andrieuxlaw

How Probate Can Sink the Sale of Your Dental Practice

Tue, 21 Apr 2026 13:20:49 GMT

Selling a dental practice is already a complex process involving valuation, negotiations, regulatory compliance, and careful transition planning. When probate enters the picture, however, that complexity can multiply quickly, often in ways that reduce the value of the practice, delay the sale, and create unnecessary stress for heirs and buyers alike.

What is Probate?

Probate is the legal process through which a deceased person’s assets are distributed under court supervision. If a dentist passes away without a clear succession plan or trust structure in place, their practice typically becomes part of the probate estate. That means the sale of the practice is no longer a private business transaction. It becomes subject to court timelines, approvals, and potential disputes.

Delays That Kill Momentum

Dental practice sales are highly time-sensitive. Patients need continuity of care, staff need stability, and buyers want a smooth transition. Probate can delay the sale for months or even years because the court must appoint an executor or administrator, assets must be formally inventoried and appraised, and court approval may be required before any sale proceeds. During this time, the practice may lose patients, revenue, and goodwill—key drivers of its overall value.

Decline in Practice Value

A dental practice is not a static asset. Its value depends heavily on active patient relationships, consistent cash flow, and the reputation and presence of the dentist. If the owner is no longer practicing and probate delays a sale, patients may drift away, production may drop, and referral networks can weaken. This erosion can significantly reduce the final sale price.

Loss of Confidentiality

Practice sales are typically handled with discretion. Probate, however, is a public process. Financial details, valuations, and even the intent to sell the practice may become part of the public record. This loss of confidentiality can alarm patients and staff, invite competitors to target your patient base, and complicate negotiations with potential buyers.

Increased Legal and Administrative Costs

Probate isn’t just slow, it’s expensive. Legal fees, court costs, accounting expenses, and administrative overhead can add up quickly. These costs are typically paid out of the estate, effectively reducing the net proceeds from the eventual sale of the practice.

Risk of Disputes Among Heirs

If multiple heirs are involved, disagreements can arise over the timing of the sale, the acceptable sale price, and even whether to sell the practice at all. Such disputes can stall decision-making and further delay the transaction, sometimes leading to court intervention.

Limited Buyer Confidence

Buyers prefer certainty. When a practice is tied up in probate, it introduces risk: unclear authority to finalize the sale, potential for legal challenges, and unpredictable timelines to name a few. As a result, some buyers may walk away entirely, while others may lower their offers to compensate for the added risk.

How to Avoid These Pitfalls

The good news is that these issues are largely preventable with proper planning. Dentists can and should take the following steps:

Establish a revocable living trust to bypass probate;
Create a clear succession or transition plan;
Designate a trusted individual to manage or sell the practice; and
Work with legal and financial advisors familiar with healthcare practices.

Your dental practice is likely one of your most valuable assets, not just financially, but as a legacy of your professional life. Allowing it to become entangled in probate can undermine everything you’ve built. By planning ahead, you can ensure that if the unexpected happens, your practice is sold efficiently, your patients are cared for, and your family receives the full value of your life’s work.

Questions or comments? Please contact us at (646) 213-9044 or info@andrieuxlaw.com .

UPDATE: Texas Court Ruling Blocks FinCEN Real Estate AML Rule

Thu, 26 Mar 2026 20:44:33 GMT

The decision in Flowers Title Companies, LLC v. Bessent (E.D. Tex. Mar. 19, 2026) has had an immediate and significant impact on FinCEN’s Anti-Money Laundering (AML) Residential Real Estate Reporting Rule, effectively halting its implementation nationwide. At least for now.

Rule Vacated in Its Entirety

The court vacated (set aside) the rule in full, meaning the AML reporting requirements for covered real estate transactions are no longer legally in force. This includes obligations on title companies, attorneys, and settlement agents. The court held that FinCEN exceeded its authority under the Bank Secrecy Act, making the rule invalid.

Immediate Suspension of Reporting Obligations

Following the ruling, FinCEN confirmed that there is currently no requirement to file real estate reports and there will be no liability for failing to report while the decision remains in effect. In practical terms, the compliance regime that began on March 1, 2026 is now paused.

Nationwide Impact (Not Just Texas)

The court’s order vacated the rule nationwide, not just for the parties involved. This means all “reporting persons” across the U.S. are currently relieved from compliance obligations. The regulatory framework has reverted to the pre-rule environment (i.e., no comprehensive nationwide reporting requirement for these transactions).

Legal Reasoning: Limits on FinCEN Authority

The court’s reasoning has broader implications. Specifically, the Bank Secrecy Act does not authorize blanket reporting of all non-financed real estate transactions, and as such, FinCEN cannot impose obligations on non-financial institutions in the manner attempted. Moreover, the rule improperly treated all covered transactions as inherently suspicious. This reasoning could constrain future AML rulemaking beyond real estate.

Ongoing Uncertainty (Appeals Likely)

Despite the immediate impact, the situation remains fluid. The government is expected to appeal and a court could stay (pause) the ruling, which would reinstate the rule temporarily. Other courts have already issued conflicting decisions, increasing the likelihood of appellate resolution.

Practical Implications

Short-term: Reporting is not currently required and compliance deadlines are effectively on hold.

Medium-term: Firms should continue collecting data where feasible in case the rule is reinstated and compliance programs should remain flexible and ready to react.

Long-term: The case may reshape how far FinCEN can extend AML obligations into non-bank sectors, including real estate.

The March 19, 2026 Flowers ruling effectively shuts down FinCEN’s Real Estate AML Reporting Rule for now, removing immediate compliance obligations. However, because the decision is likely to be appealed and could be reversed or stayed, the rule is best viewed as paused but not permanently dead.

Questions or comments? Please contact us at (646) 213-9044 or info@andrieuxlaw.com .

Benefits of Forming a Business Entity

Fri, 13 Mar 2026 14:45:24 GMT

Starting a business is an exciting step, but one of the most important early decisions an entrepreneur makes is whether to formally establish a business entity. While some individuals begin as sole proprietors by default, forming a legal structure such as a corporation or limited liability company (LLC) can provide significant financial, legal, and operational advantages. Choosing the right entity lays a foundation for long-term stability and growth.

Limited Liability Protection

One of the primary benefits of forming a business entity is personal liability protection. When operating as a sole proprietor, there is no legal distinction between the owner and the business. This means personal assets such as a home, savings, or vehicles may be at risk if the business faces lawsuits or debt.

By contrast, forming an entity creates a separate legal identity. Business structures such as corporations or LLCs generally shield owners from personal responsibility for business obligations, provided legal formalities are maintained. This separation significantly reduces personal financial exposure and encourages responsible risk-taking.

Tax Advantages and Flexibility

Forming a business entity may offer meaningful tax benefits. Different structures are taxed in different ways, allowing owners to select an arrangement aligned with their financial goals. For example, an LLC typically benefits from pass-through taxation, meaning profits and losses are reported on the owners’ personal tax returns, avoiding double taxation. Alternatively, some businesses elect S corporation status to potentially reduce self-employment taxes. Larger enterprises may choose a C corporation to retain earnings for expansion, though this structure involves taxation at both the corporate level and the personal level. This flexibility to choose how a business is taxed can lead to significant savings and strategic advantages over time.

Enhanced Credibility and Professional Image

Forming a business entity can improve credibility with customers, vendors, and financial institutions. Operating under a registered business name and formal structure signals professionalism and long-term commitment. Clients and partners often feel more confident entering contracts with a legally recognized company rather than an individual. Additionally, banks and investors are more likely to provide funding to established entities, especially corporations or LLCs with proper documentation and governance structures.

Easier Access to Capital

Raising capital is often easier when a business is formally structured. Corporations, in particular, can issue shares of stock to attract investors. While LLCs cannot issue stock in the same way, they can admit new members and allocate ownership interests. A structured entity also allows for clearer financial reporting, ownership percentages, and profit distribution agreements—elements that investors and lenders require before committing funds.

Continuity and Transferability

Another major advantage is continuity. Sole proprietorships typically dissolve upon the owner’s death or departure. In contrast, corporations and LLCs can continue operating regardless of changes in ownership. Ownership interests can be transferred or sold, making succession planning and exit strategies more manageable. This continuity enhances business stability and long-term planning.

Structured Management and Growth

Formal entities provide a framework for governance and decision-making. Corporations, for instance, establish roles such as directors and officers, creating clear lines of authority. LLCs can define management structures in operating agreements, reducing ambiguity and potential disputes. As a company grows, this structure becomes increasingly valuable. It clarifies responsibilities, protects stakeholder interests, and supports scalable operations.

Conclusion

Forming a business entity is more than a bureaucratic step; it is a strategic decision that influences liability protection, tax treatment, credibility, funding opportunities, and long-term sustainability. While each structure has distinct advantages and regulatory requirements, establishing a formal entity provides entrepreneurs with a stronger legal and financial foundation. Careful planning and professional guidance can ensure that the chosen structure aligns with your business’s goals and growth trajectory.

Questions or comments? Please contact us at (646) 213-9044 or info@andrieuxlaw.com .

