Resources
DISTRICT OF
COLUMBIA
Ballard
Spahr Andrews & Ingersoll, LLP
www.ballardspahr.com
Ballard Spahr's
Franchise and Distribution Group focuses on the needs of franchise and
distribution system companies to deliver complete solutions, integrating
transactional creativity with regulatory experience, intellectual property protection,
and litigation prosecution and management.
By organizing a practice team around
our clients' business and legal needs, Ballard Spahr is well suited to cover
the full range of issues facing our franchise and distribution industry clients
in today's rapidly evolving business environment. Our clients include large
private and public multi-national companies, growing and start-up franchise and
distribution systems, multi-unit developers and operators, private investors
and venture capital companies contemplating franchise and distribution system
investment opportunities, and lending institutions engaged in lending and other
financial activities.
Ballard Spahr lawyers have been
engaged in a wide variety of franchise and distribution system-related matters,
including:
- Franchise
Law Counseling and Compliance
- Litigation
- Distribution
and Sales Agency Counseling
- Mergers/Acquisitions
- Securities
- Financial
Lending
- Intellectual
Property
- Real
Estate/Land Use/Retail Development
- Workouts/Bankruptcy
Blackwell Sanders Peper Martin LLP
www.blackwellsanders.com
Kansas City - St. Louis - Omaha - Springfield
Washington, D.C. - London
Blackwell Sanders Peper Martin LLP is a leading commercial law firm in the Midwest, recognized nationally for transactional and litigation practice. Corporate Board Member magazine has consistently ranked the firm as one of the Best Corporate Law Firms in America. With over 300 lawyers, concentration is focused on more than 45 significant practice areas including: franchising and distribution, intellectual property, labor and employment, securities and finance, real estate, mergers and acquisitions, creditors rights and bankruptcy, litigation, employee benefits & executive compensation and estate planning.
Our firm has earned the trust of Fortune 500, multinational, middle-market public companies and some of the largest privately held companies in the United States. Many of these clients are global leaders in their industries, including agribusiness, energy, finance, manufacturing, communications, transportation, franchising, design and engineering. Our lawyers have earned distinction for legal strategies and innovative solutions provided to meet the business and regulatory challenges of our clients in these industries.
The Franchising & Distribution practice focuses on the design, implementation, financing and maintenance of franchise and distribution businesses. Our franchise attorneys coordinate work with practice areas vital to franchise and distribution clients, such as Intellectual Property, Labor & Employment, Real Estate, Securities, Mergers & Acquisitions, Tax and Antitrust.
Our services include proactive counseling to franchise and distribution clients. Our franchise attorneys design policies and procedures aimed at maintaining positive relationships between franchisors or suppliers and their franchisees and distributors. Legal and business guidance is provided to start-up companies in the development stages of their franchise and distribution concepts.
The franchise practice covers federal and state regulatory compliance, area development and single-unit franchise offerings, development of non-franchise distribution systems, relationship issues, dispute resolution, trademarks and licensing of intellectual property, capital raising and acquisitions. Practice experience and expertise is used to effectively and efficiently assist clients in defining and achieving development goals.
Haynes and Boone, LLP
Franchise and
Distribution Practice Group
Core Practice
Our Franchise and Distribution attorneys are experienced and internationally
recognized authorities in Franchise and Distribution law. They are perceived by
many as some of the best and most influential franchise lawyers in the world.
They are authors of countless books and articles, and are respected sources of
expertise for numerous publications and editorial boards. With the support of
Haynes and Boones full-service, client-oriented team capabilities, our
Franchise and Distribution attorneys can help clients address the wide range of
domestic and international issues that affect their businesses in order to
construct meaningful and cost-effective solutions. We have the specialized
knowledge to assist companies to decide whether and how to establish new
franchise, licensing and distribution programs, both domestically and
internationally. We represent companies of all sizes and in diverse industries,
from retail to hospitality to manufacturing. Our Franchise and Distribution
Practice Group works alongside our Corporate/Securities, Mergers &
Acquisitions, Intellectual Property, Venture Capital, Finance, Tax and Business
Litigation Practice Groups, providing the necessary assistance when business
issues or problems arise.
