Transactional Franchising & Distribution

Carmen leverages his extensive knowledge of franchise and dealership disputes to advise and counsel clients on transactional franchising matters including dispute avoidance and resolution, and other franchise, dealership and distribution law issues that do not involve litigation or arbitration; and he works closely with his corporate and transactional partners at Stahl Cowen to protect the firm’s franchising and distribution clients at all phases of their business life cycles.

As a mid-sized law firm with core strengths in corporate, real estate, estate planning and bankruptcy law (in addition to litigation), Stahl Cowen is large enough to provide clients with the specialized services necessary in this complicated field, yet we are small enough that our services are personalized and represent significant value to our clients.  Our focus is on establishing long-term "win-win" relationships that enable our clients to grow their franchise or distribution systems domestically and internationally, and wherever opportunity may be present. 

Counseling Start-Ups

When contacted by potential new franchisors or franchisees, we endeavor to make certain that the client has a solid business plan for franchising and that the client receives appropriate business consulting advice (as needed) from reputable franchise business consultants.   We are committed to our clients’ long-term success and do not undertake new franchising projects merely to build our own volume.  

Our Transactional Experience

Our non-litigation experience for franchise and distribution clients includes advising clients and implementing the client’s business decisions on:

• Threshold decisions of whether to franchise or to pursue alternative distribution arrangements.
• Structuring or re-structuring the franchising or distribution entity.
• Intellectual property services including:
  • Trademark registration (in the United States and abroad), monitoring, and counseling on whether to enforce trademark rights or to negotiate a co-existence agreement.
  • Copyright protection.
  • Trade secret audits.
  • Licensing agreements
• Franchise Law Compliance including:
  • Preparing and updating FDDs (Franchise Disclosure Documents).
  • State franchise registrations.
  • Business opportunity laws compliance.
• Franchise Contract Issues including
  • Drafting or negotiating franchise and dealership agreements.
  • Collective bargaining and system-wide negotiations.
  • Area development and sub-franchising agreements.
• Franchise Relationship issues including:
  • Pricing, supply, territorial, relationship, renewal and termination issues.
  • Independent franchisee associations (creation and ongoing counseling and negotiations).
  • Industry specific regulations.
  • Compliance with state and federal antitrust laws and other laws that regulate competition.
  • Compliance with franchise advertising and sales laws.
• International law issues including:
  • Outbound foreign expansion.
  • Inbound U.S. expansion.
• General corporate, business and real estate law services for franchising clients including;
  • Financing.
  • Mergers and acquisitions.
  • Bankruptcy and reorganization (for client entities or as creditors).
  • Business succession planning for business owners.
  • Employment Law.
  • Leasing and property acquisition.
  • Governmental & zoning disputes