Practice Overview

Representative Experience

Franchisor

• Acquisition of Franchised Brand.  Led the due diligence portion of acquisition of international franchise brand, including review of intellectual property and operations of company-owned facilities.  Review and synthesis of existing franchise agreements and other franchise documents to identify potential issues, including limitations on ability to grow the system.  Analysis of franchised business model to identify strengths and weaknesses of franchise system, as well as economics of franchise relationships.  Analyze franchise disclosure documents to determine health of system and to identify positive and negative trends in operation of system. 

• Encroachment Analysis.  Perform encroachment analysis to determine ability to acquire competitive brand and convert locations to existing brand.  Technical analysis of existing exclusivity prohibitions in various franchise documents, including franchise agreements and franchise disclosure documents, to determine affect on acquirer plans to convert locations. 

• Acquisition of Brand out of Bankruptcy.  Led effort to purchase franchised brand out of bankruptcy.  Review and analyze stalking horse bid and determine strategy related to potential bid for brand.  Review various bankruptcy documents to determine status of franchised brand and to strategize on potential bid.

• Assist Franchisors in Reacting to Pandemic. Counsel various franchisors on options related to ability to require franchisees to shut-down or curtail business operations during COVID-19 pandemic.  Counsel various franchisors on ability to require franchisees to reopen during pandemic and how to do so safely.  Counsel various franchisors on operations during pandemic and on responses to various social issues.  Counsel franchisors on brand standards addressing social and political issues along with brand standards related to the reopening of facilities.  Draft brand standards addressing various of these issues.    

• Structure Franchise Systems.  Work with emerging franchisor to structure unit and regional development franchise systems.  Advise on terms of franchise relationships, including economic terms and relationship terms ranging from duration of agreements to non-competition provisions.  Draft disclosure documents, franchise agreements and development agreements for systems.  Advise on securing intellectual property of franchise system.

• International Franchisor operating manuals. An international franchise company turned to Larkin Hoffman to help rewrite, and in some cases create, operating manuals for multiple brands. Working with the franchisor’s operations personnel, outside consultants and in-house counsel, Joe Fittante led the effort to update and modernize the franchisor’s operating manuals to limit the franchisor’s liability in connection with its manuals and provide franchisees with clearer roadmaps for their operations. The work included identifying and rewriting potentially troublesome language contained in the manuals and rewriting many of the provisions in plain English to better describe the processes of the franchisor, making the manuals easier to read and more effective.

• Updated franchise agreements. Working with the client's franchise advisory committee, Joe Fittante assisted a franchise system with over 140 units in updating its franchise agreements based upon changes in the client's system of operation. 

Distribution

• Helped set up a national distribution network. A direct selling organization contacted Larkin Hoffman for assistance in establishing a national distribution network. The Larkin Hoffman team, led by Joe Fittante, spent approximately three months working with this organization to create a distribution network that would help the organization to grow to approximately 450 dealers. This project included advising the manufacturer on the applicability of franchise and business opportunity disclosure and relationship laws. Larkin Hoffman also helped build a compensation system for the dealers and drafted the rules and regulations under which the compensation system is administered, including advising on commission splits and down-line matters.

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