Franchising & Distribution

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Each business has unique needs regarding the distribution of its products and services. Our nationally and internationally recognized team of franchise and distribution lawyers assists clients with the legal aspects of their distribution systems.

Overview

Our attorneys excel at providing focused, strategic growth solutions and practical advice to business owners and franchisors. We can provide valuable guidance through system growth, expansion abroad, business acquisitions or mergers. Our relationships with clients are often continuous, and we’re there to handle not only large transactional matters or disputes but to offer sound day-to-day counsel. We are a one-stop shop for emerging and established franchisors, including those going international, providing sophisticated strategic planning across a variety of franchise categories.

Our team of transactional attorneys helps to put the right agreements into place and ensure compliance, with the goal of minimizing problems down the road. When disputes do arise, our franchise litigation team can assist with early dispute resolution as well as full litigation including class action defense.

Clients frequently seek our experience in the following areas:

Transactional

  • Drafting and negotiating franchise agreements and area development agreements
  • Preparation and registration of franchise disclosure documents
  • Development and management of exemption-based franchise systems
  • Compliance with business opportunity laws and registration
  • Mergers and acquisitions of and due diligence for franchise systems
  • Drafting and negotiating domestic and international distribution and supply agreements
  • Terminations and renewals
  • Marketing, branding and rebranding matters
  • Advertising and social media
  • Review of operations manuals
  • Insurance liability, vicarious liability and joint-employer issues
  • Post-termination restrictive covenants
  • Advising lenders on loans for franchise transactions
  • Alternatives to franchising
  • Gift cards and loyalty programs, data privacy, data rights and data breach
  • Intellectual property protection including trademark advice and registration

Litigation

  • Mediation, arbitration and litigation of franchise, antitrust and regulatory issues
  • Defense of breach of contract, terminations and non-renewals, violations of restrictive covenants, and other frequent franchise/distribution-related disputes
  • All facets of class action litigation, from initial pleading challenges through class certification, trial or settlement and claims processes. Read more about our extensive class action experience here.
  • Negotiation of state franchise, relationship or sales representative disputes
  • Dealing with federal and state administrative agencies
  • Litigation of industry-specific matters such as those involving state motor vehicle franchise practices statutes, the Petroleum Marketing Practices Act and state motor fuel marketing laws, and state consumer protection statutes
  • Intellectual property protection and enforcement

Read more about our Franchise Litigation & Dispute Resolution practice here.

We work with franchise systems in all stages – from startup to national and multi-national franchisors – and advise service- and product-based franchisors, distributors and manufacturers, including food services, health care, real estate, motor fuel, hospitality, gyms, restaurants, insurance and educational organizations. 

Our firm also counsels franchisors on other related matters, including employment, real estate and tax issues, non-compete and confidentiality agreements, and business succession planning.

Our promise: As a client of our franchise team, you will not be a number. When you need us, we will answer with the personalized attention you need and want. Our clients tell us, “We have never had such responsive counsel.” We work to understand what your business is trying to do (we come visit you, on our dime). This allows us to prepare documents that fit your business needs, rather than a standard form.

Our nationally recognized attorneys frequently write and speak on franchise topics. For updates on recent developments in franchising law, read our Franchising & Distribution Law Blog.

Attorneys

News & Insights

News

Seminars & Speaking Engagements

  • Panelist, "Choosing effective dispute resolution clauses in distribution: choice of court clauses"
    International Distribution Institute 2021 Annual Conference, May 11, 2021
  • Moderator, "Regulatory Update"
    International Franchise Association's 2021 Virtual Legal Symposium, May 6, 2021
  • Panelist, "Basics Track: Trademarks & IP"
    International Franchise Association's 2021 Virtual Legal Symposium, May 5, 2021
  • Panelist, "Financial Performance Representations in a COVID-19 World"
    International Franchise Association 2021 Virtual Annual Convention, February 17, 2021
  • Hot Topics Moderator, "How franchisors deal with issues of data flows from EU to US since GDPR and brand new EU regulation"
    International Bar Association 2020 Virtually Together, November 2, 2020
  • "Advertising and Marketing Funds: What Are You Doing With 'My' Money?"
    ABA Forum on Franchising, Virtual Annual Meeting, October 27-30, 2020
  • "Further Abroad: Beyond the Fundamentals of International Franchising"
    ABA Forum on Franchising, Denver, CO, October 16, 2019
  • ABA Forum on Franchising Annual Conference, Nashville, Tennessee, October 10-12, 2018
  • ABA Forum on Franchising Annual Conference, Nashville, Tennessee, October 10-12, 2018
  • Swedish Franchise Association, Stockholm, Sweden, November 7, 2017
  • "Exemption-Based Franchising Throughout the United States"
    ABA Forum on Franchising Annual Conference, Palm Springs, California, October 18, 2017
  • "Exemption Based Franchising for Established and Start-Up Franchisors"
    International Franchise Association Legal Symposium, Washington, D.C., May 8-9, 2017
  • ABA Forum on Franchising Annual Meeting, November 3-4, 2016
  • "Is Your Distribution/License Agreement a Franchise Agreement in Disguise? Avoiding the Pitfalls of an Accidental Franchise"
    Association of Corporate Counsel Chicago chapter, September 7-8, 2016
  • "Beware of the 'Inadvertent' Franchise"
    Meritas Webinar, June 29, 2016
  • International Franchising Association Legal Symposium, May 2015
  • IBA/IFA 31st Annual Joint Conference, May 2015
  • American Bar Association Petroleum Marketing Attorneys' Meeting, April 2015
  • "State Franchise Regulator’s Perspective: What You Should Know Before You Buy A Franchise"
    International Franchise Association West Coast Franchise Expo, 2014
  • September 13, 2012

Publications

Blog Posts

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