Avoiding the Accidental Franchise: Best Practices for Structuring Licenses or Distribution Agreements
Recording of a 90-minute CLE video webinar with Q&A
This CLE course will guide business counsel in determining when arrangements intended as licenses or distribution agreements could inadvertently result in creating a franchise. The panel will discuss strategies for structuring these arrangements to avoid an accidental franchise.
Outline
- Determining whether a business constitutes a franchise
- Three-prong analysis
- Variance among federal and state law definitions
- Strategies for drafting licenses and distribution agreements to avoid accidental franchises
- Trademark use
- "Marketing plan," "community of interest," or substantial assistance/significant control
- Franchise fee
- Complying with federal and state franchise and business opportunity laws once a franchise is established
- Franchise sales laws
- Franchise "relationship" laws
Benefits
The panel will review these and other crucial issues:
- How do franchise arrangements differ from non-franchise licensing and distribution agreements? What are the pros and cons of each?
- What risks do businesses face if they inadvertently misclassify their franchise as a non-franchise license or distribution agreement?
- What federal, state, and foreign franchise laws apply when a business is determined to be a franchise, and what are the key legal requirements of each?
Faculty
Rochelle (Shelley) Spandorf
Of Counsel
Steinbrecher & Span
Ms. Spandorf is a nationally recognized business franchise and distribution attorney with more than 40 years of... | Read More
Ms. Spandorf is a nationally recognized business franchise and distribution attorney with more than 40 years of experience representing franchisors, manufacturers, licensors, suppliers, franchisees, and distributors in their domestic and international expansion and strategic development. She concentrates her practice on a broad spectrum of transactional and regulatory issues for clients in all industry sectors, from startups to mature public companies. Ms. Spandorf assists clients with their contracts and legal compliance including preparing franchise disclosure documents, domestic and international franchise and distribution agreements, and registration filings. She counsels franchisors, suppliers, and trademark licensors on a broad array of operating issues ranging from contract enforcement to trademark protection, relationship disputes, antitrust and pricing matters, terminations and transfers, mergers and acquisitions and implementation of system-wide changes. Ms. Spandorf represents U.S. franchisors in their international expansion activities and helps foreign franchisors bring their franchise system into the U.S. She assists companies in the acquisition and sale of franchise systems or franchise units by providing franchise due diligence reviews and lead counsel services. On behalf of franchisees and area developers, Ms. Spandorf assists with the acquisition and sale of franchise rights and various transactional assignments. She is one of ten attorneys in the United States ranked by Chambers USA in its highest category (Band One) of leading U.S. franchise attorneys. Ms. Spandorf is recognized as a certified specialist in franchise and distribution law by the California State Bar. She has the distinction of being the first woman to chair the ABA Forum on Franchising, the nation's preeminent association of franchise attorneys, and has twice chaired the California State Bar Franchise Law Committee in North America. Ms. Spandorf is a frequent speaker and author on franchise topics and resource to the press on franchise issues. She was named by her peers as a 2022 “Lawyer of the Year” in the franchise law category in Best’s Lawyers, and has consistently been recognized as a “Global Elite Thought Leader” in franchise law in Who’s Who Legal USA, another annual peer ranking.
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Craig R. Tractenberg
Partner
Fox Rothschild
Mr. Tractenberg is a skilled international litigator who handles complex business disputes involving intellectual... | Read More
Mr. Tractenberg is a skilled international litigator who handles complex business disputes involving intellectual property, licenses, business torts and insolvency issues. He regularly structures new franchise programs, many of which are international. Mr. Tractenberg also defends and enforces franchise agreements. He has also served as special counsel to franchise companies.
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