• Franchise, Licensing, and Distribution Law
• Cybersquatting, Cybergriping, and Technology Issues for Franchisors and Licensors
• FTC - Federal Trade Commision
• International

Franchise, Licensing, and Distribution Law

• Developing materials to help our clients transition to the newly-issued UFOC Guidelines that are part of the final January 2007 amendments to the FTC Franchise Rule.  (Three of our partners worked at the most important government agency in franchising – the Federal Trade Commission.  John Tifford ran the FTC Franchise Rule program for the first nine years after the Rule’s inception, including enforcement activities and compliance advice.  Dave Koch served as attorney-advisor to the Chairman of the FTC.  Lee Plave served in the Division of Enforcement of the FTC’s Bureau of Consumer Protection.  We are the only franchise law firm with three FTC veterans – a key advantage in a time of changing FTC franchise regulation.)
  
  
• Consulting to develop practical approaches to the distribution of products and services.
  
  
• Working with start-up franchisors to craft the proper approach to the franchise system’s structure, drafting agreements to reflect the goals that our clients wish to achieve, and to strike the proper balance between protecting the franchisor and developing a fair and reasonable agreement to suit the system’s overall needs.
  
  
• Working with companies that have already-established systems that seek to expand through franchising on a unit-by-unit and on multi-unit development basis.
  
  
• Evaluating coverage – for example, whether a particular approach to doing business or method of distribution is covered as a “franchise” under the various federal and state laws governing franchising (as well as under the host of related regulatory schemes under state and federal law).
  
  
• Preparing disclosure documents, registration applications, “earnings claims,” and other documents required, permitted, or regulated by the law, as well as preparation, filing, and prosecution of state franchise registrations.
  
  
• Advice on adapting technology to meet a franchise system’s needs as also discussed on our website under “Cybersquatting, Cybergriping, and Technology Issues for Franchisors and Licensors.”
  
  
• International expansion of franchise programs -- typically from the U.S. to markets in other countries, but more frequently than ever before, from other markets into the U.S. as well.  We also help clients – in close collaboration with known and highly-trusted foreign counsel – determine their obligations under local countries’ laws and how to go about meeting those obligations.
• Drafting franchise agreements, addenda to those agreements, and other ancillary documents (e.g., confidentiality agreements, software licenses, technology agreements).
• Structuring and negotiating all kinds of franchise and licensing transactions.
  
• Serving as counsel to other law firms on franchise matters, including expert witness testimony.
• Assisting with ongoing system administration, including:
  
  
  • Acquisition of franchise, licensing and distribution companies;
  • Acquisition, operation and franchising competing brands;
  • Antitrust issues;
  • Arbitration;
  • Bankruptcy matters involving franchisors and franchisees;
  • Converting UFOCs to FDDs (the FTC Franchise Rule’s new format for “franchise disclosure documents”);
  • Corporate issues (including work on sophisticated corporate transactions and securitizations of royalty revenue streams, as well as basic structural issues);
  • Coverage analysis – as to whether a business falls under the franchise laws;
  • Default and terminations strategy;
  • eCommerce and franchise systems;
  • eDisclosure and eContracting;
  • Dispute resolution;
  • Employment law concerns;
  • Exemptions (such as whether a company can take advantage of certain exemptions from state and federal franchise laws to reduce or eliminate compliance obligations);
  • Financing of franchisors through conventional bank financing, debt financing, public offerings, private equity, and venture capital, as well as other innovative approaches;
  • Financing of franchisees, using similar means to those described above, from the perspective of our franchisor clients;
  • Franchisor-franchisee relations;
  • International expansion of franchise, licensing and distribution programs;
  • Mediation;
  • Modifications in the franchise system;
  • Litigation and pre-litigation counseling;
  • Regulatory matters before federal and state administrative agencies (e.g., the FTC);
  • Subfranchising arrangements;
  • Supply arrangements and agreements;
  • Technology issues (eCommerce, domain names, websites, cyber-gripe sites, e‑mail issues, and the like);
  • Trademark prosecution, infringements, and enforcement;
  • Transfers;
  • Web use policies; and
  • Workout and financial restructuring arrangements for franchisees and franchisors.

Back to Top