FRANCHISE LAW FOR NON-LAWYERS
DAY ONE
9:00am – 9:30am Welcome & Introductions
9:30am10:30am
Franchise Defined and Key Considerations
We will explore and discuss the definition of a franchise, the dynamics of “control” in the franchise model, and the import of intellectual property. The discussion will include how these concepts relate to joint employer, misclassification, and vicarious liability issues, including in depth exploration of critical issues related to developments in employment law as they are impacting franchising. We will cover joint employer, misclassification, and vicarious liability. We will also explore and discuss how various important intellectual property concepts are defined, used in the definition of a franchise and as part of the franchise model.
10:30am11:15am Franchise Expansion Models
We will explore and discuss different structures for franchise growth and highlight the pros and cons of each structure to help inform strategy and expansion decisions.
11:15am –12:15pm Lunch
12:15pm3:45pm
Franchise Sales, Disclosure and Registration Laws, and Franchise Agreements
We will take a comprehensive look at the fundamentals of franchise sales laws including disclosure and registration requirements and related compliance procedures important to managing any franchise sales process, including annual renewals, preparing and using financial performance representations, preparing and implementing marketing and advertising programs, proper preparation of the franchise disclosure document, training franchise sellers, using brokers (including potential disclosure and registration obligations under new laws), potential consequences of noncompliance with federal and state sales laws, dealing with renewals, transfer and more.
3:45pm - 5:00pm Key Franchise Agreement terms
We will identify key provisions that are often negotiated or litigated, as well review what key and common terms of the franchise agreement really, legally mean (e.g. “reasonableness,” “materiality”) and what legal “boilerplate” means (e.g. “severality,” “anti -waiver,” “choice of law,” “force majeure,” and similar provisions) for the purpose of improving understanding of the franchise agreement and the ramifications of negotiations.
OUTCOMES/LEARNINGS:
The attendees will learn & understand:
The definition of a franchise
The ever- changing standards for joint employer, misclassification, and vicarious liability
Tips for navigating the fine line between the control necessary to ensure consistency with brand and trademark standards while avoiding increased risk for Joint Employment, misclassification, and vicarious liability
The nature of intellectual property rights, the role of such rights in the franchise model and how to protect such rights
The “traditional” direct Franchise Agreement
Area Development & Multi-Unit Agreements
Area Rep. or Regional Developer Agreements Master Franchise Agreements
The background and purposes of the FTC Rule and state registration and disclosure laws
The content required for the Franchise Disclosure Document (FDD)
General state law registrations and disclosure requirements and state-specific issues
The requirements and parameters for providing financial performance representations
Advertising and disclaimers
Brokers including broker registration and disclosure requirements
States with specific franchise marketing requirements
The need and best practices for disclaimers
Ways to employ regional and national franchise marketing programs
Key “Franchise relationship” terms in standard franchise agreements
Commonly negotiated provisions and understanding what “legal boilerplate” and other legal terms mean to better inform your negotiation strategy