The Cortés Law
Group's attorneys provide a full range
of legal services to meet the unique
needs of companies that use franchising
to market goods and services.
We use our resources, including our
associates and legal assistants, wisely
to promote efficiency, but never as a
substitute for the personal attention of
the partners with whom our clients have
developed a trusting relationship. Our
interest is in building a long-term
relationship with our clients, which we
have successfully done. We have
represented many franchisors for a
decade or longer.
Developing A
Franchise Program—Or Avoiding One
We help clients decide whether
franchising is right for them. When
companies choose franchising to
distribute their goods or services, our
franchise attorneys work closely with
them to structure their programs and to
develop user-friendly franchise
documents. When franchising is not the
answer, we help structure agency,
licensing and independent-distributor
arrangements that will achieve the
client’s business objectives.
Our attorneys work
with franchisors in a wide range of
retail and service industries, including
quick service and casual dining
restaurants, tax return preparation,
test preparation and supplemental
educational services, sporting goods and
apparel, custom storage services,
cosmetics, veterinary hospitals,
business coaching services, hotels and
hospitality providers, staffing
services, retail battery centers and
many others.
Regulatory Compliance
Franchisors must comply with myriad
state, federal and foreign laws
governing franchise offerings. We guide
franchisors through this regulatory
maze. Our attorneys prepare Uniform
Franchise Offering Circulars (UFOCs) and
file state registrations for all
relevant jurisdictions. Whenever
possible, we take advantage of
exclusions and exemptions that permit
our franchise clients to avoid or reduce
the burden of regulation.
Franchise Marketing
Marketing a franchise concept presents
its own set of challenges. For clients
that decide to publish “earnings claims”
or financial performance information,
our franchise attorneys help compose the
UFOC disclosure and appropriate
disclaimers. We regularly review ads,
brochures, DVDs, direct mail pieces and
other franchise marketing materials. We
guide franchisors on using the Internet
and telemarketing to promote their
franchise concepts, including compliance
with do-not-call requirements.
Managing the Business
Relationship
We advise franchisors on their
contractual rights and obligations, as
well as restrictions imposed by
franchise relationship laws and other
laws. Clients rely on our franchise
attorneys to solve problems arising
from:
Enforcement of system standards
- Renewal and
termination of franchise rights
-
Noncompetition covenants
- Purchasing
requirements
- Advertising
programs
- Perceived
discrimination among franchisees
- Encroachment
claims
- Advisory
councils and franchisee associations
- Other legal
challenges that arise in managing a
franchise system
Acquiring and
Selling Franchise Companies and
Franchised Units
Our attorneys advise clients
who wish to buy or sell interests in
franchise companies. The transactions in
which we have been involved include sale
of the franchisor's stock to a private
equity investor or strategic buyer, sale
of the assets of the franchise system,
private placements, debt financing,
project financing and financial
restructuring. Our attorneys have
represented acquiring franchisors and
private equity funds, as well as
acquired companies. We also represent
franchisor clients in the sale of
company-owned units to franchisees and
in purchasing units from franchisees.
Litigation and Dispute
Resolution
Our litigators shall defend franchisors
against virtually every type of claim
that can arise in a franchise
relationship, including:
- Allegations
of wrongful termination
- Claims of
breach of contract and alleged lack
of good faith and fair dealing
- Disputes over
franchise renewals
- Claims
arising out of system acquisitions
and divestitures
- Claims by
franchisee associations
- Class actions
- Attacks on
system purchasing requirements
- Vicarious
liability for franchised outlets
- Encroachment
claims, including encroachment by
e-commerce.
Our franchise
attorneys enforce system standards,
challenge violations of noncompetition
covenants and enjoin trademark
infringement. We represent clients
regularly in state and federal courts
throughout the country, as well as in
arbitration proceedings, mediation and
government investigations.
International Franchising
Our franchise attorneys regularly advise
U.S.-based clients on franchising in
other countries and related issues,
including development and negotiation of
international franchise agreements with
the help of a network of trusted foreign
counsel. For special problems with
import-export restrictions and U.S. and
international trade sanctions, we call
on the firm's international
trade specialists.
Intellectual Property
We have experience in a full range of
domestic and international trademark,
copyright and patent matters.
Our franchise transactional and
counseling attorneys have:
-
Conducted
franchise due diligence and served
as special counsel in the
acquisition of numerous franchise
companies. We have assessed the
target company’s level of regulatory
compliance, determined the status of
existing franchise agreements, and
identified potential risks and
liabilities that the acquisition
documents should address.
-
Counseled
companies on a continuous stream of
international franchise projects,
including new master franchise and
development agreements, joint
ventures, franchise terminations.
-
Overhauled a
client’s franchise program documents
to achieve the company’s objectives
of making the documents
user-friendly and compatible with
the company’s investor profile.
Structuring
Business Relationships: Our
attorneys provide significant assistance
to clients in structuring their business
relationships. The nature of the
relationships developed with the
assistance of our attorneys range from
owner and investor to service provider
and customer. The cutting edge issues
characteristic of much of the firm’s
practice, particularly in the
communications and intellectual property
areas, means that many of these
relationships are formed in an
atmosphere of great creativity and joint
exploration. We assist our clients in
the formation and maintenance of the
full range of business entities,
including limited liability companies,
corporations (both U.S. and offshore)
and general and limited partnerships. An
element of this aspect of our practice
is assisting our clients in determining
the most efficient business structure in
light of the client’s needs. Working
with our tax attorneys, we structure
transactions in a manner that best
serves the current and future interests
of our clients.