FinCEN Anti-Money Laundering Real Estate Reporting Rule Now in Effect

Sun, 01 Mar 2026 20:40:27 GMT

The U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) has officially implemented its long-anticipated Residential Real Estate Reporting Rule, marking a significant expansion of anti-money laundering (AML) requirements in the real estate sector.

Effective March 1, 2026, the rule introduces a nationwide reporting regime targeting certain high-risk real estate transactions—particularly those historically used to obscure beneficial ownership and facilitate illicit financial activity.

Key Highlights

1. Scope of Covered Transactions. The rule applies to non-financed (all-cash or privately financed) transfers of U.S. residential real estate where the buyer is a legal entity or trust.

Includes LLCs, corporations, partnerships, and trusts.
Covers residential properties such as 1-4 family homes, condos, co-ops, and certain vacant land.
No minimum purchase threshold applies.

2. Reporting Obligations. Designated “reporting persons” (e.g., settlement agents, title companies, attorneys) must file a Real Estate Report with FinCEN.

Reports must disclose beneficial ownership information.
Filing deadline: generally, within 30 days of closing.

3. Focus on Transparency. The rule specifically targets transactions that bypass traditional financial institution oversight—closing a long-standing regulatory gap in AML enforcement.

4. Replacement of Geographic Targeting Orders (GTOs). The rule replaces prior GTOs (which targeted similar all-cash transactions in specific cities, such as New York and Miami) with a permanent, nationwide framework, eliminating geographic limitations and expanding coverage.

Recent Developments

The rule was delayed from its original December 2025 effective date to allow additional time for industry compliance.

Implementation has not been without controversy, including legal challenges and evolving regulatory interpretations, highlighting the complexity of applying AML obligations to real estate transactions.

Practical Implications

Real estate professionals must update compliance programs, train staff, and identify reporting responsibilities in each transaction. Buyers using entities or trusts should expect increased scrutiny and disclosure requirements. Legal and compliance teams should align this rule with broader obligations, including FinCEN’s Corporate Transparency Act reporting (where applicable).

FinCEN’s new rule represents a major shift toward greater transparency in U.S. real estate transactions, particularly those involving opaque ownership structures and cash purchases. Market participants should ensure they understand the scope, reporting triggers, and operational impact to avoid compliance risks.

Questions or comments? Please contact us at (646) 213-9044 or info@andrieuxlaw.com .

Patient Abandonment in Healthcare Practices: Legal, Ethical, and Clinical Implications

Mon, 16 Feb 2026 14:38:02 GMT

Patient abandonment is one of the most serious allegations that can be made against a healthcare professional. It sits at the intersection of ethics, law, and patient safety—and when mishandled, it can result in professional discipline, malpractice claims, and harm to patients. Understanding what constitutes abandonment, how to prevent it, and how to properly terminate a patient relationship is essential for every healthcare practice.

What Is Patient Abandonment?

Patient abandonment occurs when a healthcare provider unilaterally terminates the provider-patient relationship without reasonable notice or a reasonable opportunity for the patient to secure alternative care, especially when ongoing medical attention is necessary. Accordingly, for a termination of care to constitute abandonment, two elements are typically required: (1) an established provider-patient relationship, and (2) withdrawal from care at a critical stage without adequate notice or transition. However, not every termination of care is abandonment. Providers have the right to end a professional relationship under appropriate circumstances, if done correctly.

When Does a Provider–Patient Relationship Exist?

A provider–patient relationship is generally formed when:

A provider affirmatively agrees to diagnose or treat a patient;
A patient reasonably relies on the provider’s professional services; and
Care has been initiated (e.g., treatment plans, prescriptions, follow-up appointments).

Once established, the provider assumes a duty of care that continues until it is properly terminated.

Common Scenarios That Lead to Abandonment Claims

Abandonment claims often arise in situations such as:

Failure to provide follow-up care after surgery or treatment;
Ignoring repeated missed or cancelled appointments without formal discharge procedures;
Closing a practice without proper patient notification;
Failure to respond to urgent patient calls during active treatment; and
Refusal to continue care without notice, particularly in chronic or high-risk cases.

Ethical Considerations

Ethically, abandonment undermines core principles of healthcare such as acting in the patient’s best interest, avoiding harm, and honoring professional commitments. Even when a patient is non-compliant, disruptive, or unable to pay, providers must follow structured and documented termination procedures.

Legal Consequences

If abandonment is established, providers may face:

Malpractice lawsuits;
Licensure board investigations;
Professional discipline;
Financial damages; and/or
Reputational harm

Among other factors, courts may examine whether:

The patient required ongoing care;
The provider gave adequate written notice;
The patient was given sufficient time to secure another provider; and
The provider offered emergency coverage during the transition.

The standard for “reasonable notice” varies by jurisdiction and clinical context but is often 30 days for non-emergent cases.

Proper Termination of the Provider-Patient Relationship

To minimize risk, healthcare practices should implement clear termination protocols:

1. Provide written notice. Send a formal letter stating:

The effective date of termination;
The reason (optional but advisable if neutral and factual); and
The timeframe during which emergency care will continue.

2. Allow adequate time for transition. Typically, 30 days, though urgent or specialty cases may require more time.

3. Offer referral resources. While not always legally required, offering assistance in locating alternative care demonstrates good faith.

4. Facilitate the transfer of patient records. Provide instructions on how records can be released promptly upon request.

5. Document everything. Maintain detailed records of:

Patient behavior (if relevant);
Missed/cancelled appointments;
Communication attempts; and
Copies of termination notices.

Special Considerations in Group Practices

When a provider leaves a group practice, questions arise about who “owns” the patient relationship. Courts often consider:

Who billed for services;
How the patient perceives the relationship; and
The terms of any contractual agreements.

In any event, clear employment contracts and patient communication are critical during transitions.

Risk Management Strategies

Healthcare organizations can reduce patient abandonment risk by:

Developing written termination policies;
Training staff on communication standards;
Implementing consistent documentation practices;
Ensuring coverage during vacations or provider departures;
Consulting legal counsel before terminating complex cases.

Conclusion

Patient abandonment is not merely a legal technicality—it is a patient safety issue with serious ethical and professional implications. While providers are not obligated to treat every patient indefinitely, they must disengage from care responsibly.

Clear policies, careful documentation, and thoughtful communication are the cornerstones of preventing abandonment claims. When handled properly, termination of care can protect both patients and providers, preserving trust, safety, and professional integrity.

Questions or comments? Please contact us at (646) 213-9044 or info@andrieuxlaw.com .

Why Arbitration Is Often the Better Choice for Business Contract Disputes

Sat, 17 Jan 2026 14:41:52 GMT

In modern commerce, disputes are sometimes unavoidable. Even well-drafted contracts cannot prevent every disagreement about performance, payment, or interpretation. When conflicts arise, businesses must choose how those disputes will be resolved. Increasingly, companies are opting for arbitration rather than traditional courtroom litigation, and for good reason. Arbitration offers a faster, more efficient, and more specialized path to resolving business conflicts while preserving valuable commercial relationships.

One of the most significant advantages of arbitration is speed. Court litigation can take years to resolve due to congested dockets, procedural delays, and multiple layers of appeals. Arbitration, by contrast, is designed to move quickly. Parties typically set their own timelines with the arbitrator, hearings can be scheduled sooner than court trials, and the procedural framework is streamlined. For businesses that need certainty and closure to move forward, this efficiency is invaluable.

Cost is another critical factor. Litigation often involves extensive discovery, numerous motions, and prolonged court proceedings, all of which drive up legal fees and operational disruption. Arbitration generally limits discovery and procedural formalities, which can substantially reduce costs. While arbitrators’ fees must be paid by the parties, the overall expense of arbitration is often lower because disputes are resolved more quickly and with fewer procedural hurdles.

Arbitration also provides expertise that courts may lack. In litigation, judges and juries may not have specialized knowledge of the industry involved in the dispute. Arbitration allows parties to select an arbitrator with relevant experience, whether in healthcare, finance, construction, technology, or another complex sector. This expertise can lead to more informed decisions and a better understanding of the commercial context of the dispute.

Confidentiality is another important advantage. Court proceedings are typically public, meaning sensitive business information may become part of the public record. Arbitration proceedings, however, are generally private. This privacy helps protect trade secrets, proprietary information, and reputational interests, which is an especially important consideration for companies operating in competitive markets.

Additionally, arbitration offers greater flexibility and control. Parties can tailor procedures to fit the needs of the dispute, including selecting the governing rules, the location of the arbitration, and the qualifications of the arbitrator. This level of customization allows businesses to design a dispute-resolution process that aligns with their operational priorities.

Finally, arbitration can help preserve business relationships. Litigation is often adversarial and public, which can permanently damage commercial partnerships. Arbitration’s private and less formal setting may encourage cooperation and facilitate settlements, allowing parties to resolve disputes without completely destroying the possibility of future collaboration.

Of course, arbitration is not perfect. Limited appeal rights mean that an unfavorable decision is usually final, and in some cases the cost savings may not be as significant as anticipated. Nevertheless, for many business contracts, the benefits of arbitration—speed, efficiency, expertise, confidentiality, and flexibility—make it an attractive alternative to litigation.

Questions or comments? Please contact us at (646) 213-9044 or info@andrieuxlaw.com .

