Overview

Wiley provides a full range of legal services to meet the needs of franchisors. In addition to our expertise representing U.S. franchisors domestically, our attorneys specialize in helping U.S. franchisors expand internationally and in helping non-U.S. franchisors develop in the United States.

We pride ourselves on the personal attention that our attorneys provide to clients. We are committed to learning about our clients’ businesses so we can better identify and address client needs. We use our resources, including our associates and legal assistants, to promote efficiency, but never as a substitute for the personal attention of the principals with whom our clients have developed trusting relationships.

As part of a full-service firm, we also can assist clients on all non-franchise matters. Our goal is to build long-term relationships with our clients and help them as they grow their systems.

Our Diverse Client Base

Over the years, our attorneys have represented franchisors of all sizes in numerous industries, ranging from new franchisors with limited operations to experienced franchisors with more than 3,000 franchisees. We work, and have worked, with franchisors in a wide range of retail and service industries, including quick service, quick casual, and casual dining restaurants; supplemental educational services; senior care services; cosmetics; fashion accessories; hotels and hospitality providers; and many others.

Our Services

  • Captive Market Development. We work with franchisors to develop franchise programs that succeed in the unique circumstances that exist in captive market locations, such as airports, military bases, casinos, college campuses, stadiums, and convention centers. These locations provide significant exposure to a franchisor, but pose unique challenges.
  • Developing a Franchise Program – Or Avoiding One. We help clients – both domestic companies and non-U.S. companies seeking to develop in the United States – decide whether franchising is the right expansion method 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. If companies prefer to avoid creating a franchise, we work with them to structure their agreements to escape franchise law coverage to the extent possible. In addition to assisting new franchisors, our franchise attorneys overhaul clients’ franchise documents to achieve the particular franchisor’s business objectives while incorporating best practices and state-of-the-art drafting techniques.
  • International Franchising. Working with our worldwide franchise network of law firms, our attorneys support our clients in navigating expansion into new markets around the globe, including complying with country-specific disclosure, registration, and filing requirements and the creation and negotiation of direct franchises, development agreements, master franchises, joint ventures, advertising cooperatives, and purchasing cooperatives. In addition, we assist clients with international franchise terminations, ownership changes, and regulatory compliance. We have experience with international arbitration under the rules of the American Arbitration Association, the London Court of International Arbitration, the Singapore International Arbitration Centre, and other forums.
  • M&A/Financial Transactions. Our attorneys have served as deal and franchise counsel in the acquisition of numerous franchise companies. We assess the target company’s level of compliance with franchise registration/disclosure and relationship laws, determine the status and enforcement of existing franchise agreements, assess the level of franchisee discontent, identify potential risks and liabilities that the acquisition documents should address, draft and negotiate the franchise portions of the deal documents, and develop new franchise programs for the purchasers. We also have served as deal and franchise counsel in the disposition of a number of franchise companies. In this capacity, we assess the seller’s level of compliance with franchise registration/disclosure and relationship laws, correct noncompliance issues, and draft and negotiate the franchise portions of the deal documents.
  • Managing Franchise Relationships. We advise franchisors on their contractual rights and obligations as well as restrictions imposed by franchise relationship laws and other laws, including enforcement of system standards, renewal, and termination of franchise rights and noncompetition covenants, among others. We also work with franchisor field, accounting, and corporate staff to identify monetary and operational defaults, provide formal notices of default, negotiate resolution of the defaults, and, where necessary, proceed to termination and enforcement of post-termination obligations.
  • Refranchising. We represent franchisors in the sale of company-owned units to franchisees and in purchasing units from franchisees. Our attorneys help with strategic planning, due diligence, purchase and sale agreements, employment issues, shareholder disputes, regulatory compliance, and post-transaction issues.
  • Regulatory Compliance. We guide franchisors through the myriad state, federal, and foreign laws that govern franchise offerings. Our attorneys prepare Franchise Disclosure Documents (FDDs) and register the franchise offerings in all relevant jurisdictions. We work with clients to create FDDs that not only comply with all legal requirements but also are effective sales tools with financial performance representations where appropriate. When possible, we take advantage of exclusions and exemptions that permit our franchise clients to avoid or reduce the burden of regulation.

Contact Us

Christine Connelly
202.719.7372 | cconnelly@wiley.law

Related Practice Areas

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International Series

International Series

The International Franchise Development Series offers a broad overview of franchise regulation and the legal issues confronting franchisors seeking to expand into certain countries from the combined legal perspective of U.S. and local counsel. 

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