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Practice Areas Corporate & Business Services Franchise & Distribution

Chaired by nationally recognized franchise partner, Harris J Chernow, our Franchise & Distribution team is comprised of experienced attorneys with a wealth of knowledge and unparalleled understanding of franchise matters. Our attorneys leverage this experience to develop and implement practical solutions for our clients. 

Our knowledge of complex state and federal regulations governing the franchise industry, coupled with extensive experience gained from representing both franchisors and franchisees, enables us to maximize value for our clients in the most cost-effective ways possible. 

We draw upon the support of our colleagues in the Firm’s corporate, real estate, litigation, employment, intellectual property, bankruptcy and various other practice groups to maximize the value and service provided to our clients.

We are actively involved in many local and national industry organizations, such as the American Bar Association’s Forum on Franchising, the International Franchise Association as well as various state and local Franchise Law Committees, just to name a few. 

Our team provides services to franchisors, franchisees and distributors 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. 

We routinely assist the franchisor, their general counsel and/or primary outside lawyers in matters that can be handled more efficiently and economically by a smaller, nimble firm; however, with the same or more 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 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 compliance with 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.

We assist our franchisee clients with the increasingly complex challenges they face. 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 offer 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 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. 

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, mortgages, 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

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, and capital lease transactions. 

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. 

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 not limited to stock and cash mergers, sales and purchase of assets and sale and leasehold transactions.

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. 

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 often 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 assist franchisees with dispute resolution matters, such as litigation, arbitration and mediation. We analyze such disputes from a holistic standpoint, where creative alternatives should be considered and where the focus is on winning the war and not the battle.

Litigation (and arbitration) is not to be taken lightly. With an emphasis on analyzing the dispute and making sure that our client understands the full picture, we provide comprehensive litigation services, allowing our clients to pursue or defend matters with a clear understanding of their legal ramifications with regard to either outcome 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, which speaks 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 franchise disputes. We regularly counsel clients as disputes develop, in advance of litigation, to achieve an early, favorable resolution that avoids litigation, or to achieve a position most advantageous ahead of time 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 guaranteed. 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, well before we enter it.

Reach out to our team today.

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