Avoiding Patient Abandonment Claims

Fri, 01 Aug 2025 07:47:06 GMT

Question

As you are aware, we are in the process of closing down our dental practice. We understand that continuity of care is of the utmost importance. In order to avoid patient abandonment claims, please provide guidance regarding the following:

Is it enough to provide written notice of the shutdown to patients? Is there a specific timeframe that should be respected?
Is it sufficient for the notice to state “a list of alternative providers will be provided upon request” or must we recommend a specific provider? In other words, does offering the referral only upon request meet the standard of care in New York?
If we do recommend a specific provider, must we refer only one provider and does this dentist to have accept the patient in advance?
Besides offering access to dental records, are there any further obligations to ensure continuity of care?

– Client of Andrieux Law, PLLC

Response

Thank you for your questions, which I will answer in turn. Please note that my responses apply only to New York, and other states may have additional or differing standards.

Is It Enough to Provide Written Notice of The Shutdown to Patients? Is There a Specific Timeframe that Should Be Respected?

The law does not provide a specific time frame for advance notice, but 30 days or more is typical.

Is It Sufficient for The Notice to State “a List of Alternative Providers Will Be Provided upon Request” or Must We Recommend a Specific Provider?

Upon request should be sufficient, as you are not legally required to recommend specific providers. However, since you must act reasonably to help patients find care, the notice should refer patients to resources they can use to find a new provider, e.g., the patients’ health insurance provider and/or a local dental association.

If We Do Recommend a Specific Provider, Must We Refer only One Provider and Does This Dentist to Have Accept the Patient in Advance?

If you recommend a new provider, this dentist is not required to accept the case in advance. The referral and recommendation is enough. However, if your patient requires emergency care, you may want to remain involved until a new provider has taken over the case (this speaks to the reasonableness of your actions in helping patients find care).

Besides Offering Access to Dental Records, Are There Any Further Obligations to Ensure Continuity of Care?

NYS Assembly Bill 2021-A1885 (which has not yet become law) aims to clarify what constitutes patient abandonment. It states:

If a licensed [healthcare provider] having established a primary care relationship with a patient chooses to no longer treat the patient in the capacity as the patient’s [healthcare provider], such [healthcare provider] shall provide notice to the patient not less than ninety days prior to the cessation of the provision of services. Such notice shall include information as to how the patient can obtain his or her [health] records or how the records can be transferred to another [healthcare provider]. The [healthcare provider] may include in the notice information identifying other physicians.”

I include this excerpt from the proposed law to serve merely as a guideline to avoiding patient abandonment claims. Please note that since the bill has not been passed into law, at least 30 days’ notice remains the industry standard.

Questions or comments? Please contact us at  (646) 213-9044  or  info@andrieuxlaw.com  .

What is the WARN Act?

Wed, 04 Jun 2025 07:52:33 GMT

Under the New York Worker Adjustment and Retraining Notification (WARN) Act, if you employ 50 or more individuals, 90 days’ written notice is required if at least 25 employees will experience certain types of employment losses, including more than a 50% reduction in hours per month for a 6-month period or a furlough/layoff lasting more than 6 months. Notice must also be given to the affected employees and/or their representatives, the New York Department of Labor, and the Local Workforce Investment Board. Failing to comply with the WARN Act can result in liability for back wages and lost benefits, as well as civil penalties.

The WARN Act does not apply if the reduction in hours or furlough/layoff is carried out as part of a Shared Work Program through the NY Department of Labor, in which the employees receive unemployment benefits to partially compensate for their reduced wages. However, the WARN Act will apply if the wage reductions or furloughs/layoffs persist after the Shared Work Program ends. There is also a limited exception to the 90-day notice requirement for unforeseeable business circumstances. An unforeseeable circumstance must not have been reasonably foreseeable when the 90-day notice would have been required (for example, if the clinic’s major funding source collapses suddenly and without warning). Even in these situations, employers are still required to provide as much notice as practicable.

For our out-of-state readers, the Federal WARN Act which applies to employers with 100 or more employees and requires 60 days’ written notice.

Questions or comments? Please contact us at  (646) 213-9044  or  info@andrieuxlaw.com  .

Understanding Pay Reductions and Furloughs

Thu, 15 May 2025 07:57:02 GMT

Client Question

We opened the clinic, but have fewer patients than anticipated. The management board wants to send employees on unpaid leave and require them to be available to return with 24 hours’ notice. Is this allowed?

– Client of Andrieux Law, PLLC

Attorney Response

An employer cannot force unpaid leave and require employees to return on demand. However, reductions in pay or work hours, negotiating voluntary unpaid leave, and temporary furloughs are permitted (subject to applicable notice requirements). Any such changes should be made across the entire clinic, based on legitimate business needs, as making pay or hour reductions for only some individuals creates the risk of discrimination and other legal claims.

New York is an “at-will” state, meaning that either party can terminate the employment relationship for any reason, as long as it is not illegal. Therefore, asking employees to perform the same amount of work for less money can create morale problems or cause employees to simply quit. One way to deal with this is to increase the number of paid vacation days or holidays. But remember, increasing the number of vacation days may also increase the number of accrued, unpaid vacation days owed to any departing employee. Where there’s an employment agreement in place, a reduction in pay may constitute a material change in the terms of the agreement and create grounds for termination by the employee, or worse, a breach of contract claim.

Pay reductions are subject to minimum wage restrictions for hourly employees (“Nonexempt Employees”) and minimum salary restrictions for certain salaried employees exempt from minimum wage requirements (“Exempt Employees”)—e.g., professional or executive staff. As long as you continue to pay Nonexempt Employees the minimum hourly wage when they do work, you generally may reduce their hours at your discretion, including by means of furlough or layoff. However, reducing the salaries and hours of Exempt Employees is more complicated because under the labor laws, an Exempt Employee’s salary is not subject to reduction, i.e., an Exempt Employee must receive the same amount of compensation regardless of the amount of hours they work. Therefore, if an Exempt Employee performs any work—no matter how little—during the workweek, their full salary must be paid.

Exempt Employees can be furloughed without pay in week-long increments (for example, one week per month for the next 4 months) without violating New York labor laws. As long the employee performs no work for an entire week, there is no legal obligation to pay the employee for that week. During the furlough period, however, the performance of even a minimum amount of work, such as checking emails or receiving phone calls, could require payment of the employee’s full weekly salary. For this reason, it is critical to ensure that furloughed employees are not performing any work during the furlough period. At a minimum, employees should sign a statement that they will not perform any work while on furlough. You should also consider disabling any furloughed employees’ email access or taking possession of laptops and mobile phones provided by the company.

Note: Consider applying for the New York State Shared Work Program (https://dol.ny.gov/shared-work-program-0), which provides for partial unemployment insurance for full-time employees whose weekly hours have been reduced by 20% to 60%. Regular unemployment benefits may be available to employees whose hours have been reduced by less than 20% or more than 60%, and to employees who have been furloughed (for the period of furlough) or laid off. A furlough that lasts more than 6 months is generally considered a permanent layoff.

Questions or comments? Please contact us at  (646) 213-9044  or  info@andrieuxlaw.com  .

Buying Real Estate Costs More Than Just the Purchase Price

Mon, 07 Apr 2025 08:03:18 GMT

CLOSING COSTS PAID BY THE BUYER

In addition to the purchase price of the property, buyers should be prepared to pay certain out-of-pocket expenses at or prior to the closing. The most typical of these include:

Attorneys’ fees: Charged by your real estate attorney to prepare and review the contract of sale and perform title clearance activities.

Courier fee: Paid to the title closer for the transportation of paper documents.

Property inspection: Even if an inspection isn’t required, it’s wise to get one to help uncover any issues with the property before you buy it.

Property insurance: Protects against physical damage to your property and personal belongings due to fire, wind, and other perils; and other risks that occur after you purchase the property, such as theft or injury to a third party.

Property taxes: If the seller has paid property taxes for a period beyond the closing date, you can expect to reimburse the seller your pro rata share of such payment.

Recording fee: Charged by the county for recording public land records, such as deeds and mortgages.

Survey fee: Charged by a surveying company to confirm a property’s boundaries.

Title insurance: Protects against financial losses arising from issues with the property’s title, such as liens (e.g., unpaid taxes, mortgages), encroachments (e.g., a neighbor’s fence on your property), title defects (e.g., errors in public records). title fraud, and other ownership disputes that existed before you bought the property.

Title searches: The buyer is responsible for hiring a title company to search property records to ensure there aren’t any known issues with the property’s title, such as judgment or tax liens.

CLOSING COSTS PAID BY THE SELLER

Although buyers bear the bulk of closing costs, sellers don’t get off scot-free. As a seller, you’ll typically pay your own attorneys’ fees; your pro rata share of property taxes if, as of the closing date, you haven’t paid the taxes for the current period; and a transfer tax imposed by the state to transfer title to the buyer.

Questions or comments? Please contact us at  (646) 213-9044  or  info@andrieuxlaw.com  .

What Does a HIPAA Audit Entail?

