Ballard Spahr Andrews & Ingersoll, LLP

Ballard Spahr's Franchise and Distribution Group focuses on the needs of franchise and distribution system companies to deliver complete solutions, integrating transactional creativity with regulatory experience, intellectual property protection, and litigation prosecution and management.

By organizing a practice team around our clients' business and legal needs, Ballard Spahr is well suited to cover the full range of issues facing our franchise and distribution industry clients in today's rapidly evolving business environment. Our clients include large private and public multi-national companies, growing and start-up franchise and distribution systems, multi-unit developers and operators, private investors and venture capital companies contemplating franchise and distribution system investment opportunities, and lending institutions engaged in lending and other financial activities.

Ballard Spahr lawyers have been engaged in a wide variety of franchise and distribution system-related matters, including:

  • Franchise Law Counseling and Compliance
  • Litigation
  • Distribution and Sales Agency Counseling
  • Mergers/Acquisitions
  • Securities
  • Financial Lending
  • Intellectual Property
  • Real Estate/Land Use/Retail Development
  • Workouts/Bankruptcy

Blackwell Sanders Peper Martin LLP
Kansas City - St. Louis - Omaha - Springfield
Washington, D.C. - London

Blackwell Sanders Peper Martin LLP is a leading commercial law firm in the Midwest, recognized nationally for transactional and litigation practice. Corporate Board Member magazine has consistently ranked the firm as one of the Best Corporate Law Firms in America. With over 300 lawyers, concentration is focused on more than 45 significant practice areas including: franchising and distribution, intellectual property, labor and employment, securities and finance, real estate, mergers and acquisitions, creditors rights and bankruptcy, litigation, employee benefits & executive compensation and estate planning.

Our firm has earned the trust of Fortune 500, multinational, middle-market public companies and some of the largest privately held companies in the United States. Many of these clients are global leaders in their industries, including agribusiness, energy, finance, manufacturing, communications, transportation, franchising, design and engineering. Our lawyers have earned distinction for legal strategies and innovative solutions provided to meet the business and regulatory challenges of our clients in these industries.

The Franchising & Distribution practice focuses on the design, implementation, financing and maintenance of franchise and distribution businesses. Our franchise attorneys coordinate work with practice areas vital to franchise and distribution clients, such as Intellectual Property, Labor & Employment, Real Estate, Securities, Mergers & Acquisitions, Tax and Antitrust.

Our services include proactive counseling to franchise and distribution clients. Our franchise attorneys design policies and procedures aimed at maintaining positive relationships between franchisors or suppliers and their franchisees and distributors. Legal and business guidance is provided to start-up companies in the development stages of their franchise and distribution concepts.

The franchise practice covers federal and state regulatory compliance, area development and single-unit franchise offerings, development of non-franchise distribution systems, relationship issues, dispute resolution, trademarks and licensing of intellectual property, capital raising and acquisitions. Practice experience and expertise is used to effectively and efficiently assist clients in defining and achieving development goals.

Haynes and Boone, LLP

Franchise and Distribution Practice Group

Core Practice
Our Franchise and Distribution attorneys are experienced and internationally recognized authorities in Franchise and Distribution law. They are perceived by many as some of the best and most influential franchise lawyers in the world. They are authors of countless books and articles, and are respected sources of expertise for numerous publications and editorial boards. With the support of Haynes and Boones full-service, client-oriented team capabilities, our Franchise and Distribution attorneys can help clients address the wide range of domestic and international issues that affect their businesses in order to construct meaningful and cost-effective solutions. We have the specialized knowledge to assist companies to decide whether and how to establish new franchise, licensing and distribution programs, both domestically and internationally. We represent companies of all sizes and in diverse industries, from retail to hospitality to manufacturing. Our Franchise and Distribution Practice Group works alongside our Corporate/Securities, Mergers & Acquisitions, Intellectual Property, Venture Capital, Finance, Tax and Business Litigation Practice Groups, providing the necessary assistance when business issues or problems arise.

Areas of Special Franchise Practice Emphasis

  • Dispute Resolution: Traditional and Alternative
  • Due Diligence in Acquisitions of Franchise Companies
  • Encroachment
  • Earnings Claims
  • Franchisee Associations and Advisory Councils
  • International Development
  • Impact of E-Commerce and Technology on Franchise Relationships
  • Master Franchising
  • Purchasing Cooperatives

Haynes and Boone is one of the largest and fastest-growing law firms in the U.S. Our firm believes that the world of business belongs to companies keen to compete, quick to adapt, eager to listen and learn and resolved to continually challenge themselves. We measure ourselves by the same standards. Our teamwork culture, our willingness to change quickly to meet the demands of the marketplace and our drive to be the best have been the key factors behind our success. We have grown from a handful of lawyers in 1970 to more than 450 lawyers today, have added more than 25 practice specialties, have expanded to nine offices and have become a national leader in the use of technology to deliver legal services.

