Promise and Pitfalls

Key contact: Jon Lawley

The Welsh Government has launched a consultation around its proposed reform of NHS General Dental Services. This envisages a significant shift in the way general dental care is delivered and managed in Wales. Aimed at improving access, quality, and sustainability, the consultation outlines several structural changes. We take a look at the potential impact of NHS Dental Services Reform in Wales.

While the vision for a more patient-centred and preventative model is commendable, the potential impact on NHS dentistry in Wales is complex, with both opportunities and risks.

Positive Impacts

1. One of the most promising aspects of the reform is its emphasis on quality over quantity. Moving away from the long-criticised Units of Dental Activity (UDA) model, the proposed changes encourage a more holistic and preventive approach to care. This could lead to better long-term oral health outcomes, particularly for underserved communities and high-needs patients.

2. Improved leave policies, including better parental and sickness leave arrangements, signal a more supportive working environment for dental professionals, with the aim being to enhance job satisfaction and improve staff retention at a time when the profession is under considerable pressure. While critics will point to the fact that the proposed changes were implemented in England 8 years ago, it does at least bring Wales in line with what is offered over the border.

3. The focus on developing “clusters” of dental practices – encouraging collaboration and shared resources – could also drive innovation and resilience in service delivery. These networks have the potential to reduce duplication, improve efficiency, and foster stronger local planning tailored to community needs.

Concerns

Despite these positives, significant concerns remain about the feasibility and timing of implementation.

1. Dental professionals are especially critical of the financial model underpinning the reforms. Many practices face the risk of financial penalties under new performance-based targets, which are seen as untested and potentially punitive. Coupled with perceived lack of ‘ownership’ over patient lists through the creation of the Dental Access Portal, this uncertainty could prompt some providers to scale back NHS commitments or leave the public system altogether – exacerbating the existing access crisis.

2. The consultation follows hot on the heels of the Welsh Government’s recent 6% uplift in funding tied to mandatory reform measures which was viewed by many as inadequate, especially when compared to the 11% increase granted to GPs. Without more substantial financial investment, there is a risk that the proposed contract reform will be seen as cost-cutting in disguise, rather than genuine improvements.

Conclusion

The Welsh Government’s proposals offer a welcome attempt at transforming NHS dentistry into a more patient-focused and sustainable service. However, the practical impact of these reforms will depend heavily on how they are implemented and funded. If concerns from dental professionals go unaddressed, there is a real danger that the reforms may deepen existing problems rather than resolve them.

Constructive dialogue, transparent evaluation, and adaptive policy mechanisms will be essential to ensure these changes lead to lasting, positive outcomes for both patients and providers.

The consultation runs until 19 June 2025 – if you are a general dental professional in Wales be sure to have your say here.

For advice in connection with the impact NHS Dental Services Reform in Wales, or with support in buying or selling a dental practice, contact our Corporate Healthcare team.

Our dental team addresses key questions you may have when buying or selling a dental practice

Author: Molly Jones

Key contact: Ray Goodman

Buying or selling a dental practice involves a range of legal, financial, and operational considerations. This article addresses common questions about the process, from valuation and financing to legal agreements and timescales. Whether you are looking to sell your practice or purchase one, some of the points below may help answer your questions.

General process and timeline

How long does the entire process of buying/selling a dental practice typically take?

A typical transaction may take around six months, but it can vary. The timeline depends on factors such as the complexity of the transaction and the length of the due diligence process (which entails financial, compliance, employee and property checks to name a few). If there are any complications, such as delays in the Care Quality Commission (CQC) or Healthcare Inspectorate Wales (HIW) registration or financing issues, the transaction may take longer – good preparation prior to the transaction is key.

What will the process involve?

The main elements of the process from a corporate perspective include agreeing the heads of terms and due diligence, the negotiation of the sale agreement and supporting documents, and the disclosure process. From a property perspective, depending on what is required this could involve negotiating a new lease, an assignment of the lease that is already in place or a contract to purchase the freehold. There will also be due diligence conducted on the property element of the transaction.

Are there any significant complexities that can arise during the process?

Some of the potential complexities include information that was not disclosed by the other party during due diligence process, issues arising with employee contracts or TUPE regulations (which govern the transfer of staff on a business and asset purchase), and regulatory or compliance issues with the CQC, HIW or other governing bodies. This is why it is essential that you instruct specialist dental lawyers – and we are here to guide you and support you throughout the entire process.

Regulatory and compliance requirements  

Is CQC/HIW registration required?

