Alschuler Grossman Stein & Kahan, LLP

1620 26th Street
Tower, 4th Floor
Santa Monica, CA 90404
Fax: 310-907-2000


Alschuler Grossman Stein & Kahan, LLP is a nationally recognized law firm with expertise in structuring franchise and other types of distribution programs, franchise registration and disclosure compliance, trademark registration and protection, franchise and dealer dispute resolution and related areas such as mergers and acquisitions of franchise companies. The firm has a reputation for effective advocacy in complex business litigation, professional liability defense and defense of class actions. In addition to all aspects of franchise law, we are well-positioned to assist clients in the areas of administrative law, employment law, financial institutions law, insurance law, intellectual property and technology law, international law, real estate and public and private securities matters. Our clientele includes national and regional franchise and subfranchise programs, domestic and international Fortune 500 companies, middle market companies and emerging businesses in diverse areas and the entertainment industry. Founded in 1952.

Susan Grueneberg received both her J.D. (1979) and B.A. (1973) from U.C.L.A.

Ms. Grueneberg is a Past Chair of the ABA Forum on Franchising; she is also an Advisor to the NASAA Franchise Project Group, a member of the IFA Legal/Legislative Committee; former Chair of the California State Bar Franchise Law Committee and former member Business Law Section Executive Committee.

Ms. Grueneberg has also lectured and written extensively for the ABA Annual Forum on Franchising the IFA Annual Legal Symposium, the ABA Annual Meeting, California Continuing Education of the Bar and at the California State Bar Annual Meeting. She was program Co-Chair of the 2001 ABA Annual Forum on Franchising. Prior to practicing law, she completed fellowships in Hong Kong and Beijing and speaks Mandarin Chinese.

Robert L. Kahan received his J.D. degree from U.C.L.A. Law School in 1969 where he was Senior Editor of the Law Review. He received his B.A. from U.C.S.B. in 1966.

Mr. Kahans professional affiliations include: IFA Legal/Legislative Committee; ABA Forum on Franchising; California State Senate Select Committee on Small Business Enterprises Franchise Development Task Force; former Chair California State Bar Franchise Law Committee and former Vice Chair Business Law Section Executive Committee.

Mr. Kahan has been a faculty member at the ABA Annual Forum on Franchising (1989 "Alternative Distribution Methods), the ABA Fundamentals of Franchising, the IFA Annual Legal Symposium (1987), California Continuing Education of the Bar, the California State Bar Business Law Section, IFA Roundtable and the Beverly Hills Bar Association.

William A. Finkelstein received his J.D. degree from Boston University School of Law in 1970, having received his B.A. from the University of Virginia in 1967. He also has an L.L.M. in Trade Regulation from New York University (1978).

Mr. Finkelsteins professional affiliations include: the International Trademark Association (former President, Treasurer, Board of Directors Committee Chair); the ABA Forum on Franchising Governing Committee; the ABA Intellectual Property Law Section Committee Chair; IFA Legal/Legislative Committee; and the American Intellectual Property Law Association.

Mr. Finkelstein created the CPK/INTA Alternative Dispute Resolution Program for the mediation of trademark disputes and authored the supporting book; he co-founded and co-led the Trademark Review Commission; has been a delegate to various international conferences; has authored and edited many publications on franchising and intellectual property; and has been a frequent lecturer at various law schools and at INTA, ABA, IFA, AIPLA and other educational programs.


DLA Piper Rudnick Gray Cary

DLA Piper Rudnick Gray Cary has been a national and international leader in franchise and distribution law since modern franchising began, and has been named the number one firm in the world in the area of franchise law by the respected international survey edition of The International Whos Who of Franchise Lawyers. Fifteen of the groups lawyers were also singled out for recognition, more than double the number from any other firm.

We currently represent several hundred franchisors and other enterprises that distribute products and services. Our practice is national and international in scope and we have represented clients in more than 100 countries. Over the past 40 years, members of the Franchise and Distribution group have assisted in the structuring and development of more than 1000 franchising programs. Though the majority of these franchising programs involved franchise relationships in such familiar consumer industries as foodservice, lodging, automotive aftermarket and business and consumer services, we have assisted many companies develop domestic and international franchising programs in nontraditional business categories or with nontraditional structures.