Practice Group Attorneys

Joyce G. Mazero is practice leader for Haynes and Boone's Franchise & Distribution Practice Group and a member of the firm's Americas and International Practice Groups. She served two terms on the ABA Forum on Franchising Governing Committee; is Co-Editor, Monograph on Earnings Claims, 2003; and Co- Author, Monograph on International Franchising, 2001. She is Liaison, ABA Section of International Law Subcommittee on International Franchise to the ABA Forum on Franchising, 2004- 2005; a former member of the IFA Board of Directors, former Chair of the Supplier Forum, and a current member of the Advisory Board of the IFA Womens' Franchise Committee (coordinator of the 2000-2003 Annual Leadership Conferences); Co-Chair,Women's Foodservice Forum International Committee, 2004; and member, Women's Franchise & Distribution Forum. She also served as Editorial Advisor; Franchising For DUMMIES (2001) and currently serves as Managing Editor of "Franchising - The World View" for Franchise UPDATE magazine. She was recognized as a Texas Superlawyer (2003, 2004) and one of the Top 50 Female Super Lawyers (2003) by Texas Monthly Magazine; listed in D Magazine as one of the best lawyers in Dallas, 2001- 2004. She is also the winner of the 2003 IFA Women's Franchise Committee Crystal Compass award.

Deborah S. Coldwell, Partner, is a trial lawyer whose practice focuses on franchise and distribution disputes. She has successfully represented clients at trial in cases involving trademark infringement, breach of fiduciary duty, fraud and breach of contract. She has negotiated successful outcomes for clients out of the courtroom as well, handling matters involving alleged franchise encroachment, breach of contract, misrepresentation and improperly transferred franchises. Ms. Coldwell was recognized by her peers as one of the best lawyers in franchise and distribution law in Dallas, Texas in the May 2003 and 2005 issues of D Magazine and was selected as a Texas Super Lawyer in the November 2003, 2004, and 2005 issues of Texas Monthly. She was listed in the 2004 International Whos Who of Franchise Lawyers and as one of the top franchise lawyers in America by Franchise Times in 2005. Ms. Coldwell is an Associate Editor for the ABA Forum on Franchising Franchise Law Journal and is a member of the Governing Committee for the ABA Forum on Franchising.

Jan Gilbert has over 15 years experience counseling franchisors and franchisees on all facets of domestic and international franchising. He has written and lectured extensively on a variety of franchise topics, including negotiation of franchise agreements, mergers and acquisitions of franchise systems, franchise registration and disclosure and franchise relationship issues, such as termination, transfer, nonrenewal and compliance with system standards. Mr. Gilbert also has expertise in structuring and restructuring franchise programs. He has worked with both startup and mature franchisors. Mr. Gilbert is a member of the ABA Forum on Franchising, Antitrust Section, and the Legal Legislative Committee of the International Franchise Association.

Carl E. Zwisler represents franchisors, manufacturers and investors in structuring, negotiating and enforcing domestic and international franchise, licensing, distribution and acquisition agreements. He has assisted companies in evaluating expansion of their businesses throughout the world, and has represented franchisors in renegotiating troubled international franchise relationships. Carl served as IFAs Chief Staff Counsel or General Counsel from 1975 to 1983. He later chaired IFAs Supplier Forum and served on IFAs Board of Directors. He is a member of IFAs Legal/Legislative and Franchise Relations Committees. He was an advisor to the U.S. State Department on the UNIDROIT Model National Franchise Law project. He has lead 3-day international master franchising symposia at the annual International Franchise Expo since 1992. He authored the book, Master Franchising: Selecting, Negotiating and Operating a Master Franchise, published in 1999 by Commerce Clearing House. He also authored Franchising Basics: The Official IFA Course, an interactive web based course. Carl is listed in the International Whos Who of Franchise Lawyers.

Warren C. Hummer has practiced franchise law for over 20 years as in-house and outside counsel to mature and start-up domestic and international franchisors in the hospitality and business services segments. His experience includes significant work with franchisors in turn around situations. A former Municipal Court Judge Pro Tem and an Approved Mediator by the Kansas Supreme Court, Warren has received extensive alternative dispute resolution and mediation training from the National Judicial College, Reno, Nevada. He was appointed to the Southwest Region panel of mediators for the National Franchise Mediation Program. He is licensed to practice law in Kansas, Texas, Arizona and Colorado.