Thu, 27 Mar 2025 08:12:19 GMT

During a HIPAA audit, the Office for Civil Rights (OCR) examines an organization’s compliance with the Health Insurance Portability and Accountability Act of 1996 (HIPAA), focusing on policies, procedures, and practices related to protecting patient information, including administrative, physical, and technical safeguards. The following is an overview of what the OCR looks for in a HIPAA audit:

Policies and Procedures. Review of written policies related to HIPAA, including Privacy, Security, and Breach Notification Rules.
Administrative Safeguards. Assessment of data access management, employee training on HIPAA, and security policy implementation.
Physical Safeguards. Evaluation of physical security for protecting both electronic and paper health information.
Technical Safeguards. Review of technologies used to protect electronic health information (ePHI), such as encryption and access controls.
Training. Confirmation that staff are properly trained on HIPAA regulations and the organization’s policies.
Breach Notification Procedures. Examination of processes for detecting, investigating, and reporting HIPAA breaches.
Audit Trails. Checking if audit trails are maintained to monitor access to ePHI.
Risk Analysis. Assessment to ensure a thorough risk analysis is done to find and reduce vulnerabilities.
Compliance with Specific Requirements. The OCR may focus on specific requirements of the Privacy, Security, or Breach Notification Rules, or may examine a broader scope of requirements.

HIPAA violations can result in both civil and criminal penalties, including fines ranging from $141 to over $2 million, and even potential imprisonment for intentional violations. Avoid these excessive consequences of non-compliance: It all starts with your HIPAA policies and procedures, which will guide your practice in tackling the issues listed above to become (and stay) HIPAA compliant.

Questions or concerns about your HIPAA compliance practices? Please contact us at  (646) 213-9044  or  info@andrieuxlaw.com  .

CTA/BOI Reporting Update

Tue, 25 Feb 2025 08:20:10 GMT

Beneficial ownership information (“BOI”) reporting under the Corporate Transparency Act has been reinstated after the nationwide injunction in the Smith case was stayed on February 17, 2025. For most reporting companies, the new deadline to file a BOI report is now March 21, 2025.

The U.S. Department of Treasury’s Financial Crimes Enforcement Network (“FinCEN”) is evaluating potential exemptions for so-called “low-risk entities” and assessing options to further modify deadlines (while prioritizing reporting for entities that pose the most significant risks to national security). However, FinCEN has not yet provided any details or additional guidance.

Although the House of Representatives has passed a bipartisan bill to extend the deadline to January 1, 2026, the Senate has yet to act. So, there is no guarantee that this extension will become law.

Accordingly, businesses should not rely on court rulings or pending legislation for relief. If the deadline holds, last-minute filers may face system overloads and risk penalties for late filings or non-compliance.

Questions or comments? Please contact us at  (646) 213-9044  or  info@andrieuxlaw.com  .

HIPAA Penalties Are Real!

Fri, 14 Feb 2025 08:23:47 GMT

In December, the U.S Department of Health and Human Services Office of Civil Rights (“OCR”) imposed a civil penalty of $548,265 against a healthcare facility (the “Facility”) in Colorado for a series of HIPAA violations.

The first violation stemmed from a data breach in 2017 resulting from a phishing attack that compromised an employee’s email account. OCR’s investigation revealed that the breach occurred because the 2-factor authentication (“2FA”) feature on the employee’s email account had been disabled by the IT department and was not reactivated. While 2FA is not explicitly required by HIPAA (it is, however, recommended to add an extra layer of security by requiring multiple login credentials to access data), it was the method of security chosen by the Facility and was not properly enabled at the time of the attack. According to OCR, the second breach occurred in 2020 because two employees granted unknown third parties access to their email accounts by accepting 2FA access requests that neither employee initiated.

OCR also determined that the Facility violated HIPAA by failing to train nursing students on clinical rotation who had access to PHI, as well as failing to complete a risk analysis to determine the risks and vulnerabilities to ePHI in the organization’s information technology systems. Among other things, risk analyses are intended to discover and address precisely these types of issues, i.e., whether 2FA (or any other security tools) are disabled or otherwise not functioning as they should, or whether employees are properly safeguarding access to data.

The Facility is now liable for over half-a-million dollars for failing to implement HIPAA-mandated policies and procedures, which are designed to prevent incidents like these. Simply having appropriate HIPAA documentation and training programs in place could have saved the Facility from much, if not all, of the liability here, even if the breaches nevertheless occurred. After all, accidents do happen. But if they happen because you weren’t prepared, that’s when you face a fortune in fines from the OCR.

Questions or concerns about your HIPAA compliance practices? Please contact us at  (646) 213-9044  or  info@andrieuxlaw.com  .

Not So Fast, SCOTUS!

Fri, 24 Jan 2025 08:27:00 GMT

Earlier this week, we reported that the Supreme Court of the United States (“SCOTUS”) granted the Department of Justice’s (“DOJ”) December 31, 2024 petition to stay the nationwide injunction blocking enforcement of the CTA and its beneficial ownership information reporting (“BOIR”) requirement. That injunction was originally issued by the U.S. District Court for the Northern District of Texas in the case, Texas Top Cop Shop, Inc. v. Garland. The stay would have reinstated the BOIR requirement. However, on January 7, 2025, a different district court in Texas enjoined the reporting requirement in the case, Smith v. United States Department of the Treasury. That injunction, issued in the Eastern District of Texas, also applies nationwide and the DOJ has not appealed it as of yet.

What’s this mean for the CTA and the BOIR requirement? The Department of Treasury’s Financial Crimes Enforcement Network (“FinCEN”), which is responsible for implementing the BOIR requirement, has confirmed that despite the SCOTUS ruling staying the nationwide injunction issued in Texas Top Cop Shop, Inc., the nationwide injunction in Smith remains very much in effect. Thus, the reporting requirement is merely VOLUNTARY once again.

As always, we will continue to track the CTA saga and keep our readers up-to-date with any new developments. Nevertheless, given the mayhem surrounding BOIR and the potential for deadlines to resume quickly, we strongly recommend voluntary filing.

Questions or comments? Please contact us at  (646) 213-9044  or  info@andrieuxlaw.com  .

They’re Baaaaack! SCOTUS Stays Injunction of CTA and BOI Rule

Thu, 23 Jan 2025 08:30:36 GMT

Today, the U.S. Supreme Court ordered a stay of the nationwide injunction preventing enforcement of the Corporate Transparency Act and its requirement for businesses to report their beneficial ownership information to the Financial Crimes Enforcement Network (“FinCEN”). Though the reporting requirement has been reinstated, FinCEN has not yet provided any instructions or deadlines for the resumption. We will continue to monitor the situation and keep you informed.

In any event, given the uncertainty of the filing deadline, we recommend that companies file their beneficial ownership information reports as soon as possible to avoid the harsh penalties for non-compliance. Penalties include civil fines of up to $591 per day, and (in the worst cases) criminal penalties of up to 2 years imprisonment and a fine of up to $10,000.

Questions or comments? Please contact us at  (646) 213-9044  or  info@andrieuxlaw.com  .

SCOTUS Gets Involved in CTA Litigation

Tue, 07 Jan 2025 08:35:19 GMT

Around and around we go! On December 26, 2024, the Supreme Court of the United States (“SCOTUS”) lifted the emergency stay of the nationwide injunction granted by the Fifth Circuit just 3 days earlier. In the latest installment of the CTA saga, the Department of Justice (“DOJ”) filed a petition on New Years’ Eve to once again reinstate the stay. Plaintiff’s response to the DOJ’s petition is due January 10, 2025, with the Court’s decision expected shortly thereafter.

In the meantime, the preliminary injunction remains in effect and reporting companies will not face liability for failing to file beneficial ownership information (“BOI”) reports, though they may continue to do so voluntarily. If SCOTUS grants the DOJ’s request to reinstate the stay, the BOI reporting requirement could be reinstated immediately. The most recent deadline was set for January 13, 2025, but this is likely to

be extended.

As we anxiously await SCOTUS’s decision, we suggest you continue gathering the information necessary to prepare your BOI reports in case the filing requirement resumes. We will continue to monitor the situation and keep you apprised of new developments.

Questions or comments? Please contact us at  (646) 213-9044  or  info@andrieuxlaw.com  .

Update on CTA Litigation and Filing Deadlines

Tue, 24 Dec 2024 08:39:54 GMT

In what has been a hectic month for the CTA and its upcoming filing deadline, we now have another dramatic turn of events in the 11th hour. This is less than ideal considering the CTA requires nearly every business in the U.S. to submit beneficial ownership information for the first time.

On Monday, the U.S. Court of Appeals for the Fifth Circuit granted the government’s emergency motion to stay the nationwide preliminary injunction on enforcement of the CTA, finding that the government is likely to prevail in its argument that the CTA is constitutional. The injunction, which was issued on December 3, 2024 in the U.S District Court for the Eastern District of Texas, halted the mandatory filing of beneficial ownership information by businesses created or registered in the U.S.