Areas of Special Franchise Practice Emphasis
- Dispute Resolution:
Traditional and Alternative
- Due Diligence in Acquisitions
of Franchise Companies
- Encroachment
- Earnings Claims
- Franchisee Associations and
Advisory Councils
- International Development
- Impact of E-Commerce and
Technology on Franchise Relationships
- Master Franchising
- Purchasing Cooperatives
Haynes and Boone is one of the largest and fastest-growing law firms in the U.S. Our firm believes that the world of business belongs to companies keen to compete, quick to adapt, eager to listen and learn and resolved to continually challenge themselves. We measure ourselves by the same standards. Our teamwork culture, our willingness to change quickly to meet the demands of the marketplace and our drive to be the best have been the key factors behind our success. We have grown from a handful of lawyers in 1970 to more than 450 lawyers today, have added more than 25 practice specialties, have expanded to nine offices and have become a national leader in the use of technology to deliver legal services.
Practice Group Attorneys
Joyce G. Mazero is practice leader for Haynes and Boone's Franchise
& Distribution Practice Group and a member of the firm's Americas and
International Practice Groups. She served two terms on the ABA Forum on
Franchising Governing Committee; is Co-Editor, Monograph on Earnings Claims,
2003; and Co- Author, Monograph on International Franchising, 2001. She is
Liaison, ABA Section of International Law Subcommittee on International
Franchise to the ABA Forum on Franchising, 2004- 2005; a former member of the
IFA Board of Directors, former Chair of the Supplier Forum, and a current
member of the Advisory Board of the IFA Womens' Franchise Committee
(coordinator of the 2000-2003 Annual Leadership Conferences); Co-Chair,Women's
Foodservice Forum International Committee, 2004; and member, Women's Franchise
& Distribution Forum. She also served as Editorial Advisor; Franchising For
DUMMIES (2001) and currently serves as Managing Editor of "Franchising -
The World View" for Franchise UPDATE magazine. She was recognized as a
Texas Superlawyer (2003, 2004) and one of the Top 50 Female Super Lawyers
(2003) by Texas Monthly Magazine; listed in D Magazine as one of the best
lawyers in Dallas, 2001- 2004. She is also the winner of the 2003 IFA Women's
Franchise Committee Crystal Compass award.
joyce.mazero@haynesboone.com
Deborah S. Coldwell, Partner, is a trial lawyer whose practice
focuses on franchise and distribution disputes. She has successfully
represented clients at trial in cases involving trademark infringement, breach
of fiduciary duty, fraud and breach of contract. She has negotiated successful
outcomes for clients out of the courtroom as well, handling matters involving
alleged franchise encroachment, breach of contract, misrepresentation and
improperly transferred franchises. Ms. Coldwell was recognized by her peers as
one of the best lawyers in franchise and distribution law in Dallas, Texas in
the May 2003 and 2005 issues of D Magazine and was selected as a Texas Super
Lawyer in the November 2003, 2004, and 2005 issues of Texas Monthly. She was
listed in the 2004 International Whos Who of Franchise Lawyers and as one of
the top franchise lawyers in America by Franchise Times in 2005. Ms. Coldwell
is an Associate Editor for the ABA Forum on Franchising Franchise Law Journal
and is a member of the Governing Committee for the ABA Forum on Franchising.
deborah.coldwell@haynesboone.com
Jan Gilbert has over 15 years experience counseling franchisors and
franchisees on all facets of domestic and international franchising. He has
written and lectured extensively on a variety of franchise topics, including negotiation
of franchise agreements, mergers and acquisitions of franchise systems,
franchise registration and disclosure and franchise relationship issues, such
as termination, transfer, nonrenewal and compliance with system standards. Mr.
Gilbert also has expertise in structuring and restructuring franchise programs.