Yes, CQC/HIW registration is required to legally operate a dental practice in England and Wales. If you are purchasing a dental practice it is likely that it is already registered with the CQC/HIW and certain notifications and/or applications will need to be made. This is particularly important where the target dental practice operates an NHS contract, where a separate CQC/HIW registration may be required.

How long does CQC/HIW registration take?

The CQC/HIW registration process typically takes several months. This process involves submitting an application, providing details about your qualifications, business structure, and meeting all relevant health and safety standards. Delays can happen if there are issues with the application or if the practice does not meet CQC/HIW standards. On some occasions interviews may be carried out.

Financing the purchase

What financing options are available for purchasing a dental practice, and how do they affect the legal process?

Common financing options include bank loans, SIPP and personal savings. Some buyers may use a combination of financing methods, depending on their financial situation. If you plan to borrow money, you may need to work with a lender to secure a loan.

If you are considering buying or selling a dental practice, our expert team is here to guide you every step of the way. With in-depth knowledge and personalised support, we’ll ensure a seamless and successful transaction. Contact us today to discuss how we can assist you in achieving your goals.

Key Changes to the Policy Book for Dental Services in 2023: What You Need to Know

Authors: David Williams and Kerly Chacon

Key Contact: Jon Lawley

This year has seen some major revisions to The Policy Book for Dental Services (first published in 2018), which provides essential guidance on how to manage NHS dental contracts to NHS England and Integrated Care Boards.

Our Acuity Law Corporate Healthcare Team has reviewed and summarised the most noteworthy changes.

Key Performance Indicators (KPIs)

General dental services (GDS) contracts may now include KPIs. As it currently stands, the policy book lacks detailed information on how KPIs will differ from the current UDA or UOA targets in practice, but as Personal Dental Services (PDS) contracts already contain KPIs for NHS service delivery, KPIs may function similarly in GDS contracts.

We will provide further updates as more information is released. 

Procurement of Contracts

NHS Provider Selection Regime for PDF contracts: from 1 January 2024, the NHS Provider Selection Regime will take effect for PDS contracts. This aims to streamline the procurement process for PDS contracts with existing contractors or those where the most suitable contractor has been identified.

Changes to management of NHS contracts: if an NHS Contract is novated to a corporate dental body, the contract must now contain a change of control clause. This will require the consent of the NHS where there a change in ownership, with such consent not to be unreasonably withheld or delayed. This was previously recommended but only haphazardly followed. This will be particularly important for buyers who are purchasing shares in other dental companies.

Note: A novation of the NHS contract is different to a variation and has the effect of ending the contractual relationship between the original contractor and the NHS and creating a new contractual relationship between the new contractor and the NHS. From a procurement perspective, this counts as awarding a new contract.

Occupational Health (OH) Services

Commissioners now have a degree of responsibility for the occupational health of the employees of contractors. The updated policy book requires commissioners to consider the impact of work on staff health and make sure staff are fit to undertake the role they are employed to do (both physically and emotionally). Although contract holders, as employers, are responsible for funding this, commissioners should provide a degree of oversight and potentially take a more proactive approach. OH assessments required for all staff include:

• specialist support for managing staff with Blood Borne Viruses;
• urgent and longer-term advice to all staff working in primary care settings on exposure to potential Blood Borne Viruses; and
• consistent and efficient access to OH services for primary care staff.

24-Hour Retirement

Contractors can now opt for “partial retirement” if they are part of the 2008 or 2015 Schemes, allowing a 10% reduction in commitment to the NHS without retiring from the entire NHS Contract.

If you are a “single handler” practitioner (you have only one NHS Contract), you will no longer be required to give up the whole NHS Contract. Previously, this could have led to loss of some NHS benefits.

The scheme applies to dental practitioners with both GDS and PDS contracts.

24-hour retirement can be a complex and confusing area for practitioners. We offer a 24-hour retirement service – please contact our Acuity Corporate Healthcare team for more information.

Partial Sub-Contracting of NHS Contracts

Sub-contracting is usually permitted by NHS Contracts, provided that certain conditions are satisfied (for example, the sub-contractor having suitable insurance and that contracted activity is maintained). Clarification on this means that a contractor can now also sub-contract just part of their NHS contract. This will allow contractors to sub-contract a certain percentage of their UDAs to another party. Further clarification sets out that although NHS services may be sub-contracted, the contractual relationship remains between the contractor and the NHS. The NHS will consider whether sub-contracting is reasonable in all relevant circumstances and, if it considers it is not, will open a dialogue with the contract holder.

