Dominic Totman

Dominic approaches the practice of law with dedication, attention to detail and exceptional client service and communication. Through dedicated service, insightful and forward-thinking legal planning, and highly engaged and meaningful attorney-client relationships, Dominic provides transactional and relationship-based representation to help his clients accomplish their legal and transactional goals.

Dominic’s extensive and substantive experience, proactive attorney-client relationships, and client-first fee structures make him the right choice for your business-centered legal needs.

MERGERS AND ACQUISITIONS

Dominic has facilitated business purchases, sales, transitions and restructurings of all sizes, types, structures across the spectrum of industries. His Mergers and Acquisition (M&A) practice focuses on advocating and protecting his clients’ interests during the transaction, addressing and solving creative strategic planning needs, effectuating detailed and careful due diligence, and accomplishing the transaction in a smooth, efficient and effective manner. Dominic’s M&A experience includes:

• Private equity transactions and venture capital investments
• Middle-market deals with significant EBITDA considerations
• Tax-driven reorganizations, such as pre-closing F-reorganizations
• Complex merger structures, including forward and reverse triangular mergers
• Carve-outs, divisional sales, and distressed acquisitions
• Equity and asset transactions with rollover and earn-out components

A small sample of his deal experience is below.

HEALTH CARE LAW

While Dominic’s legal and M&A practice spans many different industries, Dominic has a practice focus representing health care practices, groups, practitioners and support/service organizations. He represents health care practitioners of many different types, including:

• Physicians, dentists, and oral surgeons
• Nurse practitioners and other APPs
• Veterinarians
• Group practices, DSOs, MSOs, and med spas

Dominic routinely represents dental practices, medical practices, med spas, group practices, DSOs, MSOs, health care-specific vendors and more.

Dominic’s health care law service offerings include health care M&A, partnership structuring, DSO and MSO formation, legal compliance (including HIPAA, Stark and Anti-Kickback concerns), associate agreements and other employment law needs, commercial leases for health care practices, vendor agreements and the myriad legal needs the arise within and without the four walls of the practice. Dominic’s health care M&A practice includes transactions of all types and sizes, including practice purchases, practice sales, private equity health care transactions, DSO and MSO transactions and doctor-to-doctor deals, among others.

BUSINESS AND CORPORATE LAW

In addition to helping businesses, boards and business owners with their transactions and transitions, Dominic provides a broad range of business and corporate law legal services. The exact business and corporate law needs vary from client to client. Dominic’s service offerings are designed to meet each of these needs for all of his clients, including:

• Business formation and structuring (LLCs, corporations)
• Contract drafting and negotiation
• Commercial real estate and leasing
• Employment law and agreements
• Regulatory compliance

Dominic also provides “Outside In-House Counsel” services, offering the benefits of having in-house counsel for advice, support and legal management without the added cost and administration of hiring in-house counsel.

AVIATION & AEROSPACE

Dominic represents aircraft owners, operators, and flight schools in a wide range of aviation and aerospace matters. His work includes forming and structuring aviation entities, drafting operating and management agreements, and advising on compliant ownership and operational‑control frameworks for Part 91 and Part 135 operations.

He regularly assists clients with aircraft purchases and sales, dry leases, management agreements, and pilot or contractor services arrangements. Dominic also counsels investors and ownership groups on partnership structuring, capital planning, and membership interest transfers, and advises aviation clients on regulatory compliance, documentation, and operational best practices.

AN ATTORNEY FOR ENTREPRENEURS

Dominic began his career helping a Triangle-based firm grow their business law, M&A, legal planning and estate planning practice areas. Taking on a leading role from the earliest stages of his career, Dominic gained valuable legal, leadership, management, marketing and other skills.

Bursting with entrepreneurial spirit and the desire to own his own business, Dominic applied these skills to starting his own law firm in 2017. He grew this firm to be a leading boutique general and health care M&A practice across the State of North Carolina, opening offices in the Raleigh, Charlotte and New Bern areas.