Following Monday’s decision, the filing requirement has been reinstated pending the outcome of the government’s appeal of the injunction. However, in light of the period the injunction was in effect, the government has extended the filing deadline for reporting companies as follows:

Companies created or registered prior to January 1, 2024: January 13, 2025.
Companies created or registered from January 1, 2024 through September 3, 2024: Within 90 days of creation or registration.
Companies created or registered from September 4, 2024 through September 24, 2024: January 13, 2025.
Companies created or registered from September 25, 2024 through December 2, 2024: Within 90 days of creation or registration.
Companies created or registered from December 3, 2024 through December 23, 2024: Additional 21 days from original filing deadline.
Companies created or registered from December 24, 2024 through December 31, 2024: Within 90 days of creation or registration.
Companies created or registered on or after January 1, 2025: Within 30 days of creation or registration.

The Fifth Circuit has also ordered an expedited review of the government’s appeal, now awaiting the next available panel to hear the parties’ oral arguments. As for the future of the CTA, the appeal will merely determine whether the law may be enjoined until final resolution of the underlying case. The judgment in that case will decide the true fate of the CTA: Should the plaintiffs prevail, enforcement of the CTA will likely be permanently enjoined, leaving it to the government to rework its provisions or abandon it altogether.

In the meantime, be sure to submit your beneficial ownership information reports on time to avoid significant penalties for non-compliance.

Questions or comments? Please contact us at  (646) 213-9044  or  info@andrieuxlaw.com  .

Follow-Up on the CTA Injunction

Mon, 16 Dec 2024 08:44:43 GMT

On December 5, 2024, the Department of Justice (“DOJ”) appealed the December 3, 2024 decision issued by a Texas federal court in Texas Top Cop Shop, Inc., et al. v. Garland, et al. enjoining enforcement of the Corporate Transparency Act (“CTA”) and its Beneficial Ownership Information Reporting Rule (“BOI Rule”). The following week, on December 13, 2024, the DOJ filed an emergency motion in the 5th Circuit Court of Appeals to stay the injunction pending the outcome of its appeal. The government has requested a ruling on the motion by December 27, 2024 in an effort to restore the intended January 1, 2025 filing deadline. Accordingly, the court has set the deadline for the plaintiffs’ opposition to the government’s motion as December 16, 2024.

While the injunction is in effect, reporting companies will not be subject to liability for failing to file beneficial ownership information with the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”). They may, however, continue to voluntarily submit beneficial ownership information reports. If the injunction is lifted, those companies that have not yet filed may be given a reasonable amount of time to comply, either by court order or guidance from FinCEN. However, until such order or specific guidance is provided, it is left to reporting companies to decide whether to file now or wait to see how the court case plays out.

As the country awaits the court’s decision whether or not to stay the injunction, and the fate of the CTA in general, it bears mentioning the harsh penalties for failure to comply with the BOI Rule: These include civil penalties of up to $591 per day, and criminal penalties of up to 2 years imprisonment and a fine of up to $10,000.

Questions or comments? Please contact us at  (646) 213-9044  or  info@andrieuxlaw.com  .

Texas Courts Are at it Again: Federal Court Enjoins CTA and BOI Rule

Mon, 09 Dec 2024 08:51:53 GMT

On December 3, 2024, Judge Mazzant of the U.S. District Court for the Eastern District of Texas issued a nationwide preliminary injunction against enforcement of the Corporate Transparency Act of 2024 (“CTA”), including a stay of its Beneficial Ownership Information Reporting Rule (“BOI Rule”). The BOI Rule requires legal entities formed or registered to do business in the U.S. to report ownership information to the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) on or before January 1, 2025. Because of the injunction, the CTA and BOI Rule are paused pending the outcome of the lawsuit, and businesses need not comply with reporting requirements at this time. However, the Department of Justice has appealed the decision to the 5th Circuit Court of Appeals, where the government will presumably request that the decision be reversed or applied only to the parties in that particular case.

While the fate of the CTA and BOI Rule hangs in the balance, business owners in New York are not off the hook just yet. New York is slated to implement its own beneficial ownership reporting requirement, the so-called “New York LLC Transparency law,” beginning on January 1, 2026. This new law, which takes the form of an amendment to New York’s current LLC and Executive laws, requires limited liability companies (only) to identify each beneficial owner and each applicant of the LLC, unless an exemption applies.

All beneficial ownership disclosures and attestations of exemption will be filed electronically with the New York Department of State. Penalties for failure to file by the due date include fines and possible suspension, dissolution, or cancellation of an LLC.o your intake process.

Questions or comments? Please contact us at  (646) 213-9044  or  info@andrieuxlaw.com  .

Support Uninsured Patients Without Compromising Your Practice

Sat, 30 Nov 2024 09:03:55 GMT

The No Surprises Act of 2022 protects out-of-network patients from “surprise” bills from healthcare providers. Surprise bills are those that contain higher fees health insurance plans can charge when services are delivered by out-of-network providers rather than in-network providers (who have agreed to the prices negotiated by the insurer).

Under the law, health care providers are prohibited from billing out-of-network patients for more than their in-network co-payment, co-insurance, or deductible without the patients written consent. If patients do receive a bill for these services, they have the right to challenge the charges.

To save the hassle and fend off fee challenges, healthcare providers should make sure to provide all out-of-network patients with a good faith estimate of the charges they can expect to pay, and to obtain their informed consent to the proposed treatment and fees. If a patient refuses to give consent, providers can ask that they seek treatment elsewhere (except in certain emergency situations). Uninsured patient, who pay for services out-of-pocket, are also entitled to a good faith estimate of fees.

Additionally, the Act requires providers to post a disclosure notice informing patient of their protections from surprise bills at their offices and on their public website. This notice must also be given to patients when seeking payment, whether from the patient or their health plan.

If you treat out-of-network or uninsured patients, save time, money, and stress by adding these simple steps to your intake process.

Questions or comments? Please contact us at  (646) 213-9044  or  info@andrieuxlaw.com  .

Ban on FTC’s Non-Compete Ban: What It Means For New York Employers

Thu, 31 Oct 2024 09:09:31 GMT

Earlier this month, the Federal Trade Commission (FTC) appealed the Northern District of Texas federal court’s August 20, 2024 ruling that set aside the FTC’s ban on non-compete agreements. Despite the FTC’s appeal, its proposed rule still cannot be enforced against any employer at this time. So, at least for now, what does this mean for employers in New York?

In New York, non-compete agreements must meet certain criteria and be properly drafted. A non-compete is only permitted to the extent it (1) is necessary to protect the employer’s legitimate interests, (2) does not impose an undue hardship on the employee, (3) does not harm the public, and (4) is reasonable in time period and geographic scope. An employer’s legitimate interest may include protecting an employer’s trade secrets and confidential information and preventing employees from taking specialized skills they gained on the job to a competitor. Any restrictions imposed by the non-compete must be no greater than necessary to protect these legitimate business interests.

To determine enforceability of a non-compete agreement, courts consider an employee’s job duties, the employer’s business interest, and the language of the agreement, and will not enforce a non-compete unless it meets the criteria above. However, a court may, in its discretion, require an employee to comply with some parts of a non-compete agreement, even if other portions of the agreement are unreasonable. For example, upon finding a non-compete unreasonable in length of time or geographic scope, a court may enforce the agreement for a shorter time period or within a smaller geographic area.

Generally, the use of non-compete agreements is an acceptable practice for upper-level employees with access to trade secrets or confidential information. However, the New York Attorney General’s office is not too keen on their use against rank-and-file employees without such access. This is because non-compete clauses risk negatively impacting workers’ livelihood by hindering their ability to pursue better employment opportunities. Employees might also feel pressured into signing non-competes without fully understanding their implications or being compensated adequately for their restrictions.

But what about low-level employees with access to confidential information? These employees may pose a threat to legitimate business interests, but a non-compete may impose an undue hardship on them. A confidentiality/non-disclosure agreement is a common tool that can help keep confidential information safe from use and disclosure without being an unreasonable barrier to other job opportunities. It’s also easier for these agreements to pass judicial scrutiny.

Questions or comments? Please contact us at  (646) 213-9044  or  info@andrieuxlaw.com  .

Grow Your Practice By Hiring an Associate

Mon, 14 Oct 2024 09:17:15 GMT

What Are the Benefits of Hiring an Associate Dentist?

Adding an associate dentist to your practice can be beneficial in many ways. Having an associate not only increases production and revenue by allowing you to treat more patients, but it can likewise help you accommodate a larger patient pool by offering services outside your area of expertise (e.g., bringing on a specialist). Also, more providers means more appointment times, fostering increased patient satisfaction and retention.

Additionally, hiring and retaining an associate dentist can be part of your succession plan. By mentoring and providing guidance to an associate, he or she will be well prepared to take on the ownership mantle when you decide to transition into retirement. At the very least, a practice that includes an experienced associate is more attractive to buyers, increasing the value of your practice.

Attracting and Retaining “A” Players

The market is highly completive, so attracting top talent will require some investment on your part. Offering a competitive compensation package is key. But in addition to an attractive salary, consider including fringe benefits such as health insurance, a retirement plan, and reimbursement for continuing education expenses. What’s more, the associates of today are drawn to practices that utilize the latest tech. Update your dental equipment, software and technology to bring your practice into the modern age. This will not only make your practice more appealing to associates, but it will also improve patient care and productivity.