Updating the Practice’s NHS.UK Website

As a dental contractor, practice owners must ensure to either update or verify the practice’s NHS.UK prolife at least once every 90 days to avoid a potential contractual breach. This includes information about whether you are accepting new patients. As a dental contractor you must update your profile routinely, as a the NHS.UK website is a first point of call for patients seeking an NHS dental practice in their area.

Contract Re-Basing

Contract holders are now clearly entitled to request a change to either their annual NHS contract value or their required activity. Where a contract holder achieves 96% or less of their contracted UDAs over the previous three financial years, the NHS and the contract holder will work together to agree a mutual reduction – this has been named “recurrent re-basing”. The updated policy book outlines the considerations that the NHS will consider as part of this re-basing.

These are just some (but certainly not all) of the key updates brought about by the new policy book. If you have any questions or want to discuss further with a member of the Acuity Healthcare Team, please contact us.

Can Dentists Charge “Top-Up” Fees For NHS Treatments? The General Dental Council v Williams Explained

Key Contact: Jon Lawley

Author: Joe Smith

When the Court of Appeal handed down a judgment that dentist Lucy Williams was allowed to charge a top-up fee for a better-looking crown than could have been provided on an NHS-only treatment, it challenged an accepted principle of NHS Dentistry.

The General Dental Council (GDC) had long considered that the mingling of NHS and private treatment by offering a privately funded “top up” to patients for single NHS treatments was prohibited under the The National Health Service (General Dental Services Contracts) Regulations 2005 (the Regulations).

However, on 5 May 2023, that all changed. In a landmark ruling, the Court of Appeal rejected the GDC’s argument that combining NHS and private work on a single tooth was not permitted.

For Williams, the ruling had personal significance. She had been erased from the GDC register after a conduct committee previously found that she had acted dishonestly by breaking what it considered to be a fundamental tenet of NHS dentistry. The Court of Appeal, however, held that regardless of how the Regulations were interpreted, the finding of dishonesty should never have been made – and should therefore be quashed.

In 2018, Williams saw three patients for crown treatments. She offered each a porcelain-bonded crown on the NHS but advised that a better-looking ceramic crown could be provided for an additional private fee.

The GDCs established position was that the overriding principle behind the Regulations was to ensure that treatment provided under an NHS contract is free, and that mixing fees was contrary to this principle. The Court rejected this argument on the basis that the ceramic crowns in question are often preferred by a patients for aesthetic reasons, but it is difficult for a dentist to justify their use over any other type of crown for health reasons alone. The GDC conceded that, under its interpretation of the Regulations, a patient who wants a ceramic crown that cannot be justified on medical grounds would have to pay privately for the full cost of it, whereas a patient who is happy with a porcelain crown would pay nothing.

The impact of the ruling

The Court recognised that its decision would have implications for other GDC cases concerning top-up fees:

“It must not be forgotten that these are not simply unclear Regulations concerned with what a dentist can and cannot be paid, but unclear Regulations which have been used as a basis for professional misconduct hearings and, as in this case, findings of dishonesty which led to erasure”, wrote Lord Justice Coulson.

The extent to which this interpretation of the Regulations will have implications for historic fitness-to-practice cases which have hinged upon blending NHS and private treatment remains to be seen. The British Dental Association has remarked that the GDC will need to reflect on this issue on its interpretation of mixed fees under NHS contracts.

As the GDC is yet to respond in detail to the judgment or indicate its acceptance of it, it is difficult to assess the potential scope or impact of the judgment. Until it indicates next steps, dentists should refrain from, or remain cautious about mixing NHS and private services.

Concerned about this issue, or any other dental regulatory matters? Contact our specialist Acuity dental lawyers.

Six Essential Points to Consider When Incorporating Your Dental Practice

Key contact: Jon Lawley

Author: Daniela Dimitrova

Our Acuity Law Corporate Dental experts outline the most important factors to plan for when incorporating your dental practice.

Since the 2006 reforms to The Dentists Act, dentists have been able to incorporate their dental practices and trade as a limited company – enjoying potential tax benefits as a result. However, if you are thinking of incorporating your dental practice, there are six key areas to consider.

1. Do you provide NHS treatment?
   If you are currently delivering NHS treatment as an individual or partnership under an NHS Contract, it is important to understand that there is no automatic right to transfer your NHS Contract to a new limited company. You will need to submit an incorporation application to the relevant bodies of the NHS and your prospects of success will be largely dependent on the quality of your application.
   
