Office Hours with Roasa Law

Partnership Buy-Ins: Selling to Your Associates vs. Corporate ft. Dr. Darby Affeldt

For years, selling to a corporate consolidator was treated as the default exit for a veterinary practice. That's changing. In this special edition of Office Hours, Dr. Lance Roasa is joined by Dr. Darby Affeldt, a veterinarian who became a financial advisor, to make the case for the partnership buy-in, and to walk through what it looks like on both sides of the table. Lance covers the legal side: how buy-ins are structured, the documents that protect everyone, and the "five Ds" divorce, disability, disagreement, disaster, and disinterest. Darby covers the financial side: planning, cash flow, diversification, taxes, and why student debt is rarely the dealbreaker veterinarians assume it is. What you'll learn: * Why associate buy-ins now rival, and often beat, a corporate sale * How a corporate earn-out trades cash for control * The "pizza math" behind selling a slice of your practice * Why retaining your best associates increasingly takes equity, not just a raise * How a typical buy-in is structured, from promissory notes to put options * The "three-legged stool" every transaction needs: advisor, attorney, and CPA Whether you're an owner within a few years of a transition or an associate weighing an ownership offer, this is the conversation to have before you take a meeting with a consolidator. About the guest: Dr. Darby Affeldt is a veterinarian-turned-financial-advisor, author, and educator. Learn more [https://www.northstarfinancial.com/advisors/darby-affeldt/]. Connect with The Roasa Law Group [https://www.roasalaw.com/] This episode is educational and is not legal, financial, or tax advice.

The Hines Case: How the First Amendment Just Cracked the VCPR Wide Open

After a decade of litigation, the U.S. Supreme Court has declined to hear Hines v. Pardue, leaving in place a Fifth Circuit ruling that fundamentally changes how state veterinary boards can regulate online consultations. In this episode of Office Hours, Dr. Lance Roasa is joined by associate Madison Hess and new team member Dr. Jordan Tayce (Texas A&M professor and Syracuse Law graduate) to break down what this constitutional decision actually means for working veterinarians. We walk through Dr. Ron Hines's 10-year fight against the Texas State Board of Veterinary Medical Examiners, the demise of the Professional Speech Doctrine in the wake of NIFLA v. Becerra, and most importantly, how veterinarians should adjust their telemedicine and consultation practices starting tomorrow. You'll learn: • Why the Fifth Circuit ruled that online veterinary advice is First Amendment-protected speech • The critical legal distinction between "speech" (advice, consultations) and "conduct" (prescribing, surgery, medical records) • How your word choices in a telehealth chat can make or break a board complaint •Why this ruling does NOT shield you from civil malpractice liability or standard-of-care claims • What medical records and informed consent still need to look like, even when the VCPR question is off the table • How veterinarians outside Texas, Louisiana, and Mississippi should think about this precedent Whether you're working on a telemedicine platform, fielding text messages from clients, or running a brick-and-mortar practice, this episode gives you the practical framework to protect yourself and your license. IN THIS EPISODE 00:00 — Welcome & introducing Dr. Jordan Tayce 01:30 — Why constitutional law matters to veterinarians 03:00 — The Dr. Ron Hines backstory: a disabled vet, online advice, and a $500 fine 05:30 — The Professional Speech Doctrine (and how NIFLA killed it) 09:00 — Why the Supreme Court declined cert — and what that actually means 12:30 — The First Amendment, in plain English 15:00 — Speech vs. conduct: the line every vet needs to understand 21:00 — How to word telemedicine advice without crossing into "diagnosis" 26:30 — The civil liability gap: First Amendment ≠ standard of care 30:00 — Medical records, informed consent, and what hasn't changed 34:00 — What to do tomorrow: a practical framework KEY CASES MENTIONED • Hines v. Pardue (5th Cir. 2024; cert. denied 2025) • NIFLA v. Becerra, 585 U.S. 755 (2018) • Chiles v. Salazar (briefly referenced — full episode coming)

Student Q&A: Negotiating Contracts, Internships & Specialty Career Paths

Veterinary students submitted a dozen unfiltered questions about contracts, career paths, and negotiation, and we answered every one of them on the record. Lance, Steve, and Madison cover how negotiation shifts when you're an ECC or internal medicine specialist (including the equipment clauses oncologists and ophthalmologists must have in writing), why Lance pushes back hard on "mentorship programs" that pay less for the same work, and the supply-and-demand realities behind why equine and zoo vets consistently earn less than their small animal counterparts. They also get candid about recruiters; what they can answer, what they absolutely can't, and why "trust but verify" is the right posture, and Lance shares a sobering look at internship culture, including why he's counseled multiple clients through internship-related PTSD and the exact research process every internship-bound student should use before signing. Whether you're a fourth-year weighing the match, a new grad comparing offers, or a specialist negotiating your next contract, this one's packed with the real answers.

Veterinary Contracts Aren’t Fair (Until You Know This Negotiation Trick)

Most veterinarians assume job offers are standardized. They aren’t. In this episode, the Roasa Law Group team breaks down what they see every day reviewing hundreds of veterinary employment contracts—and why two veterinarians applying to the same practice can receive completely different deals. We discuss: • Why compensation packages vary wildly between veterinarians • How corporations quietly change contract terms when pushed • The hidden impact of negative accrual • The real reason employers discourage salary transparency • How market data can completely change a negotiation One of the biggest mistakes veterinarians make is assuming that what they’re offered is “standard.” In reality, most associates simply don’t have the market data needed to know what’s fair. Our job is to level the playing field. If you're a veterinary student, new graduate, or practicing veterinarian negotiating a contract, this episode will change how you approach employment agreements.

Joint Ventures: Ownership… Without Control

Joint ventures have become increasingly common in veterinary medicine, often presented as an opportunity for ownership, partnership, and long-term upside. After reviewing more than 20 joint venture agreements in the past year, we’ve identified consistent structural patterns that veterinarians should understand before signing. In this episode, we discuss: * The typical structure of veterinary joint ventures * Key provisions and how they impact ownership and control * The role of management agreements and financial obligations * Common risks, including limitations on exit and long-term restrictions While these arrangements can offer benefits in certain circumstances, they also involve complex legal and financial considerations that are not always immediately apparent. This episode provides a practical framework for evaluating joint venture opportunities and understanding what to look for in the underlying agreements.