Just as with patients, bringing on an associate is only the first step. Now you have to keep them. Dental associates, especially those new to dentistry, often seek mentorship and support from experienced dentists. Encouraging teamwork, open communication and the sharing of ideas, as well as providing advice, guidance and support to your associates can contribute to their job satisfaction and professional growth. In addition, promoting a culture that values work-life balance by offering flexible schedules and reasonable caseloads helps to reduce stress and the risk of burnout.

If you’re ready to expand and grow your practice, hiring an associate may be just what the doctor ordered. Implementing any of these strategies can help attract and retain “A” players by creating a supportive work environment and instilling in them a sense of belonging and ownership in the practice.

Questions or comments? Please contact us at  (646) 213-9044  or  info@andrieuxlaw.com  .

Why Dentists Should Consider Dental Membership Savings Plans

Mon, 23 Sep 2024 09:23:19 GMT

From complicated reimbursement procedures to low fee schedules, dental insurance can be a pain in the neck. Accordingly, many dentists are understandably considering dropping insurance plans, which will undoubtedly cause them to lose patients. But what if these dentists offered their patients a dental membership savings plan instead?

A dental membership savings plan is exactly what it sounds like. In exchange for a monthly or annual fee paid to a practice, member patients receive discounts on dental care. Unlike insurance, these plans have no deductible or annual limit and the practice determines what discounts patients receive. Dentists would no longer be bound by unreasonable reimbursement rates or forced to deal with insurance claims. Rather, they would be allowed to create treatment plans based on the needs of patients, without insurance coverage restrictions, leading to better treatment quality and patient satisfaction.

Practices offering membership plans are also likely to experience increased loyalty and repeat visits from patients desiring to reap the benefits of their paid memberships. This in turn helps practices build good relationships with patients while increasing profits via a steady and predictable revenue stream.

Questions or comments? Please contact us at  (646) 213-9044  or  info@andrieuxlaw.com  .

Beware of These Common Types of Cyberattacks

Tue, 03 Sep 2024 09:30:12 GMT

Cyberattacks strike businesses every day as people try to benefit from vulnerable business systems, and your dental practice is a prime target. Attacks can range from an email offering the opportunity to make a ton of money by simply providing your bank account number to malicious code that may lay dormant on a network for months or years before initiating a data breach. The more you and your employees know about the different types of cyberattacks, the better prepared you’ll be to prevent and respond to them. Beware of the following most common types of attacks.

Malware is software code that is written specifically to harm a computer system, including spyware, ransomware, viruses and worms. Malware typically breaches a network when a user clicks a link or opens an email attachment, causing dangerous software to be installed on the system. Once installed, malware can: block or disrupt access to the network, rendering it inoperable until a ransom is paid (ransomware); obtain sensitive information, such as usernames, passwords, credit card numbers and other personal data, and transmit the same to the attacker without the user’s knowledge (spyware); and/or install additional harmful software on the system that spreads to other devices connected to the network (worms). When you’re connected to the internet, a good rule of thumb is not to open or click anything from an unknown source or that you don’t otherwise recognize as being safe.

Phishing is an increasingly common cyberthreat that uses fraudulent communications, including emails, email attachments, text messages and phone calls, with the goal of tricking people into sharing personal data, installing malware or sending money to the attacker. We’ve all received that email from someone claiming to need our help getting their fortune into the country, promising a share of the pie in exchange for our bank account information. Don’t be fooled!

Man-in-the-middle (MITM) attacks (also known as eavesdropping attacks) occur when attackers intercept and relay messages between two parties and steal data. Systems connected to unsecured wi-fi networks are especially susceptible to these attacks.

Denial-of-service (DoS) attacks overwhelm systems, servers or networks with fraudulent traffic, making them too slow to use or entirely unavailable to legitimate users. In the context of a dental practice, this type of attack can prevent current patients from accessing your website to schedule appointments and potential patients from viewing your website while searching for a new dentist.

A structured query language (SQL) injection occurs when an attacker enters malicious code into a network server, forcing it to allow the attacker access to information that’s normally inaccessible. This allows the attacker to read and modify a database or website data. Picture anytime you’ve seen a character in your favorite movie or TV show hack a government agency or corporation’s network remotely. This is how they did it.

A zero-day exploit is a cyberattack that occurs between the announcement and repair of a network vulnerability. Attackers can take advantage of this window of time to gain access to the vulnerable system. Since this type of attack requires knowledge of a particular vulnerability, keeping your network issues confidential should help fend off attackers.

Questions or comments? Please contact us at  (646) 213-9044  or  info@andrieuxlaw.com  .

How to Improve Your Dental Profit Margin

Thu, 29 Aug 2024 09:38:09 GMT

Profit margin is a measure of how much money your practice makes after paying all necessary operating expenses, expressed as percentage: Profit margin = [(Revenue – Expenses) / Revenue] x 100.

You turn a profit only when your revenue exceeds your expenses, i.e., when you make more than you spend. For example, if you make $100 in revenue and use $60 to pay expenses, you are left with $40 in profit. To find your profit margin, you divide the $40 in profits by your total revenue of $100 to get 0.4 or 40%. While the profit margin of a typical dental practice should be at least 40% of revenue (with 60% devoted to paying expenses), there’s always room for improvement. In order to raise your profit margin, you may have to make adjustments in your practice to increase revenue, and if possible, decrease expenses.

For a dental practice, revenue is equal to collections. If you increase collections, you increase revenue. Expenses include variable expenses that can change monthly on an as-needed basis, such as supplies and lab fees, as well as fixed expenses that don’t change from month to month, including rent and salaries. Increasing revenue and decreasing expenses are perhaps more easily said than done, but below are some ideas to help move things along.

Raise your fees. Don’t sell yourself short. Times are changing and demographics alongside them. If you’ve been charging the same fees for a while, now is a good time to reevaluate and make sure your rates are in line with today’s standards and those of your geographic area.

Negotiate with insurers for better reimbursement rates. You can and absolutely should renegotiate PPO insurance fees. It’s not a quick and easy process, but setting aside the time to educate yourself on the process and then take the necessary action to negotiate with insurance providers can have huge payoffs. Alternatively, you can hire a company that specializes in dealing with PPOs.

Negotiate with suppliers and labs for better rates. If your practice has multiple locations, you may potentially be able to obtain better rates based on higher volume.

Increase patient volume and reduce patient attrition. Creating personal relationships with your patients, implementing self-scheduling processes via your website, increasing marketing efforts, and focusing on the patient experience are all ways to add new patients and retain existing ones. For more on this, please read “How to Increase Patient Volume.”

Increase hours of operation. Dental practices are generally open during regular business hours, making it more difficult for patients with day jobs to make or keep appointments. Try staying open for one or two hours in the evenings or for a few hours on Saturdays and Sundays.

Integrate AI virtual assistants to streamline administrative tasks. AI can handle appointment scheduling, patient communication and billing processes to reduce administrative burdens and enhance overall practice efficiency.

Outsource billing collection. Dental billing companies can increase profitability by speeding up the payment process, handling claims appeals and follow-up, and accurately posting insurance payments to patient accounts. Outsourcing also facilitates your increased focus on patient care.

Questions or comments? Please contact us at  (646) 213-9044  or  info@andrieuxlaw.com  .

How to Increase Patient Volume

Mon, 26 Aug 2024 09:54:16 GMT

Growing your practice means both adding new patients and keeping existing ones. The following are some tips, which you can start implementing right away, that can help do the trick.

Self-Scheduling. Self-scheduling is a great way to get and keep patients. They have the freedom to book appointments when it’s most convenient for them, rather than having to call your office and speak to the receptionist within specified hours. This also reduces the likelihood of cancellations because patients are able to more easily reschedule appointments. Sending patient reminders by text and/or email in addition to phone calls is also highly recommended.

Welcome Email . Creating personal relationships with your patients is key to patient satisfaction and retention. To leave a good first impression, we recommend sending a friendly welcome email to new patients. Consider including information such as how early to arrive and a brief bio about the dentist or hygienist the patient will be seeing.

Google Reviews. Set up a free Google My Business profile. Besides being able to share contact information and photos, this will allow patients to leave you Google reviews. Most people read online reviews before engaging with a new business, and positive feedback is a great way to attract new patients. However, negative feedback serves a purpose as well. Not only does it lend authenticity to your practice, but it also identifies areas for improvement. So don’t be afraid of bad reviews, but instead respond to them in a positive way, such as with a possible resolution strategy.

Increase Marketing. Another way to increase patient volume is to increase your marketing activities. For instance, social media platforms have quickly become an important part of marketing for businesses. Which platform you choose will depend on the demographic you want to target. Generally, Facebook is better for reaching older patients while platforms such as Instagram and TikTok are more often frequented by younger generations. Also, having a website has become a necessity for businesses. We recommend a website design that is user-friendly and compatible with mobile devices. In addition to maintaining an online presence for your practice, your website helps facilitate self-scheduling and patient reviews.

Focus on Patient Experience. Once you’ve brought in a new patient, your work doesn’t end there. Now you have to keep them coming back. To accomplish this, try focusing on making the patient experience more comfortable. For example, having a TV in the operatory might help to keep a nervous patient relaxed while you work, and setting aside time to answer a new patient’s questions may put them at ease, especially if their treatment goes beyond a mere cleaning.