Our Franchise and Distribution lawyers, working with state franchise law administrators, were the principal authors of the Uniform Franchise Offering Circular ("UFOC") Guidelines, developed during the 1970s (and periodically updated, with our assistance) to bring greater uniformity to the registration and disclosure of franchise offerings. Piper Rudnick is general counsel to the International Franchise Association and the International Franchise Association Educational Foundation.

Compliance, Relationship and Transactional Matters

We provide a number of franchise or distribution-related services:

  • structuring and documenting franchise and distribution relationships;
  • advising companies with respect to structuring distribution relationships that avoid regulation under state and federal franchise disclosure and business opportunity laws;
  • preparing disclosure documents, state registrations of franchise offers and counseling on compliance with all elements of disclosure regulation and franchisee recruitment;
  • counseling on franchise and dealership terminations and transfers and compliance with federal and state franchise and dealer relationship regulation;
  • advising clients with respect to the impact of developments in technology and communication on their franchise and distribution relationships;
  • structuring advertising funds;
  • developing supply programs for franchisees, including establishing buying cooperatives owned by franchisees;
  • counseling with respect to complex antitrust issues that may affect the structure of a franchise or distribution network and a company's services and sources of revenue;
  • assisting franchisors to develop internal dispute resolution programs;
  • assisting companies to devise and develop new distribution channels and techniques;
  • developing strategies and programs to minimize and resolve network expansion conflicts;
  • counseling franchising companies on potential merger and acquisition opportunities.

Dispute Resolution

Lawyers in the Franchise and Distribution group assist franchisors and other clients in dispute resolution -- whether with franchisees, suppliers to the network, competitors or state and federal government agencies. Ideally, we help clients avoid disputes, by recommending business solutions to defuse problems that might otherwise explode into costly and protracted litigation; but litigation sometimes cannot be avoided. We represent our clients in all forums throughout the United States and have represented franchise and other distribution companies in hundreds of federal and state court and arbitration proceedings -- from New York to Japan - with respect to such diverse issues as breach of contract, fraud, RICO, trademark and copyright infringement, termination, vicarious liability, network expansion conflict, use of alternative distribution channels, implied covenant of good faith and fair dealing claims, transfer issues, discrimination claims, enforcement of system standards, antitrust, franchise registration and disclosure compliance, restrictive covenants, electronic commerce, consumer fraud, product liability and securities fraud.

International Franchising and Distribution

We've been part of the global market for more than 30 years. In helping U.S. companies expand world-wide, we have built a wideranging international franchise and distribution practice. It includes not only U.S. clients seeking to expand abroad, but also foreign clients seeking to expand into the United States, as well as into other cross-border markets and, in some cases, within their own countries. We have extensive experience in structuring, negotiating and documenting international master franchise and area development relationships, joint ventures and other distribution relationships in North America, Europe, the Middle East, Asia, Australia, Africa and Latin America. We have handled transactions in every major country in the world.

Rounding Out Our Support

While compliance with applicable franchise and business opportunity laws is often foremost among a franchisor's concerns, a myriad of other laws will affect the development and implementation of franchise and distribution networks. Firm lawyers bring substantial experience in counseling clients in important areas of the law beyond franchising, distribution, antitrust and intellectual property that affect both domestic and international companies: e.g., bankruptcy, commercial, contract, corporate, employment, environmental, finance, labor, insurance, intellectual property, information technology, electronic commerce, mergers and acquisitions, partnership, real estate, securities, tax and others. In each of these areas, we can draw as necessary on the experience of other practice groups within the firm.

For more information about the firm and our practice, visit our Web site at

Don M. Drysdale, Attorney at Law

3501 Jamboree Road, Suite 6000
Newport Beach, CA 92660-2960
Fax 949-856-3245

Don M. Drysdale is a franchise attorney whose practice emphasizes national and international franchise documentation and regulatory compliance, and related business transactions. Previously, he was Vice President and General Counsel of Coldwell Banker Residential Affiliates, Inc., where he established and supervised the legal department as it grew to more than 1,000 franchisees. He a member of the ABA Forum on Franchising, the IFA Legal/Legislative Committee and California Franchise Law Committee (past Chair). He is a past member of the Franchise Development Task Force to the President Pro Tempore of the California Senate, past Co-chair of the IFA Franchise Business Network and past Chair of the Business Law Committee of the Asia-Pacific Lawyers Association.

