DLA Piper has been hailed as the number one firm in the world in the area of franchise law by the respected international survey publisher Who's Who Legal. In that organization's 2004/2005 and 2006/2007 edition of The International Who's Who of Franchise Lawyers, 17 of the group's lawyers were singled out for recognition, more than double the number from any other firm. Fifteen of our attorneys were also named "Legal Eagles" by the publication Franchise Times. The publication singled them out as "super lawyers, the go-to guys and problem solvers who have earned the respect of their peers, clients and advisors."

The practice has been a national and international leader in franchise and distribution law since modern franchising began, helping to shape the field from its inception. Our clients come from most of the 75 business sectors that have adopted franchising as a method of distribution and cover a broad spectrum of size and experience, from entrepreneurs and start-up companies that are establishing new programs, to the largest franchisors, manufacturers, and distributors. Our clients manage distribution networks that range from dozens to thousands of outlets. The majority of our clients are franchisors and distribution companies, but we also represent multiple outlet, area development, and master franchisees, as well as franchising joint ventures on a wide variety of franchising, distribution, corporate, real estate, technology, finance, environmental, tax, and other matters.

Our practice is national and international in scope and we have represented clients in more than 100 countries. Though our clients include companies of all sizes, we have a growing practice and considerable experience in assisting emerging companies in a wide range of industries, from high technology and life sciences to manufacturing, franchising, distribution and retail, both in the U.S. and abroad.

Our Services to Franchise and Distribution Clients

For many clients, we perform all of their legal work and serve as outside counsel. For others, we provide a number of franchise or distribution-related services:

• Structuring and documenting franchise and distribution programs, including agreements and collateral documents;
• Advising companies on structuring distribution relationships that avoid regulation under state and federal franchise disclosure and business opportunity laws;
• Preparing disclosure documents, state registration of franchise offers, and counseling on compliance with all elements of disclosure regulation and franchisee recruitment;
• Restructuring existing franchise and distribution relationships;
• Franchise conversion and “combination” or “co-branding” relationships;
• Franchise and dealership terminations and transfers and counseling on compliance with federal and state relationship regulation;
• Addressing relationship problems and advising on ways to enhance franchise and distribution relationships;
• Representing franchise and distribution companies in litigation, arbitration, mediation, and other alternative dispute resolution techniques;
• Advising franchising and distribution companies with respect to the impact of developments in technology and communication on their franchise and distribution relationships, including electronic commerce issues;
• Structuring advertising funds and developing advertising programs and materials;
• Developing supply programs for franchisees and distributors, such as buying cooperatives owned by franchisees and distributors;
• Expansion into foreign countries through master franchising, area development relationships, joint ventures, and other structures;
• Advising buyers of area development and master franchises, joint ventures, and negotiating related agreements;
• Advising companies that provide materials and supplies to franchise networks.

Companies of all sizes and levels of experience require a full range of legal and counseling services. We counsel both domestic and foreign clients who wish to establish a franchise program, have begun to develop a franchise or non-franchised distribution network, or want to explore modifications to or a restructuring of their franchise or distribution relationships. We work with clients to ensure that they meet the requirements of franchise regulation and to help them avoid the complications of franchise law. Because we know that franchising is not an all-purpose panacea, sometimes the best advice we can give is that the client defer the development of a franchise program, or further expansion, until the company can implement such an effort successfully. Experience also enables us to suggest one or more alternative routes of expansion.

In addition to advising clients who have or wish to establish franchise programs, our lawyers may work with other firm attorneys to counsel domestic and foreign clients engaged in manufacturing, product distribution, and intellectual property licensing outside the franchising field. We assist these clients to expand their businesses while avoiding the complications of franchise law. We prepare contracts, advise on regulation, handle transfer and termination matters, and assist distribution companies in dispute resolution.

We invite clients, colleagues, and friends in the legal and business community to read closely what follows. You may have heard about us. You may have considered giving us a call. It’s possible that we may work for you now, and yet you still could be unaware of the breadth of our services. While we realize that no printed document can express the trust and integrity inherent in the best client-counsel relationship, we can describe the professional standards and the experience we bring to our franchise and distribution practice.