Offer Membership Plans. As an alternative to traditional marketing, membership plans can help attract patients who don’t have dental insurance and increase patient retention by encouraging regular visits to the office. A relatively novel idea, offering membership plans will distinguish your practice from the rest, while also providing a steady stream of income.

Post-Appointment Follow-Up. While a welcome email creates a good first impression, it’s only the first step in creating personal relationships with your patients. Continue to build those relationships by following up with your patients after their appointments to see how they are doing. This can be done by phone, email or text, and will show your patients that you care about them and their treatment experience. You can also use this as an opportunity to ask them to leave a Google review.

Questions or comments? Please contact us at  (646) 213-9044  or  info@andrieuxlaw.com  .

Texas Federal Court Strikes Down FTC Ban on Non-Compete Agreements

Wed, 21 Aug 2024 10:01:23 GMT

On Tuesday, federal district court judge Ada Brown struck down the Federal Trade Commission (FTC) ban on non-compete agreements in the Northern District of Texas. Judge Brown had preliminarily enjoined the rule’s enforcement as to the plaintiffs in that particular case, but stated that Tuesday’s ruling is effective nationwide.

In rejecting the FTC’s attempt to seize rulemaking authority that Congress has not affirmatively granted to it and finding that the Commission exceeded its statutory authority in issuing the non-compete ban, the court’s latest decision held that the FTC “lacks the authority to create substantive rules” and is vested only with “the power to prevent unfair methods of competition.” Judge Brown added that “[t]he role of an administrative agency is to do as told by Congress, not to do what the agency thinks it should do.” The court also concluded that the rule itself is “arbitrary and capricious because it is unreasonably overbroad without a reasonable explanation.” According to Judge Brown’s opinion, the rule is the product of the FTC’s comparison of different states’ approaches to enforcing non-competes based on specific factual situations; and yet, the Commission chose to impose a sweeping, categorical ban instead of targeting specific, harmful non-competes, offering no explanation for the inconsistency. Moreover, the court found that the FTC failed to consider less disruptive alternatives to the rule. For these reasons, Judge Brown held the issuance of the ban by the FTC “an unlawful agency action.”

The decision bars the FTC from enforcing the rule (which was slated to take effect on September 4, 2024) and is likely to be appealed. Alternatively, the FTC may choose to rework the rule in response to Judge Brown’s critique in hopes that the revised rule will pass judicial review. Meanwhile, two additional challenges are still pending in federal court: One in Florida district court, which has also ruled, preliminarily, that the noncompete ban is unenforceable against the parties in that case; and another in Pennsylvania district court, which upheld the ban in July when it denied the plaintiff’s request for a preliminary injunction. As the Florida and Pennsylvania cases move forward, it is uncertain what the judges in those cases will ultimately decide, not being bound to follow the Texas court’s decision. Should the courts remain split as the challenges proceed through the judicial system, the U.S. Supreme Court may have to step in to determine the fate of the non-compete ban, and possibly, the future of federal agencies’ rulemaking authority.

For now, the principal responsibility for regulating non-compete agreements falls on the states, many of them having enacted legislation restricting the use of non-competes over the past decade. But the FTC still has the power to bring individual enforcement actions to challenge particular non-compete agreements as being unfair methods of competition. Accordingly, employers should take care to narrowly tailor any non-compete agreements to ensure they comply with any present and future state laws, and utilize other means of protecting sensitive data and client bases, such as confidentiality and non-solicitation agreements.

Questions or comments? Please contact us at  (646) 213-9044  or  info@andrieuxlaw.com  .

Lawmakers Aim to Solve New York’s Dental Shortage

Tue, 30 Jul 2024 10:18:51 GMT

Magnified by the pandemic, New York’s shortage of dental care providers continues to be a pervasive and growing issue. Many rural areas of the state have as few as one dental practitioner for every 4,000 residents, attributable largely to the number of dentists retiring and the number of dentists leaving the state after graduating dental school in search of jobs in areas where their income will be higher. While the shortage affects every New Yorker, it disproportionately impedes access to needed dental care by elderly, disabled and low-income residents. A 2023 survey revealed that, of the 3,000 New York residents who responded, approximately 40% could not afford dental care, 13% only received dental care through their local emergency facility, and 22% deemed toothbrushes, toothpaste and floss to be too expensive. To combat this oral health crisis, the state would need an additional 1,100 dentists to provide care throughout the state.

In response, lawmakers have set out to expand access to dental care through programs that will streamline the licensing process for dentists trained out of state by allowing them to engage in a preceptorship in lieu of traditional residency requirements, offer student loan repayment for doctors dedicated to serving underserved areas, allow dental practices to purchase more affordable health insurance plans for employees, and exempt sales taxes on oral hygiene products. Some also argue for the removal of federal policies that allow dentists to opt out of Medicare and Medicaid programs and an increase in the state’s budget for Medicaid reimbursement rates for dental care. Yet another suggestion has been to fill the void of dental care by permitting dental therapists (licensed dental care providers who perform some of the most common procedures, including preparing and filling cavities) to provide dental care under the supervision of a New York-licensed dentist. However, of the 13 states that currently authorize dental therapists to practice dentistry, New York is not among them.

Questions or comments? Please contact us at  (646) 213-9044  or  info@andrieuxlaw.com  .

Key Questions to Ask as You Evaluate DSO Partners

Thu, 18 Jul 2024 10:22:07 GMT

The length of time investors expect to hold an investment, or the duration over which they plan to achieve their financial goals through investing, can vary greatly among DSOs. This has huge implications for a DSO’s service model.

DSOs with a long-term focus are looking to build a large organization through organic growth and acquisitions, and to optimize profits and stakeholder value. They create value with operational improvements and long-term cash flow; provide extensive services, such as marketing, revenue cycle management (which includes scheduling appointments, billing patients, handling insurance claims and collecting payments), finance, human resources and IT; and invest in training to keep practices current regarding treatment procedures and techniques, technology and office policies.

Conversely, DSOs with a short-term focus seek to drive investor returns through the rapid acquisition of practices. These organizations create value through multiple arbitrage (i.e., buying practices at low cost and selling them at a profit) and cost-cutting for a short-term bump in profits (often at the expense of long-term gains); and provide the bare minimum of services to keep costs down.

With this in mind, it is important to ask certain questions when evaluating potential DSO partners:

What services and training programs does the DSO offer? How often does the DSO train doctors and staff? What are the DSO’s continuing education options? Almost every DSO will provide finance, HR and security/risk services, but less common are ongoing training for doctors and staff and continuing education opportunities.
How much of the DSO’s support fee is spent on services? What investments is the DSO making into practices and technology? The best DSOs will spend 100% of their fees on supporting practices to help them grow, and reduce said fees as practices grow beyond a certain size. Such investment will not pay off in just a few years, indicating a long-term focus.
What is the DSO’s debt load? How much of the DSO’s profits are required to manage the debt?Typically, DSOs with a short-term focus will be highly leveraged (often having debt greater than 50% of practice value), which increases the risk of bankruptcy. The amount of cash available for debt repayment is an indicator of stability.
What is the DSO’s long-term plan? When is the next recapitalization or sale event anticipated? While recaps can lead to investment returns, they usually mean new management and a corresponding change in strategy.

Questions or comments? Please contact us at  (646) 213-9044  or  info@andrieuxlaw.com  .

Are You Properly Classifying Your Workers?

Thu, 11 Jul 2024 10:29:03 GMT

If you classify an employee as an independent contractor and you have no reasonable basis for doing so, then you may be held liable for employment taxes for that worker. For those of you who have classification preferences with respect to particular workers, the following is a brief overview of some issues the IRS examines to determine whether your worker is an employee or an independent contractor.

Employee benefits: Businesses typically do not grant benefits such as health insurance, retirement plans, paid vacation, sick days and disability insurance to independent contractors.
Permanency of the relationship: Generally, an employee is hired with the expectation that the relationship will continue long term, whereas an independent contractor is hired for a specific short-term project or period.
Types of instructions given: An employee is usually bound by the business’s instructions on when, where and how to perform its duties, e.g., what work must be performed, when to do the work, what tools or equipment to use, and what order or sequence to follow when performing the work.
Training: If the business trains a worker on how to do the job in a particular way, then this is strong evidence that the worker is an employee. Periodic or on-going training is even stronger evidence of an employer-employee relationship. Conversely, independent contractors typically receive no such training and use their own methods to perform their duties.

While a well-drafted employment agreement can manage expectations between your dental practice and an employee or independent contractor, the IRS’s determination as to a worker’s status for tax purposes is not restricted to its terms. Accordingly, it would be wise to apply the above items in your practice appropriately.

Questions or comments? Please contact us at  (646) 213-9044  or  info@andrieuxlaw.com  .

Good Help is Hard to Find

Tue, 09 Jul 2024 11:20:46 GMT

“If you want something done right, do it yourself.”

“If only I could duplicate myself.”

