ARTICLE
2 July 2025

The Benefits Of Recognizing Personal Goodwill In A Transaction With Shareholder Physicians – Part 2

AC
Ankura Consulting Group LLC

Contributor

Ankura Consulting Group, LLC is an independent global expert services and advisory firm that delivers end-to-end solutions to help clients at critical inflection points related to conflict, crisis, performance, risk, strategy, and transformation. Ankura consists of more than 1,800 professionals and has served 3,000+ clients across 55 countries. Collaborative lateral thinking, hard-earned experience, and multidisciplinary capabilities drive results and Ankura is unrivalled in its ability to assist clients to Protect, Create, and Recover Value. For more information, please visit, ankura.com.
Following on from our previous article which outlined how the recognition of personal goodwill in the sale of a medical practice to shareholder physician(s) can provide significant tax benefits to shareholder...
United States Corporate/Commercial Law

Following on from ourprevious article which outlined how the recognition of personal goodwill in the sale of a medical practice to shareholder physician(s) can provide significant tax benefits to shareholder physician(s), this article will discuss the additional strategic benefits of recognizing personal goodwill.

In the context of acquiring a medical practice with shareholder physicians, performing a valuation of personal goodwill offers a multitude of strategic benefits that go beyond merely optimizing tax structures. While tax savings are a well-recognized advantage, this article focuses on the other significant benefits that arise from such valuations even when there are no tax benefits.

Understanding the Relative Value of Each Physician

One of the primary benefits of valuing personal goodwill is the ability to understand the relative value of each physician from a strategic perspective. This understanding is crucial for buyers who aim to make informed decisions about their investment. Personal goodwill reflects the individual contributions of each physician to the practice's success, capturing elements like patient loyalty, referral sources, and the physician's reputation in the community. By quantifying personal goodwill, buyers can assess which physicians are most critical to the practice's ongoing success and growth.

As a consequence of understanding the relative value of each physician, the buyer is then able to ensure that the initial purchase consideration for a transaction, and the ensuing compensation, for each physician is commensurate with their relative value to the practice. This is particularly important when ownership percentages do not accurately reflect each shareholder physician's contribution to the practice. For instance, a physician who attracts a majority of the referrals or has a high number of loyal patients might possess greater personal goodwill, which should be reflected in their compensation. Valuation of personal goodwill provides a more equitable basis for determining such purchase consideration and ongoing compensation, aligning it with the actual economic value each physician brings to the practice.

Additionally, by performing a valuation of personal goodwill, the buyer is also able to enhance strategic decision-making, and potentially their ability to negotiate, during the acquisition process. By having a detailed understanding of the personal goodwill associated with each physician, buyers can negotiate terms that protect and maximize these assets. This can include structuring post-transaction employment agreements or performance incentives that ensure key physicians remain with the practice post-acquisition, thus safeguarding the continuity of patient care and referral networks.

Valuation of Personal Goodwill

A robust valuation of personal goodwill serves to document the intrinsic value each physician adds to the practice beyond mere financial metrics. This helps in creating a detailed profile of the practice's intangible assets, which is vital for both buyer and seller during the transaction. Such analysis ensures that all parties have a clear understanding of the practice's worth, facilitating smoother transaction processes and reducing potential conflicts.

In conclusion, while tax benefits are an important consideration, the strategic advantages of valuing personal goodwill in the acquisition of medical practices are equally compelling. These include understanding the relative value of shareholder physicians, ensuring fair consideration and compensation aligned with individual contributions, enhancing strategic negotiations, and supporting comprehensive valuation analyses. Buyers and sellers alike should recognize these benefits as pivotal in structuring successful transactions.

The following is a link to our first article regarding the recognition of personal goodwill:

https://angle.ankura.com/post/102jx47/the-benefits-of-recognizing-personal-goodwill-in-a-transaction-with-shareholder-p

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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