Mr. Drysdale graduated from the UCLA Law School in 1976, where he was a member of the Law Review.

Mr. Drysdale is Executive Vice President, co-founder and co-owner of Super Clean Yacht Service Franchising, Inc. (a franchisor of marine vessel cleaning businesses). He is a former "Hurricane Hunter" with the U.S. Navy (now retired) with the rank of Commander.




Franchise Law Team

30021 Tomas, Suite 260
Rancho Santa Margarita, CA 92688
Telephone: 949-459-7474
Toll Free: 888-276-2976
Fax: 949-459-7772

Robin Day Glenn specializes in franchising, licensing, and distribution law. Although she primarily represents franchisors, she also reviews franchises for prospective franchisees and consults to litigators in franchise disputes. She is an arbitrator for the American Arbitration Association and for Franchise Arbitration and Mediation, Inc. Since 1987, she has been of counsel to Ladas & Parry, a patent, trademark and copyright law firm with offices in New York, Chicago, Los Angeles, London and Munich.

Ms. Glenn earned her B.A. degree at New College in 1972 and her J.D. degree at the University of California at Davis, where she served as a member of Law Review, in 1975. She was admitted to practice in California in 1975. In 1981 she was awarded a two-year fellowship at the International Law Institute in Washington, D.C. while earning her LL.M. degree in international and comparative law at Georgetown University. In 1984, she was awarded ASCAP's prestigious Nathan Burkan Memorial Award for her monograph on financing U.S. Exports of Telecommunications Equipment.

Ms. Glenn's publications include a number of articles for the Franchise Law Journal, ABA Forum on Franchising program materials, California Business Law Reporter and California Business Law Practitioner. She wrote the "Franchises" chapter of Bancroft Whitney's California Transaction Forms. She authored the California section of the ABA Forum on Franchising's monograph on Covenants Against Competition, 1992. She has been Contributing Editor for Franchises of the California Business Law Reporter since 1991.

Ms. Glenn is Vice Chair of the Executive Committee of the California State Bar's Business Law Section. She currently serves on CEB's Business Law Advisory Committee. From 1989 to 1991 and 1997 to 2000, she was an appointive member of the Franchise Law Committee of the State Bar of California and chaired the committee from 1999 to 2000. She has been a member of the ABA Forum on Franchising since 1984 and serves on its Publications Committee. She has also been a member of the franchise law committee of the International Bar Association since 1984. From 1987 to 1990, she was a member of the Executive Committee of the California State Bar's International Law Section. Ms. Glenn hosted the IFA's meetings in Orange County from 1993 to 1998. She frequently speaks on franchise law.

Jenkens & Gilchrist


Los Angeles

Jonathan Solish, shareholder and co-chair of the firms Franchise & Distribution Law practice group, represents franchisors in commercial disputes, with a particular emphasis on class actions and system-wide disputes. He has spoken to legal and business audiences at more than twenty national conventions. He has served as Associate Editor and Editor-in-Chief of the Franchise Law Journal and served on the steering committee of the ABA Forum Committee on Franchising Litigation and Alternative Dispute Resolution. He has handled franchise disputes in more than 30 states and has more than 25 favorable reported decisions on behalf of franchisors.

Kenneth Costello, shareholder and co-chair of the firms Franchise & Distribution Law practice group, has a national practice and over 27 years experience in U.S. and international franchise, intellectual property, and mergers and acquisitions matters. He is honored in the prestigious International Whos Who of Franchise Lawyers as one of the most highly regarded lawyers worldwide, and by Los Angeles Magazine as a 2006 Franchise Super Lawyer. He has testified on franchise trade regulation issues before the FTC and has been consulted by local and national media on franchising issues, including The Wall Street Journal, The New York Times, CBS News, Forbes, Entrepreneur and SkyRadio. He serves on the IFAs Franchise Supplier Forum Advisory Board and its Legal, Legislative and Membership Committees; on the ABA Forum on Franchising; California State Bar Franchise Specialization Committee; and on the Board of Editors of Leader's "Franchising Business & Law Alert" and Andrew's "Franchise & Distribution Litigation Reporter.

