Closing the Deal: From Definitive Agreements to Keys in Hand

Before the deal process begins, both parties should have a signed NDA in place. Key provisions: limit use of information to evaluating the transaction, prohibit disclosure to third parties except advisors, and require destruction or return of information if negotiations end. Premature disclosure to staff and patients can destabilize the practice. Post-closing confidentiality obligations typically continue for a defined period.

Common conditions that must be satisfied before closing: landlord consent to lease assignment, regulatory approvals if required, financing approvals from the buyer's lender, satisfaction of due diligence by the buyer, and delivery of all required corporate resolutions and certificates. Each condition must be tracked and confirmed before the closing date.

Ontario employment law treats the buyer as a successor employer in many cases, meaning employee service is generally continuous. Employment agreements should be reviewed and, where appropriate, updated or reissued. Buyers should understand wage and benefit obligations. Associate agreements should be examined for term, renewal, termination rights, and restrictive covenants (non-competes, non-solicits). Thoughtful communication with staff around closing builds confidence and supports a smooth transition. Staff are usually informed on closing day or shortly before, once the deal is firm.

Post-closing obligations typically include: seller's assistance with transition for a period after closing (typically 3–12 months), restrictions on competition or solicitation under the non-compete agreement, ongoing cooperation on tax filings or regulatory matters, patient notification of the ownership change, and updating RCDSO records and insurance billing information.

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