We help clients to better understand the contents of the FDD; evaluate and assist clients with respect to the terms of a Franchise Agreement; identifying red flags and loopholes in the FDD and Franchise Agreement; and consult our clients about the legal and practical issues presented with respect to franchisor-franchisee business relationships so that our clients can ask the right questions.
Buying an Existing Franchise
From the letter of intent to the closing date, we serve as counsel to franchise buyers throughout the country in startup, emerging and established franchise brands. We work fast and make sure that our buyer clients are protected from pitfalls in franchise transactions. In addition to buying the assets of a business, franchise buyers must execute a long-term agreement with a franchisor. It is critical that buyers understand the nature of the franchise relationship, and we counsel our franchise buyer clients on potential negotiating points with the franchisor and the risks of proceeding.
Selling a Franchise
Franchisees looking to exit the franchise brand and transfer single franchise units, multi-unit development rights or multi-units require counsel during the LOI stage, in preparing the asset purchase agreement, in dealing with the landlord and assignment obligations, in meeting the SBA and bank requirements, and other related elements of a franchise transaction on the sell side. We routinely serve as sell-side counsel for franchisees and developers in both brick and mortar franchises and service-based franchises.
Special Franchise Counsel
We work seamlessly with non-franchise attorneys on the buyer and seller side of franchise transactions on a routine basis assisting with buy-side due diligence on the franchise brand, FDD reviews, and consulting on the franchise piece of the transaction. On the seller side, we work with the franchise brand to ensure compliance with transfer restrictions including drafting and negotiating consent to transfer franchise agreements on a routine basis.
Franchise Searchers
Looking for a franchise? Certain of our collective members offer franchise brokering services. From a legal perspective, we provide due diligence services to make sure our clients are fully aware of the risks of proceeding with a franchise investment and assist with corporate structure, entity formation, operating agreement, partnership agreement, and, of course, flat fee FDD review inclusive of key terms, negotiating points and red flags, and negotiation with the franchisor.
Corporate Structure
We assist franchisees and multi-unit developers with internal corporate structure and corporate governance. We assist our clients with entity formation. Often, franchisors will require franchisees with multiple owners to have a governing operating agreement or shareholder agreement. We assist our clients with these types of corporate documents routinely for a flat fee and prepare them efficiently to avoid delay on your closing date.