Joel Siegel, shareholder, handles commercial litigation in federal and state courts as well as through alternative conflict resolution techniques including the franchise, petroleum and hospitality industries. He also counsels clients in various franchise matters including the formation of franchise systems, mergers and acquisitions, public offerings, debt financings, and franchise regulation compliance. Mr. Siegel has successfully represented private and publicly held companies in numerous trademark, shareholder derivative, competition, antitrust, fraud, advertising, termination, encroachment and standards enforcement cases across the country. He has served as Chair of the State Bar of California, Franchise Law Committee, Business Law Section and has authored several published matters on franchise law. Mr. Siegel is a member of the ABA Forum on Franchising;; and IFA Council of Franchise Suppliers.

Glenn Plattner, shareholder, handles franchise and related commercial litigation, including assisting franchisors in termination proceedings, enforcement of contractual terms, such as covenants not to compete and protection of trademarks and trade secrets. He has tried cases in both State and Federal Court, as well as numerous appeals, arbitrations and mediations. He has a number of opinions on his cases published by the Ninth Circuit, the California Court of Appeals and the Business Franchise Guide. He is a member of the American Bar Association, Los Angeles County Bar Association, and State Bar of California Franchise Law Committee (co-chair, 2001-2004).

Keith Klein, shareholder, focuses his practice on litigation primarily in the areas of franchise and distribution law, trademark, copyright, trade secrets, and real estate. Mr. Kleins franchise expertise includes litigating issues regarding the applicability of the California Franchise Investment Law to international franchise sales, the enforcement of quality assurance procedures, and the enforcement of franchise development obligations. Mr. Klein also provides services regarding Internet intellectual property licensing and e-commerce. He is a member of the American Bar Associations Forum on Franchising, the California State Bar Association and Los Angeles County Bar Association.

Anthony Marks, shareholder, focuses his practice on counseling clients in a broad range of franchise and corporate transactional matters. He counsels clients on domestic and international franchising, mergers and acquisitions, financing, Internet related intellectual property licenses and e-commerce, and routine corporate transactional matters.. Mr. Marks is a member of California State Bars Franchise Law Committee, American Bar Association's Forum on Franchising, and Los Angeles County Bar Association.

Brian H. Cole, counsel, focuses his practice on franchise and distribution law. He has over 20 years experience in representing franchisors in transactional and regulatory matters including acquisitions and divestitures, negotiation of franchise agreements, franchise registration, operational advice, and real estate development. He is Vice-Chair of the California State Bars Franchise Law Committee and a member of the American Bar Associations Forum on Franchising.

Natasha A. Bellroth, associate, focuses her practice on commercial litigation and franchise and distribution law. Ms. Bellroth is a member of the California State Bar Association.

Andrew Chereck, associate, focuses his practice on franchise and distribution law. Mr. Chereck is a member of the California State Bar Association and Los Angeles County Bar Association.

Ryan Fischbach, associate, focuses his practice on commercial litigation and franchise & distribution law. He has experience in a wide-array of franchise and commercial disputes, including recently assisting an aircraft distributor in obtaining a multimilliondollar arbitration award. He has represented franchisors in a variety of actions, from breach of contract to enforcement of non-competition provisions. He is a member of Los Angeles County Bar Association and the American Bar Association Forum on Franchising.

Benazeer Roshan, associate, focuses her practice primarily on commercial litigation and franchise and distribution law. She is a member of Womens Franchise Network of Southern California, Los Angeles County Bar Association and Beverly Hills Bar Association.


Christopher M. Brown, shareholder, handles general commercial litigation for small business and major corporate clients. He specializes in real estate disputes and litigation involving distribution of products and services. He represents a variety of franchisor clients in disputes with their franchisees. This experience, coupled with his knowledge of real estate matters makes him uniquely qualified to counsel franchisor clients on the various lease hold issues so often included in the transfer or termination of a franchise relationship. He is a member of the Texas Bar Foundation, Houston Bar Association, Texas Association of Defense Counsel, and ABA Forum on Franchising.