   
2. CQC (Care Quality Commission) Registration
   The new entity will become the provider of dental services, and so you will need to register the limited company with the CQC. You will also need to register yourself (or someone else involved with the dental practice and the limited company) as the Registered Manager and Nominated Individual. Finally, you will also need to submit an application to cancel your existing CQC registration. The CQC application process can take many months to conclude – and so it is important to start this process as early as possible.
   
   
3. Transfer of Assets
   When you incorporate your dental practice, you are essentially selling all the assets of the dental practice to your new limited company. It is vital that this sale is documented in a comprehensive agreement that sets out which assets are to be transferred, the price and method of payment (such as a director’s loan or bank re-finance), and the date that this took place. You may need to produce evidence of the incorporation in the future, and it is therefore vital that this is well documented and has been prepared with the help of your accountant and legal adviser.
   
   
4. Staff
   The employment of your current workforce will transfer to the limited company under the TUPE Regulations, and so you must discharge all your obligations under these regulations in respect of the transfer. You should also ensure that any self-employed clinicians sign new terms of engagement with the limited company. Failure to do so could have catastrophic implications for yourself and the clinicians, not only in respect of any dispute that could arise in the future, but also by creating barriers for your clinicians to validly claim their superannuation pension payments.
   
   
5. Property
   The property element of the incorporation will depend on the current set-up and how you wish to be organised afterwards. For example, if you currently lease the premises then you may wish to assign the lease to the limited company – and you will probably require the landlord’s consent to do so. Alternatively, if you own the freehold, you may decide to either transfer the freehold to the limited company or grant a lease of the premises to your limited company and receive a rent income. You may even wish to hold the property via a separate limited company and grant a lease of the premises to the trading company. Your accountant will be able to advise on what is most tax efficient for you and your legal adviser will assist with any structure that you choose.
   
   
6. Re-financing
   You may have an outstanding loan with a lender that is secured against the property (and other assets). This means that before you can transfer the property you will be required to settle the outstanding loan or obtain the bank’s consent to the transfer or grant of a new lease. The bank’s consent to relinquish its security may also come in the form of a transfer of the loan facility to the limited company, or a re-finance of the outstanding loan with the limited company becoming the new borrower. Your accountant should be able to advise the best course of action and it is recommended that you liaise with the bank early on to avoid any potential delays to your incorporation.

With so many variables at play, it is crucial that you seek professional advice when you are considering altering the structure of your business. By engaging an experienced dental lawyer, you can identify the pitfalls and stumbling blocks and determine whether it is the right option for you and your business.

Contact Acuity Law today for an initial consultation to discuss your individual needs for incorporating your dental practice.

Spotlight On… Beverley Jones

Meet Acuity Law Corporate Healthcare partner Beverley Jones

Acuity Law Corporate partner Beverley Jones has had a longstanding interest in healthcare-related matters… although her initial attraction was towards a very different corner of the field.

“I originally wanted to be a vet, funnily enough,” she recalls.

“And then, during my Law degree, I enjoyed the philosophical debates and ethical challenges around medical negligence.”

When Beverley found her home in M&A as a corporate transactional lawyer, she seized the opportunity to build a practice combining her passion for both law and healthcare, in particular, nurturing her client base of care home operators.

“When you’re working for clients in that field, you feel you’re doing something that has a greater purpose, as ultimately the clients are delivering a service for the benefit of people who perhaps have additional needs that should be supported,” she says.

“Everybody had their eyes opened during COVID in terms of the work that the care sector does and how important that work is. We recognise that there are just some things you can’t do without, and health and social care is one of those things, particularly for people who are unable to be entirely independent or fully look after themselves.”

Over the 20 years she has been advising care home operators, Beverley has seen her clients grow to become national organisations and leaders in their field, just as Acuity has evolved from a small Cardiff-based firm to a national and flourishing firm in the sector. She observes that the challenges facing today’s care providers tend to be operational rather than legal, as care home operators grapple with funding constraints and recruiting and retaining staff with limited budgets whilst also facing significant increases in operational costs.

“The fact that we are their lawyers of choice, particularly for their transactional work as they seek to grow and develop their businesses, is a testament to the relationships that we’re able to build with our clients over a long period of time. When you work with clients regularly, you understand their needs and objectives, where their red lines are and what their views are on key issues. That way, you can take some of the burden away from them in terms of the way you approach the transaction and deal negotiations,” she explains.

Beverley, along with the rest of the Acuity Corporate Healthcare team, is proud to be attending tomorrow’s HealthInvestor Awards, and to be associated with the calibre of care organisations operating on a national level that we see nominated.

Find out more about Beverley Jones and our Corporate Healthcare team.