Franchising

Plave Koch PLC is recognized as a go-to law firm for the specialized legal services needed for successful franchising. With over 170 years of collective franchising experience, in dozens of industries, at all stages from start-up to wind-down or sale of the concept, we pretty much have seen it all.

We help clients:

Build and launch the franchise program. We walk concept owners through the business decisions that determine the types of contracts they need and what should be in them. While we draw from our previous work to promote efficiency, we do not expect you to accept an off-the-shelf product. We customize your documents to your philosophy and your business choices. We write the contracts to be user-friendly both for potential franchisees and for the franchisor’s own staff, without sacrificing critical safeguards.

Comply with franchise sales laws. We prepare Franchise Disclosure Documents to meet FTC and state requirements – and to present the franchise concept as professional and user-friendly. We help clients craft financial performance representations to assist potential investors. Our experienced paralegal staff efficiently files and prosecutes state franchise registrations and exemptions. We advise on the rules and risks of marketing the franchise opportunity, online and off, directly and through brokers.

Manage relationships with franchisees. A franchise system is a living organism that grows and changes. Managing one is more art than science. We have the experience to blend our legal advice with your business judgment to manage effectively. We help clients comply with their legal obligations in renewing (or not renewing) franchise rights. We document both simple and complex ownership changes at the franchisee level. We structure franchisee advisory councils and advertising cooperatives. We craft workout arrangements for struggling franchisees and protect franchisor interests in bankruptcy and receivership situations.

Construct and monitor the supply chain. We help franchisors with issues up and down the supply chain.  We structure supply contracts and assist with purchasing products and services from vendors.  We set up approved supplier/distributor programs for franchisee purchasing and design national account programs.

Enforce brand standards and system integrity. We help design compliance programs and processes to assure uniformity of image and consistency of operation among franchises. We develop technology and data policies for franchisees’ use of websites and social media. We help clients assess and respond to franchisee defaults and noncompete issues, sometimes leading to termination. We encourage negotiation to end disagreements but handle litigation and dispute resolution for those that can’t be resolved informally. We enforce obligations of terminated franchisees to de-identify and we challenge others who infringe our clients’ trademarks, domain names, and social media names.

Coordinate the franchise program with other business initiatives. We advise on co-branding and licensing arrangements and alternative distribution outside of the franchise network. We help with general advertising standards and special promotional programs such as contests and gift cards.

Execute large and small transactions. We help franchisors and private equity investors seize opportunities to acquire brands, usually serving as special counsel for due diligence on franchise issues. We help brand owners implement their exit strategies. We’ve been involved in a variety of other business and finance transactions, including franchise buybacks, sale of company-owned units, securitization, lending arrangements, equipment leases, management agreements, and joint ventures.

Go international. At last count, collectively we have worked on franchise projects in well over 60 countries. Our international work includes drafting and negotiating master franchise/subfranchise, multiple-unit development, and direct franchise deals and helping U.S. franchisors comply with franchise sales laws in other countries. Our firm was the very first to obtain registrations for U.S. franchise brands under the 2007 Chinese Franchise Regulations.

Representing franchisees

Though the focus of our franchising services is brand owners, we represent franchisees and prospective franchisees in transactions from time to time (we do not represent franchisees in litigation). We believe that exposure to both sides of the relationship makes us better franchise lawyers for all of our clients. Our understanding of franchisors’ concerns and expectations makes us effective and efficient advocates for franchisee clients, especially in negotiating business terms. At the same time, viewing franchise offerings from the investor’s perspective, if only occasionally, richly informs our work for brand owners, by sensitizing us to the real-world impact of franchise program documents.