Clay Steely, shareholder, specializes in commercial and real property litigation. He has represented franchisors in cases involving vicarious liability, forcible entry and detainer, breach of contract, deceptive trade practices, misrepresentation and fraud issues surrounding Uniform Franchise Offerings Circulars, and franchise agreements. He is a contributing author to SMU Law Review - Franchise Law Update, member of the Texas Association of Defense Counsel, American Bar Association and Texas Bar Foundation.

Washington, DC

Tina Sharma, shareholder, practices in immigration law with particular emphasis on business immigration for the technology industry. She also advises clients on immigration issues related to franchises. She was formerly lead in-house immigration counsel for a major technology company of over 9,000 employees. Her experience includes immigration consequences of major corporate reorganizations, mergers, layoffs and name changes; public access and I-9 program improvement; consular processing; H-1s; L-1s; political asylum; defense of removal; international adoptions; and family-based immigration cases. She is a member of the American Immigration Lawyers Association, American Bar Association, Maryland State Bar Association, New York State Bar Association, The Association of American Lawyers from the Indian Subcontinent and The Network of Indian Professionals.

Mohajerian Law Corp.

310.556.3800 |

Mohajerian Law Corp. is a full-service law firm with a national practice dedicated almost to franchise, distribution, and licensing matters. Our clients include: franchisors, franchisees, multi-unit franchisees, potential franchisees, franchise industry suppliers, and first time franchisors. We proudly serve franchise clients nationwide.

Franchise Law Team Services


  • Franchise Feasibility Evaluation.
  • Franchise Systems Development.
  • Franchise State Registration.
  • Franchisee Relations Counsel.
  • Mediation & Arbitration.
  • Franchise Litigation Specialists.
  • UFOC Development.


  • UFOC Evaluation.
  • Repurchase Negotiation.
  • Lease Negotiation & Reviews.
  • Franchisee Collective Bargaining.
  • Franchisee Agreement Termination.
  • Class Action Defense.
  • Franchise Law Compliance.

We have experience in counseling both franchisors and franchisees in all phases of the franchise operation and business relationship. We negotiate and resolve disputes between franchisors and franchisees, and, when the need arises, represent our clients in litigation and mediation to protect their interests. We represent businesses that offer goods and services through franchising and other distribution methods. Our client base is broad and diverse and includes franchisors and franchisees. We bring practical, solution-oriented legal advice and business counsel to bear on clients' problems.

We represent businesses who are commencing a franchise program, restructuring an existing program or expanding their systems. We advise our clients on how to best structure and document their relationships and on the applicable laws that govern the franchise relationship. We advise clients on all matters related to franchise registration and disclosure. We offer franchise clients extensive franchise finance services. We have extensive experience representing our clients in negotiating and documenting financing and loan transactions. We represent multi-unit franchise operators in connection with all aspects associated with the acquisition and financing of multi-property systems. We have developed close working relationships with numerous franchise lenders and stand ready to assist large and small franchise systems develop, document, and implement finance programs which can enable the clients franchise business to grow.

We have extensive experience in litigating issues associated with franchise and distribution relationships. We also have experience in alternative forms of dispute resolution including mediation and arbitration. We work closely with our clients in advising them how to avoid the pitfalls involved in relationship issues. We routinely handle matters arising from the statutes that protect franchisees and dealers in general, as well as franchisees in specific industries. We have extensive experience in commercial leasing. We assist our clients on development transactions, sale lease back transactions, real estate disposition and other asset management strategies. Al Mohajerian counsels corporate clients and litigates civil and business matters. He has broad experience involving matters such as complex business litigation, franchise and distribution, intellectual property, trademark, copyright, trade dress and trade secret infringement, toxic tort, financial services, insurance coverage, labor and employment, product liability, real estate, entertainment, unfair competition and related business torts. He has represented clients in state and federal courts over complex commercial matters including Lanham Act violations, franchise terminations, contract, encroachment and antitrust liability. He has been recognized by Franchise Times as one of the top 100 legal eagles in 2004.

Joy Berus is of counsel to Mohajerian Law Corp. She received her B.S. degree from the University of San Francisco in 1984. Her degree, which is in Human Relations and Organizational Behavior in Business, augments her practice. Ms. Berus received her J.D. degree from Western State University College of Law in 1991, where she was awarded the American Jurisprudence Award for Legal Writing. She is admitted to all of the United States District Courts in California. She is a member of the Business Law Section of the California Bar Association, and the Business Law Section of the Orange County Bar Association. She is a member of California Lawyers for the Arts. Her clients include restaurant franchisees, manufacturers, retailers, and physicians, as well as artists and gallery owners.