Dominic joined Cranfill Sumner in 2023 with the goal of growing his practice throughout NC, as well as regionally and nationally. Cranfill Sumner was the logical and perfect fit, combining a multitude of complementary practice areas and a growth-minded approach to the practice of law. Dominic and the Cranfill Sumner team provide comprehensive legal services, offering first-rate legal product, client services, communication and value.

REPRESENTATIVE M&A TRANSACTIONS

Transactions, cases or matters referenced do not represent the lawyer’s entire record. Each case is unique and must be evaluated on its own merits. The outcome of a particular case cannot be predicated upon a lawyer’s or a law firm’s past results.

Equity Sale – Mixed Stock and LLC Interests
Represented the owners of a multi-location healthcare services company in the sale of 100% of their equity interests—including both corporate stock and LLC membership units—to a private equity-backed strategic buyer. Transaction included complex rollover equity terms, negotiation of post-closing governance rights, and coordination of multiple seller entities and ownership classes.

Equity Sale – LLC Interests with Cash and Equity Consideration
Represented the members of logistics and transportation company in the sale of all LLC membership interests to a growth equity firm. Transaction involved both cash and rollover equity consideration, with negotiated protections for rollover investors, seller-favorable earnout terms, and post-closing employment and consulting arrangements.

Asset Sale with Rollover and Real Estate
Represented group dental practice and four dentist-owners in the sale of a multi-location practice to a dental support organization (DSO). Transaction involved cash and equity rollover consideration. Led the sell-side team through a complex diligence and negotiation process, advocating for each doctor’s post-closing interests, including protection of rollover equity from forfeiture, reduction of restrictive covenants, and preservation of rights as real estate owners through negotiation of multiple commercial leases.

Acquisition via Reverse Triangular Merger
Represented private equity buyer in the acquisition of a pharmaceutical company structured as a reverse triangular merger. Advised on tax and financial structuring, led drafting and negotiation of transaction documents, managed due diligence, and coordinated capitalization and post-closing integration.

Stock Purchase
Served as part of the acquisition team representing a private equity buyer in the stock purchase of a network of corporate food service businesses. Responsibilities included document review and negotiation, and management of a comprehensive diligence process involving hundreds of customer and vendor contracts, organized through a custom matrix to identify key risks and supplemental needs.

Asset Purchase
Represented dentist in the acquisition of a dental practice. Led the transaction from LOI through closing, including negotiation of transaction documents, coordination of diligence, compliance with occupational licensing board requirements, formation of the operating entity, and facilitation of closing logistics.

Asset Sale with Equity Rollover
Led the representation of the seller in the sale of construction-related business. Provided full-service counsel, including diligence management and negotiation of seller-favorable terms related to seller financing, rollover equity protections, and use of affiliated real estate.

Asset Sale – Medspa Practice
Represented owner of a multi-location medspa in the sale of business assets. Advised on transaction structure, negotiated key deal terms, and coordinated closing.

Joint Representation – Stock and Real Estate Acquisition
Jointly represented buyer and seller in an internal buyout transaction involving both stock and real estate. Designed and implemented a customized 10-year earnout structure to balance buyer cash flow constraints and seller payment assurances. Handled all aspects of the commercial real estate transaction, including title review, document drafting, and closing coordination.

Equity Acquisition with F-Reorganization
Represented private equity buyer in the acquisition of professional services firm through an equity purchase structure involving a pre-closing F-reorganization. Advised on structuring and implementation of the reorganization to facilitate a tax-efficient rollover for selling equity holders. Led negotiation of transaction documents, coordinated diligence across multiple operating subsidiaries, and advised on post-closing governance and integration matters.

Private Placement Offering of Securities
Represented growth-minded client in a private placement offering of non-voting shares. Advised on corporate restructuring to implement a new class of shares, drafted offering memorandum and subscription documents, and advised on securities law compliance, including Form D filing.