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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

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.
joyce.mazero@haynesboone.com

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.
deborah.coldwell@haynesboone.com

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.
jan.gilbert@haynesboone.com

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.
carl.zwisler@haynesboone.com

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.
warren.hummer@haynesboone.com

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.
gayle.cannon@haynesboone.com

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.
hal.sanders@haynesboone.com

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.
rob.lauer@haynesboone.com

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

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.
alberto.delapena@haynesboone.com

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

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.
ryan.whitfill@haynesboone.com

For more information, contact:
Joyce Mazero � 214.651.5336 � joyce.mazero@haynesboone.com
www.haynesboone.com

Strasburger & Price, L.L.P. is one of the oldest, largest and most respected law firms headquartered in the Southwestern United States. The firm has a comprehensive civil practice with more than 200 attorneys in six offices.

Strasburger & Price's Franchise and Distribution Law Practice Team specializes in the representation of businesses using franchising, licensing, dealership, or direct selling arrangements for the distribution of goods and services, in a variety of business areas, both domestically and internationally. Our lawyers have a broad range of experience in the legal disciplines affecting franchises and distribution systems, including: structuring, regulatory compliance, contracts, transactions, intellectual property, dispute resolution, antitrust, administrative and legislative matters.

Members of the Franchise & Distribution Practice Group are active in numerous professional franchise organizations, including the American Bar Association Forum on Franchising, International Franchise Association, Mexican Franchise Association, International Trademark Association, International Bar Association, and various committees and sections of the American, Texas, Dallas, Houston, San Antonio, and Travis County Bar Associations.

Jane LaFranchi, formerly partner-in-charge of our Mexico City office and now located in Washington D.C., specializes in advising franchisors, manufacturers, and other distribution companies regarding international matters, particularly those doing business in Mexico and in other Latin American countries. She also advises foreign companies on expansion into the United States.

John Riddle handles litigation and related counseling involving antitrust, franchising, contract disputes, business torts, trade secrets, and non-competition covenant issues.

Other members of the practice group represent franchisor and distribution clients in the following areas (contact attorneys are listed):

Litigation and Dispute Resolution: Cliff Husted (Houston), Earsa Jackson (Dallas), Judith Blakeway (San Antonio), Bob O'Boyle, and Robert Tyler (Austin)

Franchise Compliance: Donna Christopherson, Meredith White

Corporate Transactions: Scott Sullivan, Kelly Barbour

Intellectual Property: Charles Hosch, Dan Mangis

Labor and Employment: Francine Breckenridge, Tiffany Hildreth

Motor Vehicle Manufacturer Issues: Buddy Ferguson and Tiffany Hildreth

Real Estate: Jim Cameron, Beth Tiggelaar

Tax: Dan Butcher

Transportation and Logistics: Arcie Jordan, Ramiro Rangel

International: Scott Sullivan, Ramiro Rangel, Kim Warnke