Jack Carr is of counsel to Mohajerian Law Corp. Mr. Carr is a magna cum laude graduate of Pepperdine School of Law and he counsels both corporate and individual clients in obtaining and enforcing their intellectual property rights. He has broad experience involving all matters of intellectual property including patent, trademark, copyright, trade dress and trade secret infringement litigation; patent and trademark prosecution; copyright registration; intellectual property licensing; corporate due diligence in the transfer or acquisition of intellectual property rights; unfair competition and related business torts.

Harry Barth is of counsel to Mohajerian Law Corp. He is a member of the State Bar of California, Orange County Bar Association and American Bar Association (ABA). Mr. Barth specializes in Estate Planning; Business Law; Commercial Law; Contracts; Mergers, Acquisitions and Divestitures; Business Transactions; Business Organization; Business Formation; Business Planning; Limited Liability Company Law; Partnership Law; Shareholder Rights; Elder Law; Guardianship and Conservatorship; Trust Law; Wills; International Law; Foreign Investment; Probate Administration; Estate Administration; Real Estate; Landlord and Tenant Law and Asset Protection.





Nixon Peabody

4400 PGA Boulevard, Suite 900
Palm Beach Gardens, FL 33410
(561) 626-3011
Fax: (561) 626-5076

Nixon Peabody's Franchise and Distribution Team provides specialized franchise representation in all aspects of franchise and distribution arrangements and transactions: franchise system expansion in the United States and internationally; franchise counseling; franchise dispute resolution; and intellectual property matters. Nixon Peabody is a full service law firm with over 600 attorneys located in 16 offices throughout the United States.


Jay H. Begler, Counsel, Technology & Intellectual Property, Beverage Alcohol, Franchise & DistributionSan Francisco 415- 984-8287

Rene F. Bergmann, Associate, Franchise & Distribution, Business LitigationPhiladelphia 215-246-3524

Robert B. Calihan, Partner, Deputy Practice Group Leader, Business Litigation, Technology & Intellectual Property, Franchise & DistributionRochester 585-263-1475

Emily S. Chang, Associate, Technology & Intellectual Property, Business, Franchise & DistributionSan Francisco 415-984-8285

Peter H. Durant, Partner, Franchise & Distribution, Government Contracts, Technology & Intellectual Property, Israeli Business Rochester 585-263-1227

Amy R. George, Associate, Business Litigation, Franchise & Distribution, Government Investigations & White Collar DefenseBoston 617-345-1143

Shannon Haaf, Associate, Business, Franchise & Distribution, Technology & Intellectual PropertyWashington 202-585-8356

Jamie N. Hage, Partner, Franchise & Distribution, Technology & Intellectual PropertyManchester 603-628-4074

Andrew P. Loewinger, Partner, Business Franchise & Distribution, Technology & Intellectual PropertyWashington 202-585-8855

Carolyn G. Nussbaum, Partner, Business Litigation, Corporate Governance, Financial Services & Securities Litigation, Franchise & Distribution SecuritiesRochester 585-263-1558

Arthur L. Pressman, Partner, Franchise & Distribution, Technology & Intellectual PropertyBoston 617-345-1158

Roger M. Quinland, Counsel, Business, Franchise & Distribution New York 212-940-3067

Gregg A. Rubenstein, Associate, Business Litigation, Franchise & DistributionBoston 617-345-6184

Frank W. Ryan, Partner, Franchise & Distribution, Technology & Intellectual PropertyNew York 212-940-3129

Craig R. Tractenberg, Partner, Bankruptcy, Beverage Alcohol, Franchise & Distribution, Technology & Intellectual Property, Israeli BusinessPhiladelphia 215-246-3525

Kendal H. Tyre, Partner, Business, Franchise & Distribution, Mergers & AcquisitionsWashington 202-585-8368

Raymond Van Dyke, Partner, Technology & Intellectual Property, Technology & Intellectual Property Litigation, Franchise & Distribution InternationalWashington 202-585-8250

Christopher J. Wallace, Associate, Franchise & Distribution, Business LitigationWashington 202-585-8166

