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

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

Wiggin and Dana LLP

Joseph Schumacher

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

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 ABAs Forum Committee on Franchising Annual Meeting and the co-author of Annual Franchise and Distribution Law Developments 2005.

Jack Dunham, Chair of the firms 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 Americas leading business lawyers.

Kevin Kennedy has acted as lead counsel to one of the worlds 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.