Franchise Law: Disclosure Requirements, Agreements, Compliance, M&A Transactions, and More for Both Franchisors and Franchisees

Charles S. Marion | Black Rome

Charles (Chuck) Marion is an experienced litigator who has tried several cases to verdict, both jury and non-jury, in federal and state courts located throughout the country, and handled several domestic and international arbitrations. Chuck primarily focuses his practice in the areas of complex business litigation; franchise litigation and counseling; advising and defending businesses whose physical locations, websites, or mobile apps have been accused of violating the Americans with Disabilities Act (“ADA”) and similar state and local statutes; defamation; and intellectual property litigation (including patent and trademark infringement cases, claims for unfair competition and breach of non compete and/or non-solicitation agreements, and trade secret disputes). Chuck regularly writes and lectures on these subjects.

In the franchise area, Chuck has, for many years, represented franchisors in several different industries (including the quick service restaurant, hospitality, and automotive parts and service industries) in a wide variety of legal matters, including litigating, arbitrating, and resolving disputes with their franchisees, enforcing trademarks and other intellectual property assets and rights, and counseling on ADA issues relating to their physical locations and online/digital activities (websites, mobile applications, ordering kiosks, etc.). Chuck is co-chair of the Philadelphia Bar Association’s Franchise Law Committee and is an active participant of the American Bar Association’s Forum on Franchising, including speaking at its annual conference and contributing articles to its publications (including The Franchise Lawyer).

In his complex business and intellectual property litigation practice, Chuck represents corporations, other business entities, and individuals in a variety of industries, and involves a wide range of agreements, technologies, devices, products (both consumer and industrial), and services.

While Chuck enjoys trying cases and is proud of the results he has achieved in doing so for his clients, he understands the risk, uncertainty, disruption, and expense associated with litigation, and regularly counsels clients on steps they can take to reduce the risk of litigation or, if a lawsuit has been commenced, methods they can utilize and strategies they can implement to resolve the lawsuit at an earlier stage and on the best possible terms. Chuck prides himself on being a creative and effective problem solver for, a trusted advisor too, and a partner of his clients. He takes the time to fully understand the client’s business, industry, and objectives, and is always on the lookout for ways to minimize his client’s risks and exposure, protect their interests, and to otherwise add value.

Chuck enjoys performing, composing, and listening to music (he has played piano professionally for many years and currently plays keyboards in the classic/alternative rock band “Lincoln Drive”); playing tennis; doing yoga and various other types of exercise; reading history, fiction, and other works; and traveling to interesting places.

Cheryl Mullin | Mullin P.C

Cheryl Mullin is the founding partner of Mullin, P.C. Her practice focuses on assisting commercial clients in achieving their growth objectives through franchising, joint ventures, acquisitions, and private investment. She also provides intellectual property protection services to small and mid-size enterprises, business transition planning for closely held businesses, and commercial litigation support on business matters.

Cheryl Mullin earned her J.D. from Widener University School of Law in 1995 and her LL.M. in Taxation from SMU Dedman School of Law in 2013. She has been recognized for her expertise in franchise law by the International Who’s Who of Franchise Lawyers since 2013, Texas Super Lawyers since 2012, and Best Lawyers in America since 2007. Cheryl has also been named one of Dallas’s best lawyers by D Magazine every year since 2007 and has been a “Legal Eagle” in Franchise Times magazine since 2004. In addition to holding an AV rating from Martindale-Hubbell, she frequently lectures on corporate and franchise law topics.

Cheryl is based in our Bucks County, Pennsylvania office, and splits her time with the Dallas, Texas office.

Erica Dotras | Mullin P.C

Erica counsels and assists commercial clients in developing new franchise programs, protecting their intellectual property, complying with franchise laws and regulations, and resolving franchise relationship disputes. She also assists individuals to evaluate franchise opportunities and assists them with business formation and ownership structuring. Erica also has a thriving real estate practice and frequently represents clients in commercial lease and purchase transactions.

Erica received her J.D. from Texas A&M University School of Law where she graduated with honors. Prior to law school, she received her M.A. in Dispute Resolution and Conflict Management from Southern Methodist University and her B.A. in International Studies from the University of North Texas.

Before law school, Erica worked with nonprofit organizations. She directed the America Reads program at the University of North Texas, interned with Mosaic Family Services, and managed the volunteer program and food pantry for Metrocrest Services. Through these roles, she gained specialized knowledge of the management and needs of nonprofit organizations.

During law school, Erica interned with Legal Aid of Northwest Texas and the U.S. Department of Housing and Urban Development. Through her internships, she worked on civil litigation, real estate, and probate and estate issues. While in law school, she also served on the Texas A&M Journal of Property Law and participated in the Community Legal Access Clinic.

At the post law school, Erica served as staff counsel for a family office where she gained legal experience in corporate law, real estate transactions, estate planning, and nonprofit organizations.

When Erica is not practicing law, she enjoys spending time with her family, training for triathlons with her husband, playing tennis and golf, and playing with Lance, her Australian Shepherd.

Erica is based in our Dallas, Texas office.

Session I – Franchise 101 | 12:30pm – 1:30pm

• Franchise disclosure requirements and regulatory compliance
  • Franchise Disclosure Document (FDD) requirements
  • Key federal regulations, including the FTC Franchise Rule
  • State-specific franchise laws and registration requirements
  • Legal risks of non-compliance

Break | 1:30pm – 1:40pm

Session II – Ensuring Smooth Transactions in Franchise M&A | 1:40pm – 3:50pm

• Franchise M&A
  • Common reasons for franchise M&A: Growth, diversification, and market consolidation
  • Unique challenges in franchise M&A compared to traditional M&A
• Organized documentation in M&A
  • The due diligence process and its significance
  • Essential documentation to prepare or request during due diligence
  • How disorganized records, missing documentation, and early errors in the establishment of the franchise nearly derailed a franchise acquisition
  • Organizing and digitizing records
• Preparing financials and strengthening management
  • Why clean, accurate financial records are critical to M&A success
  • Identifying and consolidating affiliated operations
  • Identifying financial red flags: Irregularities, debts, and inconsistent revenue streams
  • Building a capable management team to ensure continuity post-sale

Break | 2:40pm – 2:50pm

• Post-merger integration strategies
• Disclosure obligations
• Benefits of well-panned M&A