Franchise & Distribution

Chaired by a nationally recognized franchise lawyer, our Franchise & Distribution team is comprised of experienced attorneys who possess a wealth of knowledge and a depth of understanding unmatched by their legal counterparts. Our attorneys leverage that experience in order to develop and implement practical solutions for each client’s needs. The team’s thorough knowledge of complex state and federal regulations governing the franchise industry, coupled with their extensive experience achieved from representing both franchisors and franchisees, enables the team to enhance our clients’ primary objective of maximizing value in the most cost-effective manner possible. 

The depth of our Firm and range of experience across a multitude of practice areas enables our franchise & distribution attorneys to offer full-service legal representation and address even the most complex of matters. We are able to draw upon the support and knowledge of attorneys in the Firm’s corporate, real estate, litigation, employment, intellectual property, bankruptcy and various other practice groups in order to maximize the value and service provided to our clients.

The Firm is committed to a strong and supportive role in the franchise and distribution community, and as such, has been recognized as leaders in the industry. We are actively involved in countless local and national industry organizations, such as the American Bar Association’s Forum on Franchising, the International Franchise Association, and various state and local Franchise Law Committees, just to name a few. 

Led by nationally recognized franchise and distribution lawyers, our team provides services to franchisors, franchisees, distributors, and the like, in a wide range of industries, such as quick service (QSR), food service and sit-down restaurants; hotels and resorts; automotive aftermarket outlets; health and fitness facilities; retail outlets; home-based opportunities; financial services organizations; adult-living and senior-care facilities; service stations; and many others. Our extensive experience representing franchisees and franchisors in a wide range of matters enables us to offer cost-effective, high-quality legal representation. 

Our Services

Representing Franchisors. We routinely assist the franchisor, their general counsel and/or primary outside lawyers, with matters that can be handled more efficiently and economically by a smaller firm, but one with the same or greater experience as others. We are well-regarded and well-known throughout the industry as team players, working closely with a franchisor’s counsel and management in order to offer comprehensive, and cost-effective, legal representation. 

We provide services relating to: day-to-day franchise and business law counseling; drafting of Franchise Disclosure Documents (FDD) and related agreements; licensing and contracting agreements; asset and stock purchase transactions; co-branding arrangements; third-party vendor agreements; leasing matters; confidentiality and non-compete agreements; consulting and independent contract agreements; system expansion; and franchise and business structuring and financing matters, among others. 

We advise businesses desiring to expand through franchise and distribution systems, and assist with the compliance of any and all state and federal regulations. By virtue of a broad base of legal experience, we also serve as “general counsel” to franchisor clients by coordinating and overseeing other attorneys and matters to provide further efficiency to our clients.  

Representing Franchisees. With decades of experience in the franchise industry, our Firm is able to assist our clients with the increasingly complex challenges facing franchisees. We work closely with clients to ensure their understanding of the complexities associated with the Franchise Disclosure Document (FDD), and what the FDD and the Franchise Agreement mean to prospective, renewing or expanding franchisees. 

We provide services to prospective or existing franchisees, multi-unit franchisees, area developers, master or sub-franchisors, and franchisee associations. Offering a wide range of services, our attorneys have extensive experience with: day-to-day franchise and business law counseling; reviewing and drafting of Franchise Disclosure Documents and related agreements; licensing and contracting agreements; asset and stock purchase transactions; employment and independent contractor issues; third-party vendor agreements; leasing matters; system expansion concerns; general franchise and business structuring and financing matters; tax and liability issues; and the review of lease or real estate acquisition documents, among others. 

