Franchise & Licensing

We understand the complexities of franchise laws and regulations and their impact on franchisors’ disclosure and compliance obligations, as well as the implications of these laws and regulations on the franchisor-franchisee relationship. Through helping our clients navigate these legal areas, our goal is to assist our clients in unlocking the power of their brands and business concepts through franchising, while providing trusted guidance to avoid potential pitfalls and missteps in pursuit of the franchise business model. In particular, the attorneys in our group are capable advisors that assist our franchise clients in preparing and refining their franchise disclosure document (the FDD) in compliance with disclosure requirements,  representing our clients in registering their FDD with applicable registration states, and protecting our clients’ interests in franchise disputes in litigation and pre-litigation matters. For many franchisors, preparing and maintaining their FDD may seem like a daunting process, but we are here for our clients to guide them through the process and advise them on ongoing compliance, so they can focus on building their brand and systems and expanding and strengthening their franchisee network.

When the business context is right, we also counsel our clients to help them identify when a licensing arrangement is appropriate to advance their business objectives. Accordingly, we have also assisted with the preparation and negotiation of licensing agreements across a variety of industries. Whether we are assisting our franchise clients with developing their franchise agreements or our licensing and distribution clients with preparing and drafting licensing/distribution agreements, our group works closely with our clients to ensure a final work product that efficiently addresses our clients’ needs and that is specifically tailored to the business relationship.

The services we provide our franchisor clients include:

• Structuring and formation of new franchise systems and related governance documents and agreements.
• The preparation, review and update of the FDD, franchise agreements, and ancillary documents and agreements, consistent with Federal (the FTC Franchise Rule) and applicable state law requirements.
• Compliance and regulatory assistance, including compliance with the FTC Franchise Rule and assistance with the registration of franchise offerings in the applicable registration states.
• Annual FDD and periodic disclosure updates and franchise renewal filings.
• Assistance with franchisee relations, including counseling regarding disclosure and sales requirements and best practices, assistance with transfers, remediations, defaults and terminations, and dispute resolution.
• Assistance with trademark registration and intellectual property protections for franchise systems.
• Mergers and acquisitions of franchise systems.
• Protection and enforcement of brand standards, including advice and guidance on protective covenants and restrictions.
• Advice and guidance regarding specific laws and regulations applicable to motor vehicle dealers and manufacturers.
• Representation of franchisors in disputes and litigation matters.

The services we provide our licensing and distribution clients include:

• Structuring and preparation of licensing and/or distribution agreements tailored to the specific business context in which they are needed, with careful consideration for the needs of the business relationship when a franchise structure is not advantageous.
• Advice and guidance on exceptions to the FTC Franchise Rule and business relationships that are not franchises.
• Protection and enforcement of licensed intellectual property.
• Assistance with relationships and disputes among licensing and distribution parties.

We also advise current franchisees, and those who are considering purchasing a franchise offering, with the review of their franchisor’s FDD and franchise agreement and negotiations with franchisors. Given both our group’s expertise regarding the franchise relationship and our firm’s extensive mergers and acquisitions experience, we are also uniquely qualified to represent both buyers and sellers of existing franchised businesses in the tri-party relationship among buyer, seller and franchisor.

Representative Matters

• Represent a national foodservice franchise regarding franchise disclosures and general franchising matters.
• Represent a national foodservice franchise in the negotiation of a vendor agreement with a national department store to enable operation of the client’s franchise locations in the department store’s locations in several states.
• Represent a national foodservice provider with the formation of a new franchise system for primary brand and preparation of FDD, related disclosures and franchise agreement.
• Assist with the negotiation and drafting of a licensing agreement to enable our client to operate a renowned local restaurant brand in an airport location.
• Assist with the preparation and drafting of a licensing agreement for national sanitation service business and advice regarding licensing matters.
• Assist with the sale of a national franchise system through section 363 bankruptcy sale.
• Advise vehicle manufacturer regarding state dealer and manufacturer licensing laws and regulations.

Representative Clients

• Mai Franchising, LLC
• Genji Franchising, LLC
• BL Restaurant Operations, LLC (Bar Louie gastropubs)
• Duggan’s Pub
• ViaClean Technologies, LLC
• Seagrave Fire Apparatus, LLC