As a professional, you regularly blend clinical skill with compassion. Similarly, a smooth practice transition requires the right structural support—one that preserves your legacy, supports your financial goals, and honors your clinic’s culture. Here are five common models to explore:
Asset Sale
An asset sale transfers specific elements—like equipment, goodwill, or patient records—rather than whole business ownership. It’s appealing to buyers because it limits their exposure to liabilities. Sellers retain control over what’s transferred but may face less favorable tax treatment, especially if structured through a C corporation.
Stock (Equity) Sale
A stock sale shifts ownership through shares, cleanly handing over both assets and liabilities. In this model, legal structures often remain intact—leases, provider agreements, and client contracts can carry forward seamlessly. Depending on your entity type, this structure may offer certain capital gains tax advantages.
Earn-Out
An earn-out defers part of your sale proceeds, withholding payments until agreed performance targets—like revenue or EBITDA—are met post-closing. This can usually take a few years. It helps bridge valuation disagreements and keeps you locked in on ensuring the practice thrives during the transition. Clarity in measurements and timelines is essential to avoid post-sale disputes.
Merger Sale or Hybrid Sale
Here, your clinic may merge with another entity or be folded into a broader group structure. This can provide a gradual leadership transition, shared governance, and alignment with broader operational infrastructure. Thoughtful culture and goal alignment are true non-negotiables in this scenario.
Contingent Notes (Pro-Co Structures)
A contingent note is part of the purchase price that’s only paid if certain post-sale conditions—such as your continued involvement or performance benchmarks—are met. This model protects the buyer while rewarding the seller for staying committed to the transition. Structurally, it sort of works like an inverted earn-out. Rather than seeking future upside, payment is withheld until the agreed-upon commitments are fulfilled.
Why This Matters for You and Your Legacy
Each structure isn’t just a transaction—it’s a choice. About how your clinic continues to serve patients, how your team members feel, and how your hard-earned legacy persists. Whether you value control, gradual transition, efficiency, or engagement, there’s a structure that takes into consideration both your business and your heart.
When you reflect on your long-term goals and practice values, which structure speaks most clearly to how and when you want to pass the torch? At MVG, we’re ready to collaborate with you—offering a strategic partnership every veterinarian deserves. Let’s explore this together.
