Creative deal structuring, strategic problem-solving, and patient cross-border coordination helped bridge language, cultural, and Japan–U.S. time-zone gaps to bring the transaction to a successful close.
Practus client Dale Mosley is a serial entrepreneur who has seen plenty of complexity, but selling a medical practice to a foreign buyer during a pandemic — and later closing the transaction amid government shutdowns — created an unusually difficult mix of timing, operational, and deal-structure challenges.
The Challenge
Practus attorney Maxi Lyons says the transaction required persistence and creativity from the start. “There were significant language and cultural challenges — including a major time variance with Japan — not to mention that the buyer had little to no understanding of doing business in the U.S. It took a good deal of creativity to get this done.”
Additional Obstacles
Beyond the cross-border dynamics, the transaction encountered two separate external disruptions. Pandemic-related constraints affected negotiations and slowed operational coordination. Later, government shutdowns during the closing phase delayed critical approvals and added uncertainty to the final timeline.
The Approach
To move the transaction forward and protect the seller’s value, Maxi negotiated a split purchase-price structure, retained collateral protections with clawback provisions, developed a tailored valuation approach, and arranged partial seller financing with interest.
“The goal,” Lyons says, “was to meet the buyer’s needs without a loss of value to the seller — my client.”
Client Perspective
Mosley adds, “Maxi was outstanding throughout the process. She was incredibly patient and understanding as we navigated cultural nuances, which required careful handling to keep things moving forward. She struck a perfect balance, empowering me to make my own decisions while consistently offering sound, practical counsel. She was prompt in her responses and proactively brought important issues to my attention. Her creativity helped us overcome many obstacles and ultimately get the deal across the finish line in a way that left both sides satisfied.”
This wasn’t the first challenging transaction Lyons has worked on with Mosley, who says, “She also assisted me with a prior acquisition involving a difficult seller and she was equally exceptional there. Maxi has a great way of being down-to-earth while fully respecting legal principles. I’m grateful to have her on my team.”
Why it Matters
This transaction shows how experienced deal counsel can help business owners preserve value, solve structural challenges, and keep complex transactions moving even when external conditions create uncertainty.
Do you need guidance on a complex transaction, cross-border buyer, or multilayered deal structure? Practus supports entrepreneurs and business owners with practical counsel, legal precision and business-minded strategies that align with our clients’ commercial goals.
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