.
What should I bring to the first call?
A short description of the business or practice, the rough deal size, whether you are buying or selling, any letter of intent you have received, and your timeline.
How a deal moves from first call to closing
Timing depends on the deal: financing, landlord consent and any regulatory steps usually set the pace.
Planning
Deciding what is being sold or bought, gathering records, and setting the structure with your CPA.
Letter of intent
Price, structure, exclusivity and the key terms are agreed in writing before the costly work starts.
Due diligence
The buyer reviews finances, contracts, leases, employees, licenses and liabilities. The seller answers and discloses.
Purchase agreement
The definitive agreement and disclosure schedules: representations, indemnification, payment terms and conditions to close.
Closing
Financing, landlord and other consents, and the signing and funding of the deal.
Transition
Handover of staff, systems and relationships, and any seller-note or earn-out payments afterward.