Representing franchisors is our business. We have dozens of franchise systems that trust us to assist them with day-to-day tasks of operating a system including franchise closings and sales compliance issues as well as annual services such as FDD updates. Below are just some of the services we offer our franchisor clients:
The Federal Trade Commission Amended Rule on Franchising (“FTC Rule”) as clarified by federal guidelines requires pre-sale disclosure on 23 items of information which is disclosed in a Franchise Disclosure Document (“FDD”). FDDs must be updated each year with new financials and up-to-date information on each item as of the end of each fiscal year. We have decades of experience in drafting FDDs and before recent times when they used to be referred to as offering circulars or UFOCs. We are well-versed in all FTC Rule guidelines and the disclosure requirements of the North American Securities Administrators Association (NASAA). Our FDDs are used by franchise systems throughout the country in all states.
Our franchise lawyers have business backgrounds as in-house counsel and in other arenas, and therefore, we give advice as if we are on your team looking to achieve business-positive resolutions, rather than maximizing the conflict or legal undertaking in connection with resolving the underlying claim which takes focus off of the business aspect of running a franchise business. We act with a firm hand when necessary and litigate disputes in federal court, state court and in arbitration for our franchisor clients. We draft FDDs with an eye on avoiding future litigation issues but defend our agreements. We will work with opposing counsel but, if it is not possible to get to a pre-suit agreement, then we have the experience and strength in the courtroom to go toe to toe with the opposition and get our clients the desired result.
Certain states require presale registration and approval of FDDs by state authorities. The states that require franchise registration are California, Hawaii, Illinois, Indiana, Maryland, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington and Wisconsin. Other states require a Notice of Intent be filed or proof of trademark with a nominal fee. States such as Florida, Kentucky, Nebraska, Texas and Utah require compliance with business opportunity laws. Our team has registered franchisors in every state, and we are regularly communicating with state regulators to achieve results for our franchisor clients.
You’ve sold a franchise, congratulations! Our attorneys work seamlessly with our franchisor clients to negotiate the deal with franchisees and their counsel. We prepare all of the documents needed for your franchise deal to close and conduct live closings in our office or remote closings either electronically or wherever we need to go. We understand that time kills deals so we work efficiently to get the deal closed.
After you launch your franchise system, we stay on as your franchise counsel for all needs including franchisor training and compliance. The FTC Rule has strict guidelines and requirements on selling franchises and marketing franchise systems. We provide sales and marketing training to startup, emerging and established franchise brands.
The franchise sales process is often the subject of franchise litigation. Given the recurring nature of these claims, we offer our franchisor clients franchise sales and marketing compliance training seminars, onsite or locally. The topics include earnings claims, the timing of the sales process, what franchise sellers can and cannot say and represent, and more. We tailor a franchise compliance training program to our franchise clients’ specific needs.
Trademarks identify your brand to the public and must be protected against unauthorized use or infringement. We regularly assist our startup and emerging brands with initial trademark applications and taking an application through the USPTO’s process. For our established franchisor clients, we assist with trademark renewals and registering new logos and marks. The firm has an active trademark and copyright registration and licensing practice. Our clients develop proprietary literature and manuals that we copyright so our clients have the most protection available under federal law.
Our franchise attorneys have the depth of experience both in franchising and corporate law to effect any transaction between a franchise company and an investor including private equity deals. We have taken our startup and emerging brand franchisors through the process of taking on investors. Our attorneys have represented both buyers and sellers of franchise systems and have prepared all transaction documents necessary to effect the sale.
Our franchise attorneys offer competitive pricing on most routine tasks necessary to operate a franchise system including state registrations, franchise closings and updates. When available, we will work with our clients to offer flat fee or capped fee prices on most of our legal services.