He has worked with both startup and mature franchisors. Mr. Gilbert is a member
of the ABA Forum on Franchising, Antitrust Section, and the Legal Legislative
Committee of the International Franchise Association.
jan.gilbert@haynesboone.com
Carl E. Zwisler represents franchisors, manufacturers and investors
in structuring, negotiating and enforcing domestic and international franchise,
licensing, distribution and acquisition agreements. He has assisted companies
in evaluating expansion of their businesses throughout the world, and has
represented franchisors in renegotiating troubled international franchise
relationships. Carl served as IFAs Chief Staff Counsel or General Counsel from
1975 to 1983. He later chaired IFAs Supplier Forum and served on IFAs Board
of Directors. He is a member of IFAs Legal/Legislative and Franchise Relations
Committees. He was an advisor to the U.S. State Department on the UNIDROIT
Model National Franchise Law project. He has lead 3-day international master
franchising symposia at the annual International Franchise Expo since 1992. He
authored the book, Master Franchising: Selecting, Negotiating and Operating a
Master Franchise, published in 1999 by Commerce Clearing House. He also
authored Franchising Basics: The Official IFA Course, an interactive web
based course. Carl is listed in the International Whos Who of Franchise
Lawyers.
carl.zwisler@haynesboone.com
Warren C. Hummer has practiced franchise law for over 20 years as
in-house and outside counsel to mature and start-up domestic and international
franchisors in the hospitality and business services segments. His experience
includes significant work with franchisors in turn around situations. A
former Municipal Court Judge Pro Tem and an Approved Mediator by the Kansas
Supreme Court, Warren has received extensive alternative dispute resolution and
mediation training from the National Judicial College, Reno, Nevada. He was
appointed to the Southwest Region panel of mediators for the National Franchise
Mediation Program. He is licensed to practice law in Kansas, Texas, Arizona and
Colorado.
warren.hummer@haynesboone.com
Gayle Cannon, of counsel, has over 25 years experience in counseling
franchisors, area developers, master franchisees, franchisees and trade
associations. Her breadth of experience includes serving as in-house counsel
for a publicly traded franchisor, owner of a franchise for ten years, and
private practice for 17 years. She has counseled clients on domestic and
international franchise laws; alternatives to franchising; compliance with
regulatory requirements in the offer and sale of franchises (domestic and many
foreign countries) and business opportunities; franchise relationship matters
including transfers, renewals, terminations, good faith and fair dealing and
discrimination; development of advertising cooperatives, franchise advisory
councils and associations; supplier arrangements; use of the Internet; mergers
and acquisitions of franchisors and the sale and purchase of franchised
businesses. Ms. Cannon is a member of the ABA Forum on Franchising, Antitrust
Section and the Franchise and Distribution Law Section of the Dallas Bar, of
which she is a past president and board member. She has spoken and written on
franchise and distribution law issues at the ABA Forum, roundtables, the State
Bar of Texas Intellectual Property Law Institute, and the Dallas Bar Franchise
and Distribution Law Section, among others.
gayle.cannon@haynesboone.com
Hal Sanders, Partner, has more than twenty seven years experience in
handling franchise litigation. He is a member of the ABA Antitrust Section's
Franchising Committee, the ABA Litigation Sections Antitrust Litigation
Committee, the ABA Forum on Franchisings Litigation Division, and the State
Bar of Texas Antitrust and Business Litigation Section. Mr. Sanders has chaired
International Franchising Association monthly programs in Central Texas, and
speaks on antitrust and franchising topics. He has defended successfully a
variety of franchisors in state and federal court as well as before state
administrative agencies and in governmental enforcement actions by States
Attorney Generals offices.
hal.sanders@haynesboone.com
Robert A. Lauer is an associate in the Haynes and Boone Franchise and
Distribution Group. Mr. Lauers practice focuses on all aspects of domestic and
international franchise transactions and he previously served as in-house
franchise and litigation counsel for a publicly-traded franchised restaurant
company. Mr. Lauer was named a Texas Rising Star by Law & Politics
Magazine and Texas Monthly for 2005 and the speaker for the Texas Bar
Association's Ten Minute Mentor video tutorial on "What Every Texas
Attorney Should Know About Franchise Law". He is a member of the ABA Forum
on Franchising, the State Bar of Texas and a former vice-chair of the franchise
and distribution section of the Dallas Bar Association.