Gayle Cannon, of counsel, has over 25 years experience in counseling franchisors, area developers, master franchisees, franchisees and trade associations. Her breadth of experience includes serving as in-house counsel for a publicly traded franchisor, owner of a franchise for ten years, and private practice for 17 years. She has counseled clients on domestic and international franchise laws; alternatives to franchising; compliance with regulatory requirements in the offer and sale of franchises (domestic and many foreign countries) and business opportunities; franchise relationship matters including transfers, renewals, terminations, good faith and fair dealing and discrimination; development of advertising cooperatives, franchise advisory councils and associations; supplier arrangements; use of the Internet; mergers and acquisitions of franchisors and the sale and purchase of franchised businesses. Ms. Cannon is a member of the ABA Forum on Franchising, Antitrust Section and the Franchise and Distribution Law Section of the Dallas Bar, of which she is a past president and board member. She has spoken and written on franchise and distribution law issues at the ABA Forum, roundtables, the State Bar of Texas Intellectual Property Law Institute, and the Dallas Bar Franchise and Distribution Law Section, among others.

Hal Sanders, Partner, has more than twenty seven years experience in handling franchise litigation. He is a member of the ABA Antitrust Section's Franchising Committee, the ABA Litigation Sections Antitrust Litigation Committee, the ABA Forum on Franchisings Litigation Division, and the State Bar of Texas Antitrust and Business Litigation Section. Mr. Sanders has chaired International Franchising Association monthly programs in Central Texas, and speaks on antitrust and franchising topics. He has defended successfully a variety of franchisors in state and federal court as well as before state administrative agencies and in governmental enforcement actions by States Attorney Generals offices.

Robert A. Lauer is an associate in the Haynes and Boone Franchise and Distribution Group. Mr. Lauers practice focuses on all aspects of domestic and international franchise transactions and he previously served as in-house franchise and litigation counsel for a publicly-traded franchised restaurant company. Mr. Lauer was named a Texas Rising Star by Law & Politics Magazine and Texas Monthly for 2005 and the speaker for the Texas Bar Association's Ten Minute Mentor video tutorial on "What Every Texas Attorney Should Know About Franchise Law". He is a member of the ABA Forum on Franchising, the State Bar of Texas and a former vice-chair of the franchise and distribution section of the Dallas Bar Association.

Jason R. Augustine, associate, has experience representing both plaintiffs and defendants in a variety of business litigation matters including contract, franchising and licensing disputes.

Alberto de la Pea, associate, is licensed in Mexico and based in the Dallas office. He represents clients in domestic and cross border transactions related to Mexico and Latin America. His areas of expertise include general corporate, franchising, joint ventures, mergers and acquisitions.

Aimee Minick, associate, is experienced in representing entities involved in actions based on tortious interference, breach of contract, and breach of fiduciary duty.

Ryan C. Whitfill, associate, focuses on corporate, franchising, licensing and distribution matters with an emphasis on international transactional work. He is a member of the State Bar of Texas and Franchise & Distribution Section of the Dallas Bar Association, and the ABA Forum on Franchising. He is Assistant Editor of Franchising - The World View, Franchise UPDATE magazine.

Ice Miller, Legal and Business Advisors

One American Square
Box 82001
Indianapolis, Indiana 46282
(With Offices in Chicago, Illinois and Washington, D.C.)

Contact Partner: James L. Petersen (317) 236-2308

Ice Miller's franchise practice is tailored to meet the litigation needs of our franchise clients. Years of litigation in state and federal courts have positioned the Firm's franchise attorneys to defend or prosecute our clients' interests in emergency and non-emergency procedures. We know the Indiana landscape; the judges, the juries, the right venue, the important cases and subtleties which may make the difference for our clients. Our experience also includes work in all dispute resolution contexts, including administrative agencies, arbitrations and mediations. We have developed strategies for litigation and litigation avoidance. Whether the issue is a termination, enforcing a covenant or protecting intellectual property, we have the experience that makes a difference in developing a winning strategy.

James Petersen's primary practice concentration is in litigation and franchise law. He has handled a diverse case load including business litigation, franchise disputes and contract law disputes.

He is a member of the Indiana State and American Bar Associations. He is also a member of the ABA Forum Committee on Franchising, ABA Litigation Section, and a Fellow of the American College of Trial Lawyers.

Mr. Petersen obtained his B.A. from Illinois State University. He received his M.A. from the University of Illinois at Springfield before attending the Indiana University School of Law where he graduated magna cum laude and received the Order of the Coif.

Philip Whistler's primary practice concentration is in litigation of business disputes, including dealership and franchising litigation. He has handled numerous franchise cases in state and federal courts, including some of the leading cases under the Indiana Franchise Act.

Mr. Whistler has practiced with Ice Miller for 23 years. He is a member of the Indianapolis, Indiana State, and American Bar Association. He is a member of the ABA Forum Committee on Franchising, the ABA Antitrust Committee, and the ABA Section of Litigation. He received his B.A. in History from Stanford University in 1974 and graduated cum laude from Harvard Law School in 1978.

Schmeltzer, Aptaker & Shepard, P.C.