Glenn E. Westreich, Partner, Business Litigation, Franchise & Distribution, Technology & Intellectual Property, Israeli Business San Francisco 415-984-8331

Andrew P. Zappia, Partner, Franchise & Distribution, Business LitigationRochester 585-263-1214

Perkins Coie LLP

Los Angeles Office
1620 26th Street, Sixth Floor
Santa Monica, California 90404-4013
Fax: 310-788-3399

Perkins Coie LLP is a full-service international law firm with over 500 lawyers. Founded in 1912 in Seattle, Washington, Perkins Coie has 14 offices, concentrated in the western United States and Pacific Rim.

The firm's franchise lawyers provide a full range of legal services for both developing and established franchisors, including the structuring of a franchise program and the preparation of franchise agreements, offering circulars and other documents necessary to comply with state and federal registration and disclosure laws. The firm has extensive experience in counseling mature franchisors in matters of franchisor-franchisee relations, international expansion, restructuring the franchise system or programs within the system, handling transfers, terminations and renewals and in structuring multiple unit, subfranchisor, supplier, joint venture, dealership and alternative license relationships. The litigators in the Franchise Practice Group handle franchise litigation, franchise dispute resolution, arbitration and intellectual property cases.

Kim I. McCullough ( is the partner in charge of the firm's franchise practice. Since graduating from the University of Colorado School of Law in 1981, she has devoted substantially all of her practice to representing franchisors. Ms. McCullough is a member of the ABA Forum Committee on Franchising, has written articles on franchising for state and national publications and has been a speaker at International Franchise Association Legal Symposiums and Annual Conventions and ABA Forum meetings. She has also served as General Counsel to a national franchisor. Ms. McCullough is a Phi Beta Kappa graduate from the University of Oregon.

Jeffrey J. Cowman, (
jcowman@ a partner in the firm, specializes in a general trial and arbitration practice with particular emphasis in commercial and franchise litigation. He received his undergraduate degree in finance, summa cum laude from Moorhead State University in Minnesota in 1978 and his law degree from the University of Colorado in 1981. He is admitted to all state and federal courts in the State of Colorado. Mr. Cowman is a member of the Defense Research Institute and is the former president of the Colorado Defense Lawyers Association.

Donald Salcito (, a partner in the firm, specializes in securities law, corporate transactions and mergers and acquisitions. He has represented franchise clients in corporate transactions and financings. Mr. Salcito is a 1975 Phi Beta Kappa graduate of the University of Connecticut and a 1979 graduate of the University of Arizona School of Law.

Judith B. Gitterman (, of counsel in the Los Angeles office, practices in the areas of business and franchise litigation and appellate law. She received a B.A. magna cum laude, from the University of Pennsylvania in 1978 and her law degree from the Cornell Law School in 1984. Ms. Gitterman has authored numerous articles on franchise related topics in state and national publications, has been a presenter at the ABA Forum on Franchising and the Annual Legal Symposium of the International Franchise Association and is a member of the ABA Forum Committee on Franchising.

Lynne M. Hanson (, of counsel, specializes in writing franchise disclosure documents, franchise-related agreements, and in registering franchisors to sell franchises, both domestically and internationally. She also practices in the areas of corporate and trademark law. She received her undergraduate degree from Carleton College in 1981 and her law degree from the University of Colorado in 1988. Ms. Hanson is a member of the ABA Forum Committee on Franchising.

Garrett M. Tuttle (, of counsel, practices in the areas of franchise, trademark and intellectual property law, with a focus on transactional matters including: drafting of franchise disclosure documents, franchise agreements and related documents; filing and maintaining state franchise registrations; and obtaining and maintaining state, federal and international trademark rights. He is a Member of the ABA Forum on Franchising and Intellectual Property Law Section.

James D. DeRoche (, of counsel in the Los Angeles office, specializes in franchise litigation including trademark, antitrust, provisional remedies, unfair competition, franchise law, mediation, arbitration and trials. He practices in both federal and state courts. He received his undergraduate degree from Santa Clara University in 1971 and his law degree from the University of the Pacific, McGeorge School of Law in 1975. He is a member of the State Bar of California and the Los Angeles County Bar Association.

