Resources

NEW YORK

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 Who�s Who of Franchise Lawyers. Fifteen of the group�s 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 www.dlapiper.com/franchise

Farrell Fritz, P. C.

1320 Reckson Plaza
Uniondale, NY 11556-1320
Phone: 516-227-0700
Fax: 516-227-0777
Email: franchise@farrellfritz.com
URL: www.farrellfritz.com

Farrell Fritz, P. C. represents some of the largest franchisors in the U. S., providing counsel on all aspects of franchise and distribution law. Clients include regional, national and international companies, from first-time franchisors to multi-unit systems. We provide a full range of services to clients related to franchise development, registration, licensing, operations, expansion, mergers and acquisitions, non-renewals, terminations and contractual disputes. As part of a multi-discipline law firm, we represent clients in related areas that include bankruptcy, corporate law, employment, environmental issues, real estate, securities, and tax. Please contact us at franchise@farrellfritz.com to receive our franchising newsletter.

The franchise practice group leaders are Harold Kestenbaum and James Wicks.

Harold L. Kestenbaum, Counsel, represents franchisors only, both start-up and established. He has a unique blend of experience in franchise law. Formerly CEO of a national franchisor, he serves as a Director of four nationally and internationally known franchisors, was a franchisee, and was the President of a publiclytraded franchise consulting company.

Mr. Kestenbaum earned his J.D. from the University of Richmond School of Law in 1975, where he was on Law Review. He is a founding member and current Chairman of the NYS Bar Association�s Franchise, Distribution and Licensing Law Committee.

James M. Wicks, Partner, represents franchisors in litigation, arbitration and dispute resolution. Previously, he was an attorney with Dewey Ballantine and White & Case. He has served as a Law Clerk to the Honorable Arthur D. Spatt, U. S. District Court for the Eastern District of New York.

Mr. Wicks received his J. D. from St. John�s University, where he was Editor of the Law Review. He is a member of the Executive Committee of the NYSBA�s Section on Commercial and Federal Litigation and of the Federal Bar Council�s Central Islip United States Court Committee. Admitted in New York and Connecticut; the US District Courts for the Eastern and Southern Districts of New York; and the US Court of Appeals for the Second Circuit.

Jenkens & Gilchrist

www.jenkens.com

AUSTIN CHICAGO DALLAS HOUSTON LOS ANGELES
PASADENA SAN ANTONIO WASHINGTON, DC

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.
jsolish@jenkens.com

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.
kcostello@jenkens.com

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.
jsiegel@jenkens.com

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).
gplattner@jenkens.com

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.
kklein@jenkens.com

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.
amarks@jenkens.com

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.
bcole@jenkens.com

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.
nbellroth@jenkens.com

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.
achereck@jenkens.com

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.
rfischbach@jenkens.com

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.
broshan@jenkens.com

Houston

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.
cbrown@jenkens.com

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.
csteely@jenkens.com

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.
tsharma@jenkens.com

Pitegoff Law Office

10 Bank Street, Suite 540
White Plains, NY 10606
Tel: 914-681-0100 � Fax: 914-206-6003
Web: www.pitlaw.com
E-mail: pitegoff@pitlaw.com

Pitegoff Law Office helps clients expand their businesses through franchising. Clients include franchisors, franchisees, area developers, companies acquiring franchise systems and those who need to know whether their business falls within the scope of the franchise laws. Clients range from startup franchisors and unit franchise buyers to multinational companies.

Thomas M. Pitegoff is rated one of the top 100 franchise lawyers in the U.S.A. by Franchise Times. He formerly served as a member of the Governing Committee of the American Bar Association�s Forum on Franchising and as an editor of the ABA Franchise Law Journal.

Mr. Pitegoff writes and speaks frequently on franchise law topics. His many publications include Franchise Relationship Law (1989); Choice of Law in Franchise Relationships (1995) and Ways to Avoid Being a Franchise (1992).

Mr. Pitegoff is also counsel to the law firm of Kurzman Eisenberg Corbin Lever & Goodman LLP, providing access to top notch services in real estate, litigation, trusts and estates, tax and securities law.

Wiggin and Dana LLP

Joseph Schumacher
610.834.2401
jschumacher@wiggin.com
www.wiggin.com
www.franchiselawblog.com

From its five offices in Connecticut, New York and Pennsylvania, Wiggin and Dana represents national, regional and start-up franchisors and distributors throughout the country. We assist clients in every step of the franchise process - including regulatory compliance, business counseling, alternative dispute resolution and litigation. We also offer expertise in related areas, including employment, antitrust, intellectual property and appellate law. Our lawyers are recognized franchise experts and frequently speak and write on franchising matters. In 2003, Wiggin and Dana launched the Franchise Law Blog, providing daily review and commentary on franchise news and legal developments www.franchiselawblog.com.

Joseph Schumacher is Chair of the firm's Franchise and Distribution Practice Group. Listed in Best Lawyers in America and The International Who's Who of Franchise Lawyers, Joe is counsel to leading franchise systems in numerous industries, including the automotive aftermarket and child care industries. He litigates and arbitrates franchise disputes, and assists both established and fledgling franchise systems with the creation and growth of franchise programs and with transactional and regulatory matters. In 2005, Joe was a keynote speaker at the ABA�s Forum Committee on Franchising Annual Meeting and the co-author of Annual Franchise and Distribution Law Developments 2005.

Jack Dunham, Chair of the firm�s Executive Committee, litigates and arbitrates franchise disputes throughout the country. Franchise Times has noted that he is "probably the world's leading expert on arbitrating and franchise agreements." He served as Editor-in-Chief of the ABA Franchise Law Journal from 2000-2003 and is a member of the ABA's Forum on Franchising Governing Committee. He is listed in Best Lawyers in America as a business litigator, and in Chambers USA as one of America�s leading business lawyers.

Kevin Kennedy has acted as lead counsel to one of the world�s largest franchisors in dozens of arbitrations, involving almost every conceivable franchising issue. He is a frequent writer and speaker on a variety of franchise topics. He was profiled by Franchise Times as one of the top "under 40" franchise lawyers in the country, is listed in Best Lawyers in America and was a former editor of the ABA Franchise Lawyer.

Suzanne Wachsstock is an antitrust lawyer with a focus on the application of antitrust principles to franchise and distribution systems. She regularly defends franchisors in antitrust litigation, counsels franchise and distributor clients on a full range of antitrust issues, and prepares antitrust training and compliance programs. She is a frequent writer and speaker on antitrust issues affecting franchising, including publications in the ABA Franchise Law Journal and participation in various franchising and antitrust panels sponsored by the ABA and the IFA.

Bethany Appleby litigates and arbitrates disputes for franchisors in varied industries. She is an active member of the American Bar Association's Forum on Franchising and has published a number of articles on franchise and arbitration issues in publications such as the Franchise Law Journal, Franchising World and The New York Law Journal.

Robert Burstein, counsel in the firm's Franchise and Distribution Practice Group, provides regulatory and transactional assistance to established and start-up franchise systems. Bob worked inhouse for a major international franchise system for seven years.

Sonnenschein Nath & Rosenthal LLP

700 Lawyers in: Chicago Kansas City Los Angeles New York St. Louis
San Francisco Short Hills, N.J. Washington, D.C. West Palm Beach

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.

For more information, please contact:

In New York:
Reid L. Ashinoff, 212.768.6730
rashinoff@sonnenschein.com