What the Practice Offers to Franchise and Distribution Clients

The initial meeting frequently addresses most of the critical issues for the start-up franchisor. Attorney and client meet to structure the proposed franchise or distribution program. In order to do so in ways that address the objectives of our client, both parties question, explore, evaluate. This is where experience counts.

Developing a Franchise or Distribution Program: The Initial Meeting; Preparation of Documents

With the structure defined, the Franchise and Distribution team will draft the appropriate forms of agreement. Attorneys with specific experience may work with us to prepare ancillary documents, such as real estate leases and subleases; collateral assignments of leases; equipment leases; construction agreements; deposit, commitment, confidentiality agreements; Internet policy and procedure agreements; and software and trademark licenses. In preparing documents, experience pays off in efficiency and cost effectiveness. Our decades of experience with a wide variety of franchise and related documents includes defending the purpose and meaning of such documents in dispute resolution proceedings. That in turn means we can draft better documents to protect our clients’ interests.

Expanding and Mature Franchise and Distribution Networks

Successful franchise and distribution networks are never static. Their capacity for rapid, continuous growth, in fact, is one of the elements that defines franchising itself. While developing and mature franchise and distribution networks benefit from the same services and counseling we provide to start-up operations, they often bring company-specific issues and more complex problems to the table. Our experience allows us to:

• address complex antitrust issues that may affect the structure of a franchise or distribution network and the franchisor’s or distribution company’s services and sources of revenue;
• apply the most sophisticated approach to updating contracts;
• assure that expansion does not outpace compliance with disclosure regulation as new markets are opened;
• restructure and modify relationships with existing franchisees, distributors and dealers;
• develop internal dispute resolution programs to deal with conflicts arising from, for instance, market maturation and network expansion;
• devise and develop new distribution channels and techniques;
• establish licensing programs;
• establish cooperative purchasing and advertising programs; and
• assess potential merger and acquisition opportunities.

Compliance with Franchise Registration and Disclosure Requirements

Our attorneys, working with state franchise law administrators, were the principal authors of the Uniform Franchise Offering Circular (UFOC) Guidelines, developed during the 1970s (and updated, with our assistance, between 1980 and 1994) to bring greater uniformity to the registration and disclosure of franchise offerings. One of our partners is the chair, and another partner is a member, of the Advisory Committee to the Franchise Project Group of the North American Securities Administrators Association (which periodically modifies the UFOC Guidelines), and these attorneys were the principal industry drafters of the new UFOC Guidelines that became effective in 1994. Our lawyers have prepared more than 1,000 UFOCs, represented franchise companies in securing many thousands of franchise registrations, and handled dozens of state and Federal Trade Commission enforcement proceedings. Today we represent more than 100 franchise companies with respect to registration and disclosure compliance under state laws and the Federal Trade Commission disclosure rule.

Dispute Resolution

We represent franchisors and other clients in dispute resolution, whether with franchisees, suppliers to the network, other franchisors and distributors, or state and federal government agencies. Ideally, we help clients avoid disputes, by recommending business solutions to defuse problems that might otherwise explode into costly and protracted litigation, but litigation sometimes cannot be avoided. We represent our clients in litigation in federal and state courts throughout the United States, in domestic and international arbitrations, before administrative agencies, in mediation proceedings, and in other alternative dispute resolution forums. We have represented franchise and other distribution companies in several hundred federal and state court and arbitration proceedings from New York to Japan, with respect to such diverse issues as breach of contract, fraud, RICO, trademark and copyright infringement, termination, vicarious liability, network expansion conflict, use of alternative distribution channels, implied covenant of good faith and fair dealing claims, transfer issues, discrimination claims, enforcement of system standards, antitrust, franchise registration and disclosure compliance, restrictive covenants, electronic commerce, consumer fraud, product liability, and securities fraud.

The cases that we have handled at both the trial and appellate levels on behalf of franchisors include the entire range of potential claimants: single franchisees and dealers; groups of franchisees and dealers; franchisee and dealer associations; class actions of franchisees, dealers, and consumers; suppliers to the franchise system; master franchisees and area developers; distributors; state franchise law administrators; and the Federal Trade Commission. On behalf of the International Franchise Association, the trade association of franchisors and franchisees, as well as on behalf of groups of manufacturers and distributors, we have submitted numerous briefs amicus curiae on important franchise law issues in the United States Supreme Court, federal courts of appeal, and state supreme and appellate courts.

