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