Schmeltzer, Aptaker & Shepard, P.C.
2600 Virginia Avenue, N.W., Suite 1000
Washington, D.C. 20037-1922
202-333-8800 Fax: 202-625-3311

Schmeltzer, Aptaker & Shepard's Franchise and Distribution Group consists of fourteen attorneys who devote their time to providing high quality service to franchisor clients. The Group has extensive experience in litigating and counseling franchisors on issues such as underreporting of sales, tax fraud, standards enforcement, unauthorized transfers, sale of unauthorized products, encroachment, nonpayment, antitrust, fraud, breach of contract, mergers and acquisitions, defamation, trademark violations, covenants not to compete, and vicarious liability. The Group also advises franchisors on state and federal regulatory requirements, and assists franchisor clients in the drafting and modification of Uniform Franchise Offering Circulars, franchise agreements, distribution agreements, territory agreements, operations manuals, and other key documents.

The Group is one of the largest franchise law sections in the nation, and its cases are regularly cited at the annual judicial update sessions at the International Franchise Association Legal Symposium and the ABA Forum on Franchising. Members of the Group are frequent speakers at these events, and have written numerous articles on franchise law for publications such as the Franchise Law Journal and Franchising World magazine.

Robert L. Zisk heads the Franchise Group and is a shareholder with the firm. Mr. Zisk received his B.S. degree from Cornell University in January 1980 and his J.D. with honors from Duke University Law School in 1983. He has tried numerous franchise cases in state and federal courts throughout the country. Mr. Zisk is a member of the American Bar Association's Forum on Franchising. He has been a speaker at the International Franchise Association's Legal Symposium and at the National Restaurant Association's Internal Auditors Group annual meeting, and has conducted seminars on franchise topics for in-house counsel and other groups.

David E. Worthen is a shareholder with the firm. He received his B.A. in Political Science and Psychology from Syracuse University in 1985, and his J.D. with honors from the Syracuse University College of Law in 1988, where he was a member of the Syracuse Law Review. Mr. Worthen has extensive experience in franchise litigation, with a particular emphasis on standards enforcement litigation. He has spoken on standards enforcement at the IFA Legal Symposium and the ABA Forum on Franchising, and has written several articles for franchise publications.

Eric L. Yaffe is a shareholder with the firm. He joined the firm after serving for nearly nine years as a federal prosecutor with the U.S. Department of Justice. Mr. Yaffe received his Bachelors degree in 1981 from Oberlin College and his J.D. in 1986 from the University of Chicago. Mr. Yaffe has extensive trial experience in private practice and with the government, and worked for DOJ as Deputy Chief of the Campaign Financing Task Force, as a Trial Attorney in the Public Integrity Section, and as an Assistant United States Attorney for the District of Columbia.

Smith, Gambrell & Russell, LLP

1230 Peachtree Street NE Promenade II, Suite 3100
Atlanta, GA 30309
Phone: 404-815-3623
Fax: 404-815-6932
Atlanta - Jacksonville - Washington, D.C. - Frankfurt, Germany

Smith, Gambrell & Russell's Franchise and Distribution Group is recognized as a national leader in franchise and distribution law.

The Franchise and Distribution Group represents companies in a broad range of industries and sizes, from start-up companies to established large-scale domestic and international franchisors.

Our Franchise and Distribution Group is full-service, and includes acquisition, tax, and litigation specialists. Focused on franchisors and distributors, SGR attorneys serve as sole legal counsel for many top companies. The Franchise and Distribution Group at Smith, Gambrell & Russell, LLP offers significant experience and expertise in the following areas:

  • Structuring franchise programs, including preparing franchise offering circulars, complying with federal and state regulatory requirements, and registering franchise offerings with state regulatory authorities.
  • Drafting and negotiating franchise agreements, as well as preparing area development agreements, subfranchise agreements, master franchise arrangements, and related joint ventures.
  • Advice regarding the acquisition of franchise systems including due diligence investigations and drafting and negotiating purchase documents.
  • Structuring international expansion through franchising and other ventures.
  • Structuring distribution programs and relationships that avoid federal and state franchise disclosure and business opportunity laws.
  • Providing creative legal and business solutions to franchise and distribution problems.
  • Ongoing compliance with applicable federal and state regulatory requirements.
  • Co-branding relationships.
  • Structuring in-house compliance programs and providing "hands-on" counseling to executives and franchise sales representatives.
  • Advice with respect to trademark availability, trademark registration, software protection, trade secret protection, enforcement of trademark rights, and litigation of trademark infringement disputes.
  • Effective use of alternative dispute resolution methods and counseling with respect to alternative distribution channels and legal compliance related to such channels.
  • Advice on transfer, renewal, and termination of franchises.
  • Advice on electronic commerce issues and their effect on franchise companies.