rob.lauer@haynesboone.com
Jason R. Augustine, associate, has experience representing both
plaintiffs and defendants in a variety of business litigation matters including
contract, franchising and licensing disputes.
jason.augustine@haynesboone.com
Alberto de la Pea, associate, is licensed in Mexico and based in the
Dallas office. He represents clients in domestic and cross border transactions
related to Mexico and Latin America. His areas of expertise include general
corporate, franchising, joint ventures, mergers and acquisitions.
alberto.delapena@haynesboone.com
Aimee Minick, associate, is experienced in representing entities
involved in actions based on tortious interference, breach of contract, and breach
of fiduciary duty.
aimee.minick@haynesboone.com
Ryan C. Whitfill, associate, focuses on corporate, franchising,
licensing and distribution matters with an emphasis on international
transactional work. He is a member of the State Bar of Texas and Franchise
& Distribution Section of the Dallas Bar Association, and the ABA Forum on
Franchising. He is Assistant Editor of Franchising - The World View, Franchise
UPDATE magazine.
ryan.whitfill@haynesboone.com
Ice Miller, Legal and Business Advisors
One American Square
Box 82001
Indianapolis, Indiana 46282
(With Offices in Chicago, Illinois and Washington, D.C.)
www.icemiller.com
Contact Partner: James L. Petersen (317) 236-2308
Email: james.petersen@icemiller.com
Ice Miller's franchise practice is tailored to meet the
litigation needs of our franchise clients. Years of litigation in state and
federal courts have positioned the Firm's franchise attorneys to defend or
prosecute our clients' interests in emergency and non-emergency procedures. We
know the Indiana landscape; the judges, the juries, the right venue, the
important cases and subtleties which may make the difference for our clients.
Our experience also includes work in all dispute resolution contexts, including
administrative agencies, arbitrations and mediations. We have developed
strategies for litigation and litigation avoidance. Whether the issue is a
termination, enforcing a covenant or protecting intellectual property, we have
the experience that makes a difference in developing a winning strategy.
James Petersen's primary practice concentration is in litigation
and franchise law. He has handled a diverse case load including business
litigation, franchise disputes and contract law disputes.
He is a member of the Indiana State and American Bar Associations. He is also a
member of the ABA Forum Committee on Franchising, ABA Litigation Section, and a
Fellow of the American College of Trial Lawyers.
Mr. Petersen obtained his B.A. from Illinois State University. He received his
M.A. from the University of Illinois at Springfield before attending the
Indiana University School of Law where he graduated magna cum laude and
received the Order of the Coif.
Philip Whistler's primary practice concentration is in litigation
of business disputes, including dealership and franchising litigation. He has
handled numerous franchise cases in state and federal courts, including some of
the leading cases under the Indiana Franchise Act.
Mr. Whistler has practiced with Ice Miller for 23 years. He is a member of the
Indianapolis, Indiana State, and American Bar Association. He is a member of
the ABA Forum Committee on Franchising, the ABA Antitrust Committee, and the
ABA Section of Litigation. He received his B.A. in History from Stanford
University in 1974 and graduated cum laude from Harvard Law School in 1978.
Schmeltzer, Aptaker & Shepard, P.C.
Schmeltzer, Aptaker & Shepard, P.C.
2600 Virginia Avenue, N.W., Suite 1000
Washington, D.C. 20037-1922
202-333-8800 Fax: 202-625-3311
http://www.saspc.com sas@saslaw.com
Schmeltzer, Aptaker & Shepard's Franchise and Distribution Group
consists of fourteen attorneys who devote their time to providing high quality
service to franchisor clients. The Group has extensive experience in litigating
and counseling franchisors on issues such as underreporting of sales, tax
fraud, standards enforcement, unauthorized transfers, sale of unauthorized
products, encroachment, nonpayment, antitrust, fraud, breach of contract,
mergers and acquisitions, defamation, trademark violations, covenants not to
compete, and vicarious liability. The Group also advises franchisors on state
and federal regulatory requirements, and assists franchisor clients in the
drafting and modification of Uniform Franchise Offering Circulars, franchise
agreements, distribution agreements, territory agreements, operations manuals,
and other key documents.
