Case Conclusion Date: November 10, 2008
Practice Area: Mergers / Acquisitions
Outcome: Closed the sale in 40 days (not 6 months).
Description: My client (the buyer) found a dental practice for sale. I negotiated and drafted a very favorable contract for my client, but prior to signing the contract, one of the two sellers died. While finalizing the contract, the buyer's financing had been approved, due diligence was completed, and the new lease had been finalized. Had the deceased seller completed proper estate planning, the sale could have closed immediately on his widow's signature. Unfortunately, no corporation or trust existed to allow this result, nor was there a will. Ordinarily, it would take many months to go through a intestate estate probate and complete the sale. I came up with a creative solution to give the seller's widow authority to sign the sale contract without going through probate. I did this with a specialized (and relatively unknown) post-death estate planning document that gave the widow full legal ownership of the deceased seller's share of the dental practice only 40 days after his death, without probate. My technique permitted the sale to close only 40 days after death, rather than an estimated 6 months after death.