Franchising & Distribution

Perkins Coie’s Franchising & Distribution group represents clients in the areas of franchising, licensing and distribution law.  We handle numerous franchise disclosure, registration and franchisor-franchisee relationship matters. Our litigators handle all aspects of franchise-related disputes, both in court and in arbitration and mediation proceedings.  Our in-depth, personal approach encompasses a thorough understanding of our clients’ businesses so that we can offer the best solutions to grow and protect their businesses.  The firm is a member of the IFA’s Supplier Forum.  Our services include Franchisor Representation, Licensing and Distribution, State and Local Taxation, Franchise Litigation and Arbitration, Employment Litigation and Counseling, International, Trademark and Copyright, and Franchisee Representation.

Areas of Emphasis

• Initial structuring of franchise program
• Franchise disclosure and registration
• Mergers and acquisitions
• International expansion
• Alternative licensing and distribution
• Business opportunity regulation
• Franchise compliance and enforcement
• Transfers and renewals
• Supplier relationships
• State and local taxation
• Franchise Advisory Council structure and relations
• Franchisee representation
• Employment litigation and counseling
• Franchisor/franchisee litigation, arbitration, mediation and dispute resolution

Capabilities and Experience

Franchisor Representation

We represent fully operational franchisors in various lines of business, as well as counsel businesses just embarking on a franchise program or exploring alternatives to franchising as a method of business expansion. In addition to positioning clients to offer franchises on a nationwide basis through development of appropriate franchise agreements and disclosure documents, we also work with start-up franchisors to address all other legal concerns relating to implementation of a franchise program. For established franchisors, we work with attorneys across the firm to provide full-service business counseling. We also handle all aspects of litigation for franchisors, including protection of trademarks and trade dress, enforcement of non-compete covenants, breach of contract and payment of royalties and other fees, as well as defending claims initiated by franchisees. Because we are backed by a full-service international law firm, we are able to coordinate securities, corporate, contract, real estate, litigation, employment and other matters in providing a franchisor with full-service legal advice in addition to specific franchisor-franchisee matters. We have experience in mergers and acquisitions of franchising entities, negotiating national supply contracts for franchisors, implementing various operational agreements and assisting in reviewing operations manuals, establishing dual distribution systems, developing international franchise programs and combination franchising. With 12 offices across the country, we also serve as local counsel in complex litigation cases for numerous out-of-state franchisors.

Licensing & Distribution

For any company desiring to expand its business operations, we will compare the legal ramifications and business implications of franchising with those of other business arrangements, such as independent retail outlets, branch operations and distributorships. We assist clients in implementing manufacturing arrangements, sales representative agreements and other distribution arrangements.

State & Local Taxation

The franchise relationship can increase the franchisor’s exposure to state and local taxes in the jurisdictions where its franchisees do business, and may impact both the franchisor’s and franchisees’ obligations to collect and remit sales taxes in other states. We provide a full range of services from tax planning (assisting clients in structuring their businesses to minimize their tax costs and exposures) to helping clients with audits and resolving their tax disputes.

Franchise Litigation & Arbitration

Franchise issues that our litigators handle regularly include royalty, termination, nonrenewal, trademark and trade dress issues, covenant not to compete, encroachment, antitrust, fraud and disclosure disputes, as well as claims asserted for violations of state and federal regulations, the implied covenant of good faith and fair dealing, and alleged fiduciary obligations.

Employment Litigation & Counseling

Our Labor & Employment lawyers have experience assisting franchisors and franchisees in a number of issues relevant to their business, including equal employment law, wrongful termination disputes, wage and hour matters, ADA compliance, employer policy manuals, and non-disclosure/non-compete agreements. We represent franchise clients in litigation matters, including class actions, and provide counseling on a wide-range of employment-related issues. We also have considerable experience in traditional labor issues and union avoidance counseling.

International

We represent U.S. companies considering international expansion through licensing and franchising. Along with structuring the cross-border relationships necessary to expand on an international basis, we assist with international trademark and other intellectual property protection, tax planning, arbitration and litigation of disputes, import and export issues and other international trade concerns. Clients include fast-food franchisors, packaging and shipping companies, automotive after-market franchisors, management consultants and franchisors in a variety of other industries. We also assist foreign franchisors with expansion in the United States. With offices in China and strategic partnerships with other law firms, we are able to serve clients engaged in international franchising and distribution.

Trademark & Copyright

We provide complete services in the trademark and copyright areas, from registration and licensing to litigation. We work with an extensive network of foreign trademark agents to provide worldwide registration and enforcement of trademarks and service marks.

Franchisee Representation

We assist prospective and current franchisees in evaluating a franchise opportunity or handling ongoing franchising and business concerns.