JTB Law

07/12/2025

🎉 Good news for our network! Our LInkedIn newsletter "The Fine Print" is now open for subscriptions—meaning you’ll never miss the actionable tips and legal insights we share on dental and DSO/MSO transactions.

Why hit “Subscribe”?
• Curated breakdowns of new regulations and market shifts
• Practical guidance to strengthen your practice’s position before, during, and after a deal
• Bonus resources—checklists and other helpful materials—delivered straight to your inbox

If you already enjoy our posts, subscribing ensures you get the full scoop in your inbox every month.

👉 Follow the link and tap the “Subscribe” button at the top of our page and join the community of dental and other professionals keeping their edge sharp.

See you inside The Fine Print!



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06/30/2025

🚨 Utah’s Anti‑Kickback Law Prohibits Referral Discounts for Fee‑for‑Service Dental Practices

Unlike most states that limit anti‑kickback rules to Medicare/Medicaid, Utah's statute (Utah Code § 76‑10‑3201 and § 76‑17‑202) prohibits any form of referral compensation—including for private-pay or fee-for-service dental care.

Key takeaways:
- “Kickback” includes any rebate, discount, commission, or other remuneration tied to referrals—even outside insurance models.

- Violations classified as a 3rd-degree felony, enforceable by the Utah Attorney General, Medicaid Fraud Control Unit, and Dental Board audits.

- This makes Utah’s anti-kickback law one of the nation’s most sweeping, directly impacting referral and marketing practices in both fee-for-service offices and DSOs.

For Utah dental practices and DSOs, this means no referral incentives—regardless of payment model—is legally safe.

👉 Thinking your referral setup is compliant? It’s worth a second look. Contact JTB Law for a compliance review.

06/26/2025

📌 Specialized & Experienced in Dental and Professional Industry Transitions

At JTB Law, we specialize in seamless transitions for dental practices and other professional industries nationwide. Whether you're navigating complex dental transactions, structuring DSOs/MSOs, or ensuring corporate governance and regulatory compliance, we're here to provide dedicated, expert legal support.

Our practice is designed around your unique needs, combining industry-specific expertise with personalized, responsive service.

Let's connect—visit JTB-Law.com or reach out directly at (801) 850-6820.

06/24/2025

THE LATEST EDITION IS HERE!!

Can your family actually inherit the practice you spent a career building?

For many dentists, the answer is “not under the current structure.” Corporate-practice laws generally bar non-licensed heirs from owning a traditional dental entity, forcing surviving spouses and children to sell quickly—often at a steep discount.

In this edition of "The Fine Print" we detail a practical solution: re-structuring as a DSO model before any transition event occurs. By shifting profit-generating assets (equipment, IP, goodwill) to a management entity—and reserving only patient records for the clinical entity—ownership can legally pass to non-dentist heirs, preserving both legacy and value.

🔍 Inside this issue:
• A brief explanation of how a DSO model works
• The succession advantages of a DSO structure
• A step-by-step overview of the conversion process
• Key compiance considerations

Check out this edition to learn how to protect the future of your practice—and your family’s financial security.

&A

by Justin T. Blair June 24, 2025 SECURE YOUR LEGACY: Transitioning Your Dental Practice to a DSO Structure to Allow Non-licensed Heirs to Inherit For many practice-owning dentists, the true measure of success isn’t just the smiles they create today—it’s the financial security they hope to pass...

06/17/2025

https://www.linkedin.com/feed/update/urn:li:activity:7340782007867621376

🚨 COMING LATER THIS MONTH 🚨 Ever wondered how your dental practice could stay in the family—even if your heirs aren’t licensed dentists? In JTB Law's upcoming edition of The Fine Print, we break down a blueprint for a potential solution: 🔹 Restructure your practice as a DSO model. W...

06/11/2025

Dentists: Are your associates properly classified as employees or independent contractors?

Many dental practices unknowingly misclassify associates as independent contractors, exposing themselves to significant regulatory penalties, fines, tax liabilities, and legal disputes. Misclassification can also raise critical red flags during DSO buyer due diligence, potentially complicating—or even derailing—your practice sale.

Most dental associates do not qualify as independent contractors because practices often:

- Control the associate’s schedule, clinical practices, and work environment;

- Provide dental equipment, supplies, and support staff; and

- Influence treatment plans and patient assignments.

These indicators typically reflect an employer-employee relationship, not an independent contractor arrangement.

Proper classification isn’t just about compliance; it’s a crucial factor buyers scrutinize during acquisitions. DSOs carefully evaluate associate classifications during due diligence to avoid inheriting significant compliance and liability risks.

Ensure your practice is positioned favorably for a successful transaction by proactively reviewing and adjusting your associate arrangements.

If you’re considering a sale or simply want clarity, let’s connect!

06/10/2025

⛳️ While golfing his morning, I couldn’t figure out why my drives were coming up short—and even more wayward than usual (let’s be honest, I wasn't exactly Tour-level to begin with). A few holes in, I inspected the driver and there it was: a crack running across the top of the clubface. Each hole had been doomed from the start. How does this relate to Dental/DSO transactions?

Tee off with a broken driver, and you’ll spend the rest of the hole scrambling out of bunkers.

Draft a Letter of Intent (LOI) with hidden cracks, and you’ll spend the rest of the deal scrambling to fix costly mistakes.

In golf, that first swing sets the tone. In dental M&A, a well-crafted LOI sets the trajectory for valuation, transition terms, and your post-sale freedom.

🔑 Get the LOI right—before you swing.

- Precise purchase-price methodology
- Clear earn-out conditions
- Realistic timelines & due-diligence expectations
- Thoughtful restrictive covenants & equity language

Because, like a broken driver, a flawed LOI only seems minor—until you’re deep in the rough playing cleanup.

Let us help negotiate an LOI that keeps your deal straight down the fairway.

06/05/2025

Launching a venture is exciting—but the legal foundation has to be solid. At JTB Law, we guide founders through every formation step:
• Selecting the best entity type (LLC, PLLC, S-Corp, C-Corp)
• Drafting tailored operating or shareholder agreements
• State registrations and industry-specific filings
• Laying out governance, equity-split, and exit provisions that prevent future disputes
Whether you’re opening a dental practice, tech start-up, or family-owned franchise, we structure your business for long-term growth and risk protection.
💼 Ready to set up your new company the right way? Let’s build a rock-solid legal framework together—message us to schedule an initial consult.

05/29/2025

The first issue of "The Fine Print" is here!! Enjoy, and please stay tuned for more insights next month.

by Justin T. Blair May 29, 2025 What Is a DSO and How Does It Work? A Dentist’s Guide If you’re a dentist who’s received unsolicited offers from DSOs—or you’ve simply heard the term tossed around at conferences or by colleagues—it’s natural to wonder: What exactly is a DSO, and how doe...