What employer hasn’t spoken or thought some variation of these words on more than one occasion? Unfortunately, you can’t be in two places at once and cloning isn’t a thing…yet. So, in the meantime, you have to rely on your staff. Every business has had its fair share of poor employees. After all, good help is hard to find. But for a small private practice, poor staff performance can be disastrous. When a staff member doesn’t do their job, others who may not be as qualified are forced to pick up the slack, or worse, things just go undone. So, when you come across truly stellar employees––the ones who go above and beyond, who understand the business and buy in to your vision, and who take things off of your plate rather than pile them on––do your best to hold on to them. An employment agreement can do the trick. An employment agreement not only allows you to lock-in your favorite employee to an agreed-upon term of years, but it also shows them that you appreciate and value their commitment. Couple that with a raise, some added fringe benefits or both, and you’ll have their loyalty.

More than merely a tool to help you retain talent, an employment agreement also contains provisions designed to protect your practice and your bottom line. In that sense, an employment agreement is also useful as a safeguard against subpar employees. For example, the following are some key terms that any employment agreement should include:

A “covenant not to solicit” prohibiting the employee from poaching your patients or remaining employees (in the event the employee goes to work for a competitor or starts their own practice);
A “services to be rendered” provision, so there is no confusion as to what is and is not in within the scope of the employee’s duties;
A “termination of services” provision listing the grounds for termination of the employee;
An “arbitration” provision requiring that all disputes between the employee and the practice be resolved by arbitration, which is more cost-effective than a lawsuit;
A “non-disparagement” provision prohibiting the employee from making negative comments about your practice, including on any social media or other electronic platform;
A “compliance” provision requiring the employee to comply with federal and state laws that are applicable to the practice; and
An “outside acts” provision shielding your practice from liability for any acts or omissions by the employee that are unrelated to the services they provide to the practice.

While the best practice is to have an employment agreement signed at the outset of the employer-employee relationship, it’s never too late to put one in place.

Questions or comments? Please contact us at  (646) 213-9044  or  info@andrieuxlaw.com  .

How is Your Practice Valued?

Tue, 25 Jun 2024 11:30:51 GMT

In traditional dental practice sales (i.e., dentist-to-dentist transactions), valuations are based on practice collections or seller’s discretionary earnings (SDE)[1]. Valuations based on collections typically range from 60% and 100% of collections, but you can generally expect to receive approximately 75%. Valuations based on SDE are typically in the 2x to 3x SDE range, but can be as high as 4x for practices nearing SDE of $1,000,000.

Collections Example

Practice Collections: $1,000,000

Revenue Multiple: 75%

Practice Valuation: $750,000

SDE Example

SDE: $400,000

SDE Multiple: 2x

Practice Valuation: $800,000

In contrast, DSOs base valuations on profits, specifically EBITDA[2]. This approach tends to lead to higher valuations, which has contributed to the surge in practice sales to DSOs in recent years. Under this valuation model, a practice is valued at between 3x and 6x EBIDTA, though generally you can expect to receive approximately 4x EBITDA.

EBITDA Example

Practice EBITDA: $250,000

EBITDA Multiple: 4x

Practice Valuation: $1,000,000

Regardless of the method used, several factors can affect a valuation upward or downward, including the following:

Location and demographics. Practices in high-traffic areas and those that serve a large number of patients can command higher prices than those in less populated areas or those with a smaller patient base.
Reputation. Patient satisfaction leads to more repeat business and referrals, and vice versa.
Competition. The more dentists offering similar services within driving distance of a practice, the less valuable the practice.
Technology used in your practice. Practices that use more modern technology tend to be worth more because they can treat more complex cases and provide better patient care.
Staff members’ experience and training. An existing staff that is well-trained and experienced in the inner workings of a practice eliminates the time and expense necessary to train new staff members, adding value to the practice.
Condition of equipment and facility. Outdated offices can have a negative impact on potential purchasers. While significant renovations may not be necessary, occasional minor updates can help keep your practice looking fresh and modern.
Specialization. Some procedures are more profitable than others, so a specialty practice would likely be more valuable.
Age. Older practices tend to have more value than newer ones due to more established patient bases and referral networks.

[1] Seller’s Discretionary Earnings (SDE) is a measure of a small business’s profitability that takes into account the owner’s salary, benefits, and other discretionary expenses (e.g., auto, health insurance, pension, etc.). In simple terms, SDE is the practice’s net income with these discretionary expenses added back to determine potential cash flow.

[2] EBITDA stands for Earnings Before Interest, Taxes, Depreciation and Amortization. It is essentially the net profit of the practice.

Questions or comments? Please contact us at  (646) 213-9044  or  info@andrieuxlaw.com  .

DSOs Come in All Shapes and Sizes

Tue, 18 Jun 2024 11:37:17 GMT

Currently, one out of every four dental practices in the U.S. is partnered with a DSO. That number is expected to grow to more than 50% of all dental practices in the next 5-10 years. When the time comes for you to sell your practice, you too will have to decide if the DSO path is right for you. But first, a few things you ought to know about DSOs.

While the core function of any DSO is to provide services to dental practices in order to help them grow (e.g., finance, marketing, operations, legal, and human resource management), there are actually three types of DSOs that exist today: the dental service organization (DSO), the dental partnership organization (DPO) and the dental entrepreneur group (DEG). Understanding how these types differ will be critical in choosing not only which type is the best fit for you and your practice, but also whether or not to align your practice with a DSO at all.

The Dental Service Organization (DSO). Under this DSO model, you would sell 100% of your practice. As a result, the day-to-day operations are fully controlled by the DSO investors. The benefit of this model is that due to the DSO assuming all non-clinical functions of the practice, you’ll be free to focus on treating patients. However, you would become nothing more than an employee of the DSO with no ownership rights or decision-making authority outside the realm of clinical work.

The Dental Partnership Organization (DPO). A DPO (also called an Invisible DSO), currently the most popular type of DSO, is generally 51% to 80% investor owned. Under this model, you retain an equity stake in your practice. As compared to the DSO, DPO investors are less involved in the day-to-day, allowing you to operate with more autonomy and decision-making authority.

Dental Entrepreneur Group (DEG). A DEG is less than 50% investor owned. As a result of this smaller stake, the investors are less involved in running the practice and primarily focused on its growth.

Questions or comments? Please contact us at  (646) 213-9044  or  info@andrieuxlaw.com  .

Why You Need a Will

Thu, 30 May 2024 11:43:46 GMT

It is surprising how many people put off creating a will. Some may find it too difficult to think about, while others may feel there is no rush and unfortunately end up never getting to it. A recent survey revealed that roughly 2/3 of all Americans die without a will. That is shocking when you consider how detrimental it can be to a person’s family.

When you pass away without a will, you leave important decisions up to a court. Instead of appointing someone you trust to handle your estate, without a will the court becomes responsible for doing so. You don’t know the individuals at the court making decisions on your behalf and they don’t know you or anything about you or your wishes. Because of this, the court does the best it can by following certain protocols, which may result in outcomes that are not aligned with your desires. The process is not only expensive, but it also delays your family from receiving assets from your estate by several years.

For instance, if you have minor children or pets, your will should name who will act as their guardian and specify the amount of funds that should be designated for their care. If you want to leave money to a certain charity or if you have any specific funeral instructions, this should also be included in your will. In this day and age, it is also not unusual for people to name an executor to manage their digital assets, such as their Facebook, Instagram or other social media accounts, should they pass away. In addition, if you own your practice at the time of your death, a well-crafted will can permit your estate a certain amount of time to oversee its sale.

There is no excuse for not having an updated will, as preparing or updating a will is a fairly simple process. Engaging the services of a knowledgeable attorney is advisable to create a will that complies with state regulations and accurately represents your wishes. You should store your most recent will in your home in the same place you keep other important documents. We also suggest keeping a copy with a trusted individual (such as your attorney) as a backup because misplacing your will could result in the courts treating your estate as if no will had ever been created.

Questions or comments? Please contact us at  (646) 213-9044  or  info@andrieuxlaw.com  .

Selling Your Practice? Keep Your Foot on the Gas!

Tue, 02 Apr 2024 19:52:43 GMT

Are you considering selling your dental practice? Then I suggest you keep your foot on the gas and rev up business all the way through the sale. It may be tempting to go into retirement mode sooner rather than later. By that, I mean you may reduce your office hours, lighten your daily case load, or stop putting time and effort into marketing the practice. But remember, no one is going to pay you for potential and everyone is looking for a reason to pay you less. Do not give them that reason!

I’ve seen it time and time again. A dental practice experiences a successful year marked by high earnings and growth. Following that successful year, the owner is as confident as ever in the value of the practice and decides to sell. With his mind set on retirement, he proceeds to work less days and cut down his hours. As a result, earnings fall drastically, yet the owner insists on listing the practice at 80% of last year’s earnings. Not so fast!

Interested buyers will always ask to see the practice’s current profit and loss statement, which will show the decline in revenue. Suddenly, offers for the practice are consistently dropping each and every day because its performance year-to-date has been sub-par. Buyers are concerned with how a practice is currently doing, not how it previously performed, since they can’t put potential in their bank accounts.

If you want to sell your practice for top dollar, then keeping your earnings up to the very end is key. Bearing in mind that you can’t sell potential, do yourself a favor and keep your foot on the gas.

Questions or comments? Please contact us at (646) 213-9044 or  info@andrieuxlaw.com .

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