Matters
- Structured franchise programs for 100+ US franchisors, and drafted franchise agreements, development agreements, and disclosure documents and registered the same for numerous brands in numerous industries, including restaurants, hospitality, health/wellness, and consumer goods.
- Structured and negotiated multiple US development and franchise plans for celebrity chefs and athletes.
- Structured outbound international franchise deals in 60+ countries for franchisors particularly in the restaurant / foodservice/hospitality spaces with special emphasis on development in MENA, Asia, Mexico, and Latin America.
- Structured inbound international franchise transactions for UK and Asian franchisors and affiliates.
- Advised on re-structuring of multiple franchise programs to specifically address joint employer, vicarious liability and related theories of liability and implementing methods for reducing risk and liability and speaking to franchise groups regarding same issues.
- Represented the franchisee of the exclusive rights in the United States and Canada of an international children amusement park concept in actions arising out of the attempt by the Mexican-based franchisor to terminate the franchise agreements. Obtained a preliminary injunction preventing the termination of the franchise agreement in the United States District Court for the Southern District of New York and thereafter handled the international arbitration before the International Chamber of Commerce.
- Represent the International Franchise Association in filing an Amicus Curia brief in the United States Circuit Court of Appeals for the 11th Circuit advocating for application of the rule of reason standard to apply to anti-trust challenges to “no hire” or anti-poaching clauses in franchise agreements.
- Represented large franchisee association for global quick service franchisor and negotiated relationship – focused changes to franchisor’s policies with respect to system changes, fees and free speech.
- Represented numerous franchisors in defense of claims for fraud and misrepresentation with respect to initial investment and financial performance representations.
- Represented US master licensor in negotiations for master license rights, defending, claims by sublicensees and other third parties including media.
- Represented private equity and family office buyers of franchise systems assessing manual standards, training and other activities with respect to potential joint employer, misclassification and vicarious liability risks.
- Structuring and conducting due diligence for multiple franchisors (including multi-brand portfolios) in M & A transactions including all franchise and supply chain risk assessment issues
- Represented hotel owners and developers in negotiating of investment, employment and licensing transactions with major and private label brands including hospitality management agreements.
- Represented independent franchisee association in formation of prospective buying group involving over 1,000 franchised units and over $300,000,000 in annual spend, including structure of purchasing organization, forming corporate entities, and preparing and negotiating agreements with franchisor, participation agreements with members, services agreements with procurement agent, and supply, distribution and warehouse agreements with vendors and suppliers across multiple countries.
- Structured transportation systems for Fortune 50 manufacturers, distributors and retailers, including home delivery/retail motor carrier, managed transportation, dedicated fleet, truck leasing and related fleet financing deals.
- Structured and negotiated numerous national purchasing cooperatives, buying groups and managed supply and procurement programs including all relevant tax, securities, anti-trust and corporate matters and preparation of subscriber, service, distribution and supply agreements and analysis of regulatory, antitrust, pricing and financing issues.
- Negotiated new relationship agreement and corporate governance documents between major restaurant brand with over 1,000 units and purchasing cooperative.
- Structured and negotiated the sale of manufacturing plants in Japan and United States, handled bankruptcy/insolvency of distributor/licensee in France and negotiated new supplier and licensing arrangements for Fortune 50 consumer goods company.
- Structured reseller and national account programs and prepared enforcement policies for numerous brands, national accounts and authorized resellers including MAP and other pricing-related analysis and implementing enforcement program based on antitrust, intellectual property and tort-related considerations.
- Advised, structured and negotiated the cessation of a national franchise program and termination and/or modification of existing franchise and distribution agreements.
- Represented national brands in connection with evaluating impact of COVID-19 pandemic on contractual rights and obligations under leases, and vendor agreements, including force majeure, commercial impracticability, and frustration of purpose issues, and negotiating contractual resolutions with vendors and landlords.
- Advised franchisors, manufacturers, distributors and retailers on regulatory compliance, blockchain, corporate social responsibility, pricing, delivery systems, 3PL, managed transportation, fleet management, and sourcing and licensing technology for company-owned and franchised supply chains.
- Structured and negotiated transition of major US restaurant franchisor from regional to national broadline distributor.
- Represented major manufacturer and retailer with dealer network in negotiations and drafting of a design services agreement and a contract manufacturing and supply agreement for the design and manufacture of smart technology sleep monitoring devices consisting of a proprietary textile-based sensor material and control board to collect and transmit data to the cloud; the design, development and maintenance of a mobile application; and development and on-going support of cloud data storage, data management and interpretation using proprietary algorithms for sale by authorized dealers and licensees.
