Considering a practice merger? Read this first02/10/18
Capsticks’ Legal Director Neha Shah specialises in GP practice mergers. In the short interview below she addresses some of the most frequently asked questions our GP team receive in this topic. If you would like to discuss your potential merger with Neha then please don’t hesitate to get in touch. We are also hosting a series of free to attend seminars on GP mergers in November. Click here for further information and to register.
What are the initial considerations when looking to merge?
Start the process early (at least 6 months prior the intended merger date, if possible) and have an understanding of what each party is going to bring to this merger. Set out the expectations.
The practices may also want to conduct a due diligence exercise on each other so that they can investigate the key areas of each other’s businesses to ascertain what the assets and liabilities are and get comfortable with each other's practices.
Don’t forget landlords, the CQC, your staff and other third parties that may be affected by the changes you intend to bring.
What about our NHS Contracts?
This will be dependent on whether the practices hold GMS contracts or PMS agreements and how many of the contracts they wish to retain. Whilst commissioner consent will not be required to merge two GMS practices their consent would be required to vary any PMS agreements. There is always a third option to have only one contract and so it is a good idea to engage with the commissioner early to ascertain what is possible.
How do we deal with the different premises?
This will depend on the specifics of the merger and whether the practices own their premises or they are leased. If the practices own their premises, they may require the other(s) to buy in. If the premises are leased, the practices will want to ensure that all of the partners have joint and several liability for the obligations of the tenant under the Lease.
What documentation do we need?
You will need a merger agreement to transfer all of the assets, equipment, staff etc from the individual practices to the merged practice. You will also need to consider the partnership changes and look to put in place a new partnership deed for the merged partnership. Separate documentation and work will need to be considered in order to document the property arrangements.
What can you do to help us?
We can assist with all stages of the process, from advising you on your options regarding the NHS Contract, to drafting the merger documentation and assisting with any property arrangements. We can tailor the merger to meet the requirements of the practices and guide them through the complex regulatory and commercial issues.
To find out more about how we can help your practice, please visit our website.