Corporate & Business Law. We regularly counsel clients on matters related to organization and structure, provide advice on matters arising in day-to-day operations, assist in negotiating and documenting financing and business expansion transactions and provide guidance in acquisitions, sales, mergers and divestitures, as well as: 

  • Negotiating and preparing agreements for business combinations and divestitures, including asset and stock purchase and sales transactions, mergers, consolidations, reorganizations, and liquidations
  • Negotiating, on behalf of lenders and borrowers, secured and unsecured bank and other institutional loan agreements, mortgage, and similar financing instruments
  • Structuring strategic alliances and joint ventures, establishing licensing and technology transfer arrangements, negotiating venture financing transactions and developing other creative financing techniques
  • Advising officers and directors on fiduciary responsibilities and obligations and corporate governance issues
  • Establishing the initial organizational structure, including preparing shareholder, partnership, limited liability company and similar agreements, defining the rights of the parties
  • Developing and documenting executive compensation arrangements and employee benefit programs
  • Preparing dealership, distributorship, licensing, technology transfer franchise and similar agreements 
  • Expansion through franchise and distribution systems

Financing. Our team provides representation in a wide variety of financing transactions, including acquisition financings, refinancings and restructurings. We have represented companies and individuals in the negotiation of equity and debt financing, including private financing, bank debt, capital lease transactions. 

Trademarks, Copyrights, Licensing and Technology Transfer. In conjunction with our Intellectual Property Group, our attorneys routinely assist clients in obtaining, managing and protecting trademarks, trade dress and copyrights, including actions relating to misuse, infringement, dilution, product disparagement and unfair trade practices. We regularly assist software developers and internet/ technology companies in negotiating and documenting licensing, distribution, technology transfer, and franchise agreements. 

Mergers/Acquisitions and Strategic Alliances. While many entrepreneurs view an IPO as the ultimate vehicle for growth, most companies opt to engage in some form of merger, acquisition or other type of business combination instead. We have represented both buyers and sellers and have experience in all forms of transactions, including, but no limited to stock and cash mergers, sales and purchase of assets and sale and leasehold transactions.

Real Estate and Leasing. Representing clients in all aspects of real estate acquisition and leasing, our clients include franchisees, franchisors, real estate developers, investors and management companies in their capacity as landlords and tenants of office, retail and industrial space and mixed-use projects. We also represent lease guarantors, sub-tenants/landlords, assignors and others related to real estate and land-use and acquisition. 

Dispute Resolution. We are known for seeing the big picture and helping our clients weigh different approaches to business and dispute situations; in particular, those revolving around the franchise relationship and the risk analysis of litigation, settlement or other approaches to avoiding litigation in the most cost-effective manner possible. We routinely serve as primary, co-counsel and/or local counsel in dispute resolution matters, including injunction and other related matters, whether they are directly related to the franchise system or are general commercial litigation matters. We also assist franchisees with dispute resolution matters, such as courtroom litigation, arbitration and mediation. We analyze such disputes from a total business effect analysis, where creative alternatives should be considered and instead, with a focus on the avoidance of winning the battle and losing the war is paramount.

Litigation (and arbitration) is not to be taken lightly, even as a plaintiff. With an emphasis on analyzing the dispute and making sure that our client understands the “complete picture”, we provide comprehensive litigation services, allowing our clients to pursue or defend maters with a clear understanding of the legal ramifications, as well as the potential impacts litigation could have on their business. 

We provide dispute resolution services, such as arbitrations and mediations (both as party selected and as neutrals - a tribute to our reputation), to a broad range of businesses and individuals in both state and federal courts throughout the United States. We also serve as consultants to other lawyers, particularly in the area of franchise disputes, and regularly counsel clients as disputes develop, in advance of actual litigation, in an effort to achieve an early, favorable resolution that avoids litigation, or to posture the dispute for the best advantage when litigation is in fact necessary. We have extensive experience in dispute resolution matters, such as:

  • contract and business disputes
  • franchise and distribution disputes
  •  collection matters
  •  non-competition agreements 
  •  employment contracts 
  •  arbitrations and mediations
  •  real estate and development disputes 
  •  shareholder/partner disputes
  •  injunctions
  •  petroleum marketing practices act matters

Our firm recognizes the time, costs and risks associated with even the smallest of matters. That is why we advise clients before and during litigation as to the best approach to any dispute. As with all disputes, the outcome is never guarantied; the ultimate risk of litigation and arbitration. We understand the importance of ensuring that our clients are well aware of the risks associated with litigation, from both a legal and business perspective.

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