Resources
WASHINGTON
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
Perkins Coie LLP is a full-service
international law firm with over 500 lawyers. Founded in 1912 in Seattle,
Washington, Perkins Coie has 14 offices, concentrated in the western United
States and Pacific Rim.
The firm's franchise lawyers provide a full range of legal services for both
developing and established franchisors, including the structuring of a
franchise program and the preparation of franchise agreements, offering
circulars and other documents necessary to comply with state and federal
registration and disclosure laws. The firm has extensive experience in counseling
mature franchisors in matters of franchisor-franchisee relations, international
expansion, restructuring the franchise system or programs within the system,
handling transfers, terminations and renewals and in structuring multiple unit,
subfranchisor, supplier, joint venture, dealership and alternative license
relationships. The litigators in the Franchise Practice Group handle franchise
litigation, franchise dispute resolution, arbitration and intellectual property
cases.
Kim I. McCullough (kmccullough@perkinscoie.com)
is the partner in charge of the firm's franchise practice. Since graduating
from the University of Colorado School of Law in 1981, she has devoted
substantially all of her practice to representing franchisors. Ms. McCullough
is a member of the ABA Forum Committee on Franchising, has written articles on
franchising for state and national publications and has been a speaker at
International Franchise Association Legal Symposiums and Annual Conventions and
ABA Forum meetings. She has also served as General Counsel to a national
franchisor. Ms. McCullough is a Phi Beta Kappa graduate from the University of
Oregon.
Jeffrey J. Cowman, (jcowman@
perkinscoie.com) a partner in the firm, specializes in a general trial and
arbitration practice with particular emphasis in commercial and franchise
litigation. He received his undergraduate degree in finance, summa cum laude
from Moorhead State University in Minnesota in 1978 and his law degree from the
University of Colorado in 1981. He is admitted to all state and federal courts
in the State of Colorado. Mr. Cowman is a member of the Defense Research
Institute and is the former president of the Colorado Defense Lawyers
Association.
Donald Salcito (dsalcito@perkinscoie.com),
a partner in the firm, specializes in securities law, corporate transactions
and mergers and acquisitions. He has represented franchise clients in corporate
transactions and financings. Mr. Salcito is a 1975 Phi Beta Kappa graduate of
the University of Connecticut and a 1979 graduate of the University of Arizona
School of Law.
Judith B. Gitterman (jgitterman@perkinscoie.com),
of counsel in the Los Angeles office, practices in the areas of business and
franchise litigation and appellate law. She received a B.A. magna cum laude,
from the University of Pennsylvania in 1978 and her law degree from the Cornell
Law School in 1984. Ms. Gitterman has authored numerous articles on franchise
related topics in state and national publications, has been a presenter at the
ABA Forum on Franchising and the Annual Legal Symposium of the International
Franchise Association and is a member of the ABA Forum Committee on
Franchising.
Lynne M. Hanson (lhanson@perkinscoie.com),
of counsel, specializes in writing franchise disclosure documents,
franchise-related agreements, and in registering franchisors to sell
franchises, both domestically and internationally. She also practices in the
areas of corporate and trademark law. She received her undergraduate degree
from Carleton College in 1981 and her law degree from the University of
Colorado in 1988. Ms. Hanson is a member of the ABA Forum Committee on
Franchising.
Garrett M. Tuttle (gtuttle@perkinscoie.com),
of counsel, practices in the areas of franchise, trademark and intellectual
property law, with a focus on transactional matters including: drafting of
franchise disclosure documents, franchise agreements and related documents;
filing and maintaining state franchise registrations; and obtaining and
maintaining state, federal and international trademark rights. He is a Member
of the ABA Forum on Franchising and Intellectual Property Law Section.
James D. DeRoche (jderoche@perkinscoie.com),
of counsel in the Los Angeles office, specializes in franchise litigation
including trademark, antitrust, provisional remedies, unfair competition,
franchise law, mediation, arbitration and trials. He practices in both federal
and state courts. He received his undergraduate degree from Santa Clara
University in 1971 and his law degree from the University of the Pacific,
McGeorge School of Law in 1975. He is a member of the State Bar of California
and the Los Angeles County Bar Association.