Hospitality Management Agreements: Operational Control, Fiduciary Duties & Legal Risk (Presented by HospitalityLawyer.com)

Stephen Barth, Founder | HospitalityLawyer.com®

Stephen Barth, author of Hospitality Law and coauthor of Restaurant Law Basics, is an attorney, the founder of HospitalityLawyer.com, the annual Hospitality Law Conference series, and the Global Travel Risk Summit Series. As a professor at the Conrad N. Hilton College of Hotel and Restaurant Management, University of Houston, he teaches courses in hospitality law and leadership. He is #3 on Global Guru’s Top 30 Hospitality Thought Leaders & Influencers for 2023. In addition to legal and travel risk mitigation insight, Stephen specializes in communicating the importance of Emotional Intelligence in leadership roles; and has provided valuable insight to many companies including The Methodist Hospital System, Wyndham Worldwide, Dine Equity, Business Travel News and Aramark. His fun, fast-paced presentations provide practical information and solutions to enhance your personal and professional life.

• Education & Credentials

He earned a B.A. in Economics, an M.A. in Communications, and a J.D. from Texas Tech University. His faculty profile also describes decades of work in hospitality law and leadership education, alongside litigation-support and expert-witness work in hospitality-related matters.

• Recognition & Leadership

He has received University of Houston teaching recognition, including the Career Teaching Excellence Award, and other teaching honors noted in his professional materials. He has also been recognized by Global Gurus in its hospitality rankings, including being listed as the #1 hospitality professional for 2022 and appearing in the 2023 and 2024 lists.

• Professional Involvement

His work includes building HospitalityLawyer.com as a platform serving hospitality lawyers and industry leaders with legal, safety, and risk-management resources. He is also associated with industry-facing conferences and summits that convene professionals around hospitality legal risk and travel risk management.

• Experience

Across more than three decades at the University of Houston’s Hilton College, his profile notes teaching and speaking activity at significant scale, including thousands of students taught, extensive publishing, and hundreds of industry presentations. His work also includes being retained in litigation contexts and contributing expertise on hospitality-related standards of care and operational risk.

Colby Birkes, Managing Associate | Dentons

Colby Birkes is a Managing Associate in Dentons’ Corporate group, where he assists companies and other business entities from their conception, with particular focus on drafting and reviewing documents, aiding in corporate governance, regulatory compliance, and mergers and acquisitions. He has significant experience in the franchise context, frequently helping franchisees negotiate Franchise Agreements, comply with regulatory schemes, and structure project finance. His transactional work spans industries including hospitality, real estate, manufacturing, distilling, and technology, and has included the acquisition of a Courtyard by Marriott hotel involving franchise matters, liquor license transfers, private capital raises, and lender negotiations, as well as a carve-out sale transaction valued at US$177 million involving a global reorganization of 21 entities across 12 countries.

• Education & Credentials

Birkes earned his Juris Doctor, summa cum laude, from the University of Louisville Louis D. Brandeis School of Law in 2023, where he was recognized as a Brandeis Scholar and named to the Dean’s List. He received CALI Excellence for the Future Awards in Criminal Law (Fall 2020), Constitutional Law (Spring 2022), Products Liability (Spring 2022), and Criminal Procedure: Judicial Process (Fall 2022). He holds a Bachelor of Arts in Political Science, summa cum laude, from Morehead State University, awarded in 2020. He is admitted to practice law in Kentucky.

• Recognition & Leadership

During law school, Birkes served as Vice President of Communication of the Student Bar Association and Senior Symposium Editor of the Louisville Law Review, where he published “Epilepsy Driving Laws: Seizing Fiction Over Fact?” at 61 U. Louisville L. Rev. 649 (2023). He was a member of both the National Moot Court team and the Wagner Labor and Employment Law Moot Court team, and he served as a research assistant for a legal education reform project. He was subsequently appointed by Kentucky Governor Andy Beshear to the Kentucky Council on Post-Secondary Education, where he served as student representative from 2020 until the spring of 2022.

• Professional Involvement

Birkes is a member of the Kentucky Bar Association, where he serves on the Young Lawyers Division Executive Committee as the District 4 Representative for Jefferson County. He is also a member of the Ordered Liberty Fellowship. As a speaker on hospitality and franchise matters, he has presented on “Key Negotiable Provisions in Franchise Agreements” at the Hospitality Law Conference in Houston in May 2025, and twice on “The Corporate Transparency Act: Compliance Amid Changes & Challenges” — for the Asian American Hotel Owners Association (AAHOA) in November 2024 and at the Hospitality Law Conference in Washington, DC, in October 2024. He has served as a Big Brother with Big Brothers Big Sisters of Kentuckiana since 2021, founded and chaired the Kentucky Student Advisory Council from 2019 to 2021 and served as its advisor from 2021 to 2023, and was a member of the Rowan County Chamber of Commerce from 2019 to 2020.

• Experience

Before joining Dentons Bingham Greenebaum as an associate, Birkes was a summer associate at the firm, and earlier worked in the United States Attorney’s Office – Western District of Kentucky. During law school he also worked as an intern with a federal district judge in the Western District of Kentucky, as a closer with a local title agency, as a legislative assistant to both a member of Louisville Metro Council and the Kentucky General Assembly, and as a speech writer for a member of the Canadian Parliament. His current transactional practice at Dentons has included representing Babcock & Wilcox Enterprises, Inc. in the carve-out sale of its Diamond Power division to Austria-based Andritz AG for US$177 million, closing July 31, 2025; serving as lead counsel to a confidential technology client on a seed-stage investment led by Microsoft’s venture fund M12; representing confidential furniture manufacturing clients in share redemptions involving Class A voting and Class B non-voting shares; representing a confidential distillery client in the development of a multi-site project in Lebanon, Kentucky, involving utility negotiations, tax incentives, land use approvals, rezoning, and annexation agreements; representing another distillery client in the acquisition and development of a new bourbon distillery site; representing a confidential real estate client in the acquisition of a Courtyard by Marriott hotel in Kentucky, including franchise matters, liquor license transfers, private capital raise assistance, and lender documentation; and representing a confidential real estate client in the acquisition of 100% of the membership interests of a property holding company owning a multi-building, multi-family housing development in Indiana, involving a 506(b) private placement, assumption of a Freddie Mac-backed loan, property management agreement negotiation, and complex insurance and restoration issues following a fire.

SESSION 1 – Structure and Purpose of Hospitality Management Agreements | 12:00pm – 12:20pm

Examine the foundational architecture of hospitality management agreements, including their core purpose, the owner-operator legal relationship, essential contract components, and how these long-term instruments govern operational responsibilities and define the framework for ongoing business dealings.

SESSION 2 – Allocation of Operational Control and Decision-Making Authority | 12:20pm – 12:40pm

Explore how operational control is delegated between owners and management companies, including scope of operator authority, reserved owner rights, approval thresholds for major decisions, and practical drafting techniques for clearly allocating decision-making responsibilities.

SESSION 3 – Fee Structures, Compensation Models, and Financial Incentives | 12:40pm – 1:00pm

Analyze compensation frameworks used in hospitality management agreements, including base management fees, incentive fees tied to performance, reimbursable expenses, and how financial incentive design influences operator behavior and aligns or misaligns owner-operator interests.

BREAK | 1:00pm – 1:10pm

SESSION 4 – Fiduciary Duties, Conflicts of Interest, and Disclosure Obligations | 1:10pm – 1:40pm

Examine the fiduciary and agency obligations embedded in owner-operator relationships, identifying common conflicts of interest, required disclosures, sources of legal exposure, and practical strategies for managing risk and preserving owner remedies when disputes arise.