Our Broad Experience in Franchising

Over the past 40 years, the members of our group have assisted in the structuring and development of more than 1,000 franchising programs established by companies varying widely in size, experience and industry. Though the majority of these franchising programs involved franchise relationships in such familiar consumer industries as food service, lodging, automotive aftermarket, and business and consumer services, we have also helped many companies to develop domestic and international franchising programs in nontraditional business categories or with nontraditional structures.

The range of business segments, products, and services we have dealt with demonstrates the adaptability and utility of franchising and other distribution concepts and techniques to a wide variety of industries and business relationships.

Representative Matters

The introduction of a new brand of automobile by a large automobile manufacturer, involving structures and techniques new to the motor vehicle industry; a network of communication satellites; expansion of a worldwide network for the largest training and testing company; emergency care clinics developed by a large hospital chain; restructuring agency relationships of the largest delivery service; development of retail outlets for branded merchandise of a large entertainment company; a food service and retail merchandise network under the brand of a large sports league and of a leading television series; a network of claims adjustment offices developed by a large casualty insurance company; a life and casualty insurance sales program; the sale of long-distance telephone service for businesses; financial advisory services and investments; health care services; funeral products; aircraft rental; wireless telephone service; advertising, marketing and maintenance programs for a cellular carrier; a worldwide program for the construction and repair of computers developed by one of the largest chip manufacturers; the maintenance and repair of computer printers and peripheral equipment; computer training and a training program for management personnel covering a broad range of business subjects; renovation of outlets for a large regional agricultural cooperative; expansion of a woman’s basketball league; development of a network of Internet service providers; development of a new Internet service involving a network of nonfranchised local content providers; a nonfranchised affiliate network of transmitters of data to and from consumers; extensive work with distribution law issues of business to business electronic commerce and Internet commerce and web site policy.

International Franchising and Distribution

We have been part of the global market for more than 30 years. In helping US companies expand worldwide, we have built a wide-ranging international franchise and distribution practice. It includes not only U.S. clients seeking to expand abroad, but also foreign clients seeking to expand into the United States, as well as into other cross-border markets, and, in some cases, within their own countries. Whatever the scenario, trans-national franchise and distribution relationships differ in important respects from domestic arrangements.

A number of our domestic clients do not franchise in the United States, but use franchise relationships for their expansion into other countries. We have extensive experience in structuring, negotiating and documenting international master franchise and area development relationships, joint ventures, and other distribution relationships in North America, Europe, the Middle East, Asia, Australia, Africa, and Latin America. We have handled transactions in every major country in the world. We have represented some of the best-known franchisors, manufacturers, and distributors outside the United States as they penetrate the US and other markets. We have also represented buyers of master franchises and area development rights from both domestic and foreign franchisors and participants in foreign based franchising joint ventures.

Members of our group have been active in the development of franchising regulations in foreign countries and by international regulatory bodies, such as the European Union, and non-governmental organizations, such as the International Chamber of Commerce and UNIDROIT. As counsel to the International Franchise Association, and as a private law firm, we have participated in the development of the Block Exemption for Franchising (to become applicable to a broad range of vertical distribution relationships) of the European Union, proposals for uniform disclosure regulation in connection with franchisee recruitment developed by UNIDROIT and a project of the International Chamber of Commerce to develop a uniform franchise agreement.

Several of our attorneys have been active members of the Franchising Committee of the International Bar Association; two have served as committee chair. As part of his service as the first chair of an American Bar Association Committee on Franchising, one of our lawyers edited the first survey of laws and regulations relating directly to franchising in the United States and other commercially important countries. Another of our lawyers is the co-editor of a multi-volume survey of a wide variety of laws and regulations that apply to the recruitment of franchisees and the franchise relationship in more than 40 countries. Through these and other activities, the firm has developed a network of associations with law firms in virtually every country in the world.

Representative Transactions

We represent the largest Japanese franchisor. We assisted a large European bank to develop a franchise lending program and a European-based English language instruction chain to establish a franchise network in Asia and China. We handled the international licensing of health insurance and credit card services for one of the world's largest networks. We represent several of the world's largest hotel and foodservice chains in their worldwide expansion programs and one of the largest Russian oil companies in its exploration of franchising; and we have represented governments and financial institutions in the efforts to develop franchising as a technique for privatization.

