Franchise & Distribution
Our franchise and distribution team's approach starts with understanding our client’s business objectives. We listen to understand their goals, needs, systems, and culture, and then we help create business and legal strategies to achieve their objectives. We have worked with U.S. and foreign franchise and distribution systems in a broad range of specialty industries, including quick service restaurant concepts, retail gasoline and convenience stores, hotels, gym and fitness studios, trash removal, residential real estate, home construction services, solar electrical installations, and home nursing and patient care, among others.
Across all of these businesses, we understand that franchisors and other distribution businesses don't just need legal advice, they need advice that serves their business interests. Everything we do is aimed toward helping clients get as much value as possible out of their system, whether that involves working to structure a system, helping take a system across an ocean, or cost-effectively resolving a dispute with a franchisee, a dealer, a competitor, or a governmental agency.
Our experience includes:
- Franchise Registration & Compliance: Structuring franchise and non-franchise distribution systems; preparation of franchise disclosure documents (FDDs) and other franchise documents; state franchise registrations, renewals, and amendments; and legal compliance and training programs.
- Litigation and Dispute Resolution: Intellectual property (IP) enforcement; defense of claims based on alleged misrepresentations or disclosure or registration violations; termination and nonrenewal; product pricing; discrimination; state franchise relationship laws; domestic and international enforcement of franchisee and dealer payment obligations; and class and mass actions.
- System Operations: Vendor and supplier agreements and relationships; advertising cooperatives and franchisee associations; franchisee relationship issues; franchisee compliance with brand standards; and franchisee and dealer terminations and nonrenewals.
- International: Drafting and negotiation of international agreements and enforcement of international agreements.
- Corporate Structure and Finance: Corporate structure; joint ventures and acquisitions; corporate governance and succession planning; and private equity investment.
- Trademark and Other IP: Trademark and trade dress registration and enforcement; copyright and trade secret protection and enforcement; website audits; contests and sweepstakes compliance; domain name disputes; and enforcement of non-competition covenants.
- Product Distribution: Antitrust advice; product supply and sales agreements; product labeling; U.C.C. matters; product liability; and warranties.
Day-to-Day Advice
We understand that running a business requires quick decisions, often with incomplete or imperfect information. We advise clients on legal requirements and applicable restrictions, and we also help quantify the risk involved. It's one thing to know the speed limit, but it's something else entirely to know where the road blocks are. Our combined experience with litigation, regulatory compliance, registration and disclosure obligations, and business agreements gives us the ability to predict the missteps that can happen, and to help clients avoid them along the way.
We get excited by our clients' successes, and all of our advice is based on our desire to serve them over the long haul as their systems and company prospers.
A Broad Base of Resources
Miller Nash is home to legal professionals with a broad portfolio of experience, so in addition to franchise and distribution needs, we help clients with corporate formation and governance, labor and employment matters, tax issues, securities filings and transactions, real estate and leasing transactions, insurance claims and coverage, negotiations with lenders and creditors, environmental and land use matters, and personal estate planning and wealth management.