Practice Areas

Franchise & Business Opportunity Law

The Firm counsels prospective franchisors constantly – many businesses can be turned into a successful franchise, but timing and structure are critical. The Firm can help honestly assess whether your business can franchised, and whether now is the right time, or whether the chances of success will be increased significantly if you prepare your business first. The Firm also is accustomed to working with a team to successfully launch franchise systems – the client, the attorney, the accountant, franchise consultants and experts who have experience in starting a franchise from scratch.

The Firm counsels prospective franchisees constantly and assists them by reviewing and helping negotiate documents. Realistically, if you are considering buying a unit in a large, highly developed franchise system, your documents won’t be very negotiable. However, the Firm can still help you understand the potential pitfalls presented by the franchise agreement and analyze the deal. Having litigated many, many franchise disputes, and helped resolve many more without litigation, the Firm’s attorneys have the experience to understand what can go wrong, or right, in a franchise transaction. If you are considering buying a unit in a start-up or smaller franchise system, we may be able to help you negotiate the critical terms of your deal. We know from experience those items which are most likely to be negotiable and those which are not.

Franchise systems are symbiotic – disputes are best resolved by a cooperative effort between franchisor and franchisee. We can help you address and negotiate your franchise concerns, and use our experience to make suggestions and help solve problems in a practical way. If you are a franchisee, “burning the house down” doesn’t do much good if as a result you no longer have a place to live. That being said, there are times when an arbitrator or court is the last and only resort, and the Firm’s team of experienced litigators stand ready to present your case cogently and as economically as possible. We strive to help our clients understand the costs of litigation from an economic and business perspective and thereby make informed decisions about how to handle their disputes.

The Firm regularly represents franchisors and franchisees in regulatory and compliance matters, preparation of Franchise Disclosure Documents (FDD’s), franchise agreements and related documents, franchise disputes, and franchise litigation. The Firm’s practice includes state franchise filings and practice under the Federal Trade Commission (FTC) Amended Franchise Rule, as well as preparation of complex contractual agreements such as master franchise agreements, area development agreements, restrictive covenant and non-compete agreements. The Firm prides itself in representing start-up franchise systems, individuals considering or evaluating a franchise unit purchase or franchise unit sale, as well as representing parties in franchise arbitration or mediation.

The Firm also represents buyers and sellers of business opportunities and seller assisted marketing plans (SAMP) in litigation and regulatory compliance. We regularly counsel clients on compliance with the Federal Trade Commission’s (FTC) Disclosure Requirements and Prohibitions Concerning Business Opportunities, as well as compliance with state law in the 26 states specifically regulating the sales of business opportunities or SAMP’s. The Firm is one of the few law firms nationwide to offer specialization in business opportunity law and regularly appears in both federal and state courts, as well as before state administrative agencies in representing its clients on these matters.

We frequently counsel clients who sell products or services on how they can best establish distribution arrangements or licensing programs which avoid the application of franchise and business opportunity/SAMP regulations and the attendant expense and disclosure. While this is not always possible or practical, on many occasions it can be done within a framework which allows the client to profitably continue marketing their business program.

The Firm also assists its franchise, distribution and business opportunity law clients with their general business representation by establishing corporate and limited liability company entities, drafting and reviewing retail and office leases, sourcing agreements and related contracts.

The following attorneys make up the Franchise & Business Opportunity Law practice group:

Michael S. Rosenthal

S. Bradley Shipe

Questions about this practice area? Give us a call!

Phone: 404.261.0500

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