When you are ready to expand your business through franchising, a key member of your team will be your franchise legal counsel.  Based on decades of experience with hundreds of franchise systems, we help you understand the components of a successful franchise system, and navigate the complex landscape of federal and state franchise laws and regulations.  We also prepare the required legal documents, including the Franchise Disclosure Document (FDD), the franchise agreement, related agreements, state addenda, and other relevant documents.  We can also register your franchise, register your trademarks and service marks, help form your business entity, and refer you to other prospective team members, including a CPA and a manual writer.

Each franchisor offering franchises in the US is required to update its FDD at least once a year and to file annual renewals of any applicable state franchise registrations.  We assist franchisors with these matters, plus suggesting best management practices in a changing environment, and dealing with major system changes.  Existing franchisors whose franchise documents were prepared by others often hire us to review and improve their franchise documents, such as by translating the documents into plain English (instead of legalese) and by more closely tailoring their documents to fit their particular franchise system.

We assist franchisors with various legal issues involved in managing franchisee relations, including dealing with franchisee defaults, terminations and buy-backs.  We take particular care in these cases to make sure that the franchisor complies with all applicable provisions in the franchise agreement and with applicable state law in an effort to avoid litigation, arbitration or other dispute resolution proceedings.

Disputes between franchisors and franchisees often arise in contexts not necessarily resulting in termination of the franchise agreement.  Sometimes franchisees claim that the franchisor has violated the franchise agreement, such as by encroaching on the franchisee's territory or by failing to provide promised support.  More often, however, the franchisor needs to take action against a franchisee in order to protect the brand and/or to protect relationships with other franchisees.  We assist franchisors and franchisees in resolving these disputes with as little collateral damage as possible. 

We work with international franchisors and master franchisees who want to franchise in the United States.  We help these clients with legal and business issues involved in establishing a new franchise system in the United States, preparing the legal documents, and otherwise complying with federal and state laws regulating franchising.

We also represent U.S. franchisors who want to franchise internationally.  We prepare international master franchise agreements and work with local franchise counsel in the relevant foreign countries.

We represent buyers and sellers of entire franchise systems, packages of existing franchised units, and master franchises, regional representative businesses and area development businesses.  Whether the transactions is structured as an asset deal or an equity deal, we help negotiate and prepare the letter of intent, purchase and sale agreement, bill of sale, assignment and assumption agreement, and other legal documents necessary to properly document the transaction.

Prospective franchisees who are considering buying a franchise should have the FDD reviewed by an experienced franchise attorney before making a significant investment.  We have reviewed hundreds of FDDs and know the legal issues to watch out for.

It is common in the life-cycle of a franchised unit for the franchisee to transfer the unit and related assets to a new operator.  We represent buyers and sellers in these types of transactions.

If the business model looks like a franchise, it usually is a franchise.  State and federal franchise laws are drafted in broad terms.  However, there are certain exemptions and exceptions available that may apply.  We helps businesses consider legal alternatives to franchising to see if the alternatives would accomplish the same benefits as franchising.  In most cases, it is impossible to have a system that has the benefits of a franchise without having to comply with federal and state franchise laws.