The Group is one of the largest franchise law sections in the nation, and its
cases are regularly cited at the annual judicial update sessions at the
International Franchise Association Legal Symposium and the ABA Forum on
Franchising. Members of the Group are frequent speakers at these events, and
have written numerous articles on franchise law for publications such as the
Franchise Law Journal and Franchising World magazine.
Robert L. Zisk heads the Franchise Group and is a shareholder
with the firm. Mr. Zisk received his B.S. degree from Cornell University in
January 1980 and his J.D. with honors from Duke University Law School in 1983.
He has tried numerous franchise cases in state and federal courts throughout
the country. Mr. Zisk is a member of the American Bar Association's Forum on
Franchising. He has been a speaker at the International Franchise Association's
Legal Symposium and at the National Restaurant Association's Internal Auditors
Group annual meeting, and has conducted seminars on franchise topics for
in-house counsel and other groups.
David E. Worthen is a shareholder with the firm. He received his
B.A. in Political Science and Psychology from Syracuse University in 1985, and
his J.D. with honors from the Syracuse University College of Law in 1988, where
he was a member of the Syracuse Law Review. Mr. Worthen has extensive
experience in franchise litigation, with a particular emphasis on standards
enforcement litigation. He has spoken on standards enforcement at the IFA Legal
Symposium and the ABA Forum on Franchising, and has written several articles
for franchise publications.
Eric L. Yaffe is a shareholder with the firm. He joined the firm
after serving for nearly nine years as a federal prosecutor with the U.S.
Department of Justice. Mr. Yaffe received his Bachelors degree in 1981 from
Oberlin College and his J.D. in 1986 from the University of Chicago. Mr. Yaffe
has extensive trial experience in private practice and with the government, and
worked for DOJ as Deputy Chief of the Campaign Financing Task Force, as a Trial
Attorney in the Public Integrity Section, and as an Assistant United States Attorney
for the District of Columbia.
Smith,
Gambrell & Russell, LLP
1230 Peachtree Street NE � Promenade II, Suite 3100
Atlanta, GA 30309
Phone: 404-815-3623 � Fax: 404-815-6932
rgreenstein@sgrlaw.com
Atlanta - Jacksonville - Washington, D.C. - Frankfurt, Germany
Smith, Gambrell & Russell's
Franchise and Distribution Group is recognized as a national leader in
franchise and distribution law.
The Franchise and Distribution Group
represents companies in a broad range of industries and sizes, from start-up
companies to established large-scale domestic and international franchisors.
Our Franchise and Distribution Group
is full-service, and includes acquisition, tax, and litigation specialists.
Focused on franchisors and distributors, SGR attorneys serve as sole legal
counsel for many top companies. The Franchise and Distribution Group at Smith,
Gambrell & Russell, LLP offers significant experience and expertise in the
following areas:
- Structuring
franchise programs, including preparing franchise offering circulars,
complying with federal and state regulatory requirements, and registering
franchise offerings with state regulatory authorities.
- Drafting
and negotiating franchise agreements, as well as preparing area development
agreements, subfranchise agreements, master franchise arrangements, and
related joint ventures.
- Advice
regarding the acquisition of franchise systems including due diligence
investigations and drafting and negotiating purchase documents.
- Structuring
international expansion through franchising and other ventures.
- Structuring
distribution programs and relationships that avoid federal and state
franchise disclosure and business opportunity laws.
- Providing
creative legal and business solutions to franchise and distribution
problems.
- Ongoing
compliance with applicable federal and state regulatory requirements.
- Co-branding
relationships.
- Structuring
in-house compliance programs and providing "hands-on" counseling
to executives and franchise sales representatives.
- Advice
with respect to trademark availability, trademark registration, software
protection, trade secret protection, enforcement of trademark rights, and
litigation of trademark infringement disputes.
- Effective
use of alternative dispute resolution methods and counseling with respect
to alternative distribution channels and legal compliance related to such
channels.
- Advice
on transfer, renewal, and termination of franchises.
- Advice
on electronic commerce issues and their effect on franchise companies.