Sonnenschein Nath & Rosenthal LLP

In Los Angeles:
Rochelle Spandorf, 213.892.5036

Sonnenschein's Antitrust, Marketing Practices and Franchising/Distribution Practice Group is a core component of the firm. Well-recognized for its ability to combine legal knowledge and customized solutions with a detailed, practical understanding of the businesses with which it deals, this practice is involved in all aspects of franchising, distribution and licensing, both domestically and internationally. Long standing relationships with major franchising and distribution companies, manufacturers and suppliers, such as food servicesincluding McDonald'shotels and lodging, real estate brokerage offices, windows, pharmacies, water treatment and retail sales, all provide Sonnenschein attorneys with a broad perspective of franchise and distribution operations.

Our lawyers bring winning legal strategies based on more than 30 years of experience as leaders in counseling clients on franchising and distribution matters, whether statutory or common law. Our franchise clients often rely on us for every aspect of their business: everything from corporate transactions to franchise regulatory services, dispute resolution to licensing, intellectual property and e-commerce.

Alan Silberman (Chicago), a former Chair of the Section of Antitrust Law of the American Bar Association, chairs our Antitrust, Marketing Practices and Franchising/Distribution Practice Group. National section chairs are Robert Joseph (Antitrust), Robert King, Jr. (Franchising/Distribution), and Christopher "Kit" Smith (Marketing Practices). Mr. Joseph (Chicago) is immediate past Chair of the ABA Antitrust Section. Mr. King (Chicago) is a widely respected commercial litigator with more than 25 years of trial and appellate experience in state and federal courts nationwide; he concentrates in franchise, antitrust and intellectual property litigation, as well as class action defense work. Rochelle Spandorf (Los Angeles), a former Chair of the ABA Forum on Franchising, was in 2005 named a Southern California "Super Lawyer" in the field of Franchise & Dealership in a peer survey conducted by Law & Politics Media, Inc.; she has twice chaired The State Bar of California Franchise Law Committee.

John Baer (Chicago) serves on the Governing Committee of the ABA Forum on Franchising and holds the position of Publications Officer; he is Chair of the Illinois Attorney General's Franchise Advisory Board, Editor of the CCH Sales Representative Law Guide, and serves on the Editorial Advisory Board of the International Journal of Franchising Law.

Messrs. Silberman, Joseph and Baer, Ms. Spandorf, and Stephen Rovak (St. Louis) have been selected for inclusion in An International Who's Who of Business Lawyers, Franchise (2004-2005). Other lawyers, including James Goniea (San Francisco), John Koski (Chicago), Reid Ashinoff (New York), Curtis Woods and Ed Marquette (Kansas City), are nationally and internationally recognized authorities in these areas as well. Many of our lawyers are prominently involved in activities of the ABA Forum on Franchising, the ABA Antitrust Section, the International Franchise Association, the International Bar Association and other organizations.

Sonnenschein attorneys regularly advise, prepare documents, negotiate and litigate on behalf of clients in all fundamental areas in this field.

We can:

  • Develop concepts and plans for new distribution and franchising arrangements, modify existing franchise systems, and structure new franchise programs;
  • Develop and negotiate transactions that implement distribution and franchising arrangements on a national and international basis;
  • Represent clients in litigation, arbitration and mediation involving franchise, distribution and licensing disputes;
  • Prepare Offering Circulars for franchisors and register them in the 14 states requiring some type of registration or filing;
  • Prepare domestic and international agency, sales representative and licensing agreements;
  • Provide counseling regarding a franchisor's or manufacturer's reserved distribution rights and various types of geographic and market-based encroachment issues;
  • Assist with acquisition or sale of franchising companies, and their integration into existing franchise or distribution operations;
  • Assist clients with B2B and other electronic commerce issues involving franchising and distribution;
  • Structure documents and procedures to comply with federal and state law and regulations;
  • Develop operational standards and manuals, and enforcement of operational standards, procedures and customer relations practices;
  • Navigate clients through inspection and audit rights and reporting responsibilities;
  • Recommend pricing strategies, review pricing practices, sales and promotion programs, and advertising practices;
  • Assist with trademark and copyright issues;
  • Handle bankruptcy and reorganization of distributors or franchises;
  • Represent distributor or franchisee associations; and
  • Resolve default and termination issues.