Antitrust and Trade Regulation

Both domestic and foreign antitrust and trade regulation law inevitably impacts franchise and distribution relationships, often significantly. Many antitrust principles apply specifically to the relationship between manufacturer and dealer, franchisor and franchisee, and seller and buyer. The firm’s antitrust lawyers are involved regularly in counseling clients on the antitrust aspects of distribution arrangements and in litigating those issues. This litigation has extended to the United States Supreme Court on the antitrust principles related to maximum price fixing and to federal appellate courts on other significant issues of distribution relationships. We also advise and assist our clients on antitrust and trade regulation matters generally, including mergers and acquisitions, Hart-Scott-Rodino filings, and proceedings before the Federal Trade Commission and other government agencies.

Trademarks and Other Intellectual Property

Trademarks are central to a franchise and distribution network. Our group includes attorneys who concentrate their practices in trademarks, patent, copyright, and trade secret law, including computer software, licensing, advertising, the development of a competitive brand image, labeling, trade dress (such as design features and color schemes), trade secrets, the licensing of collateral products, trademarks, service marks, names, likenesses, and logos--the full range of matters associated with intellectual property law. We use computer databases to conduct same-day trademark searches. We prepare trademark and copyright registration documents, patent applications and numerous types of license and other intellectual property agreements. Our practice includes counseling on the selection, use, and protection of trademarks and service marks; filing and prosecuting applications for registration of marks; advice on unfair competition and infringement matters relating to trademarks and trade dress; and representation in opposition and cancellation proceedings before the Trademark Trial and Appeal Board and in infringement litigation in federal and state courts. The trademark and intellectual property practice also represents clients in more than 100 countries. In many, protection of intellectual property is less secure than in the United States, so, as our franchise and distribution clients consider international expansion, we counsel them on strategies to protect their marks in each of their target markets.

Rounding Out Our Support

While compliance with applicable franchise and business opportunity laws is often foremost among a franchisor’s concerns, a myriad of other laws will affect the development and implementation of franchise and distribution networks. The firm has substantial experience in important areas of the law beyond franchising, distribution, antitrust, and intellectual property, including bankruptcy, commercial, contract, corporate, employment, environmental, finance, labor, estate planning, insurance, intellectual property, information technology, electronic commerce, mergers and acquisitions, partnership, real estate, securities, tax, and others. In each of these areas, the franchise lawyers draw as necessary on the experience of other practice groups within the firm.

Trade Association and Professional Relationships

The firm is committed to a strong and supportive role in the franchise and distribution community. We have served as counsel to the International Franchise Association since it was established in 1960; in addition, we serve as counsel to the International Franchise Association Educational Foundation. Two members of our group have served as chair, and several other members have served as Governing Committee members of the American Bar Association Forum on Franchising and on the Advisory Committee to the Franchise Project Group of the North American Securities Administrators Association. Group members have also served on the Franchise Studies Program of the University of Nebraska, on regulatory and legislative policy and other committees of the International Franchise Association and the International Franchise Association Educational Foundation, and on task forces established by national and state bar associations. Various members of the group have served as the chairs of the American Bar Association Antitrust Law Section’s Franchising Committee; the American Intellectual Property Law Association Franchising Committee; the International Bar Association International Franchising Committee; and the Subcommittee on Franchising and Distribution Law of the Association Internationale des Jeunes Avocats.

Our lawyers lecture frequently at legal and business conferences of the International Franchise Association, the Practicing Law Institute, the American Bar Association Forum on Franchising, the International Bar Association, state bar associations and other organizations. Through research and writing, we remain at the leading edge of the law--lawyers in the group serve as editors of and contributing authors to the American Bar Association Franchise Law Journal and the Journal of International Franchise and Distribution Law and the IFA Insider as well as contributing editors and columnists for Business Franchise Guide/Commerce Clearing House, Inc. and Franchise Times. The group collaborated on a book on international franchising and has prepared a franchising desk book for CCH. The bibliography of books and articles by firm attorneys lengthens each year.