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Stuart Hershman

Stuart Hershman


Stuart Hershman has focused his practice for over 35 years in the franchising, general dealership and distribution, and antitrust areas.

Stuart has structured, documented, and helped implement hundreds of franchise programs, dealership and distribution relationships, and intellectual property licensing arrangements in multiple industries. He also has engaged in antitrust counseling, particularly in pricing, supply, and other dealership and distribution matters, for public and private companies.

Stuart counsels companies on the whole spectrum of franchise, dealership, and distribution law, including structuring new franchise programs and restructuring existing franchise programs; structuring dealership and distribution relationships; re-branding franchise systems; counseling on and documenting refranchising programs; terminating and renewing franchise relationships; establishing the business parameters of the franchise program (including supply and distribution relationships); re-structuring franchise organizations and preparing franchise documents in the context of whole-business-asset and royalty securitizations and counseling various participants in the franchise securitization process; assessing the applicability of federal and state franchise and business opportunity laws and, where appropriate, structuring dealership and distribution relationships to avoid coverage by these laws; trouble-shooting with state franchise regulatory agencies; preparing franchise agreements, dealership and distribution agreements, and franchise disclosure documentation; preparing financial performance representations (f/k/a earnings claims); complying with applicable franchise registration, disclosure, and relationship laws; complying with business opportunity filing and disclosure laws; establishing franchise legal compliance programs; preparing franchise legal compliance guides and conducting franchise legal compliance training sessions; working through the transfer and right of first refusal processes; counseling companies in the trademark area; assisting clients in expanding internationally, preparing appropriate international documents, and complying with country-specific franchise laws; counseling clients in buying and selling franchise companies and investing in franchise companies; counseling clients on private equity investment in franchisees; counseling on dispute resolution; and analyzing and addressing federal and state legislative initiatives.

Bar admissionsIllinois
CourtsUnited States District Court for the Northern District of Illinois
  • J.D., University of Michigan 1984
    cum laude
  • B.A., University of Michigan 1981
    Regents-Alumni Scholarship
    Angell Scholarship
    with high honors


Chambers USA

  • Band 1, Nationwide Franchising (2016-2024)
  • Band 2, Nationwide Franchising (2014-2015) 
  • Band 3, Nationwide Franchising (2012-2013)
Additional Awards
  • Martindale-Hubbell AV Preeminent®
  • Who's Who Legal: Global Elite Thought Leader in Franchise
  • International Who's Who of Franchise Lawyers
  • Franchise Times "Legal Eagles" (Hall of Fame)
  • Leading Lawyers Network - The Top Lawyers
  • Illinois Super Lawyers
  • Best Lawyers in America®
  • Who's Who Legal: The International Who's Who of Business Lawyers
  • Chicago's Best Lawyers: Best Lawyer for 2014
  • Client Choice Awards
  • Acritas Stars

Insight Overview

Stuart has authored and co-authored, or contributed to, numerous publications, articles and seminar materials on franchising and antitrust. He has spoken at the International Franchise Association's Annual Legal Symposium, Legal Roundtables, Business Roundtables and Certified Franchise Executive programs; the American Bar Association's Forum on Franchising; and other franchise law-related meetings and training sessions.


  • Author, "Risky Business: Effects of New Joint Employer Standards for Small Firms —Testimony before the US House Small Business Subcommittee on Investigations, Oversight and Regulations," International Franchising Association, March 17, 2016
  • Co-author, "Annual Franchise and Distribution Law Developments 2011," American Bar Association
  • Co-editor and co-author, "Financial Performance Representations: The New and Updated Earnings Claims," American Bar Association (2009)


  • Presenter, "California Assembly Bill 5: What Franchisors and Franchisees Need to Know Now," ABA 42nd Annual Forum on Franchising: Franchising at its Peak (October 2019)
  • Presenter, "Joint Employer/Vicarious Liability: Practical Applications in Enforcing Brand Standards Without Exercising Too Much Control," IFA's 50th Annual Legal Symposium, Washington, DC (May 2017)
  • Moderator, "Advanced Issues in Mergers and Acquisitions in Franchise Systems," ABA 37th Annual Forum on Franchising: The Cutting Edge: Exploring Franchising's Next Frontiers (October 2014)
  • Presenter, "Advanced FPRs: Writing, Using, Attacking and Defending Financial Performance Representations," IFA 46th Annual Legal Symposium, Washington, DC (May 2013)
  • Presenter, webinar, "Taming the Renewal Beast: Practice Tips for a Seamless FDD Updating and Renewal Filing Season," ABA Forum on Franchising and ABA Center for Professional Development (February 2013)
  • Moderator, "Achieving Rapid Franchise Growth by Selling Multi-Units," IFA's Wednesday Wise Webinar (December 2012)
  • Presenter, "Managing System Change - Challenges and Opportunities," IFA's 52nd Annual Convention, Orlando, Florida (February 2012)
  • Co-presenter, "Annual Franchise and Distribution Law Developments 2011," American Bar Association

Memberships And Affiliations

  • General Counsel to International Franchise Association (the largest franchising trade association), Washington, DC (November 2016 – July 2023); Co-Assistant General Counsel (September 2014 – October 2016)
  • Member, Illinois Attorney General Illinois Franchise Advisory Board (2009 – present) Chairperson (since Summer 2012)
  • Member, International Franchise Association Supplier Forum Advisory Board (February 2011 – February 2017)
  • Member, 2010 Nominating Committee, ABA Forum on Franchising Governing Committee
  • American Bar Association
  • ABA Forum on Franchising