IFA LEGAL SYMPOSIUM MAY 3-5, 2020 | WASHINGTON, DC - International Franchise Association
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I FA L E G A L S Y M P O S I U M
MAY 3-5, 2020 | WASHINGTON, DC
E L E VAT I N G
FRANCHISE
L AW
Stuart Hershman
Partner 2020 Legal Symposium Task Force
DLA Piper LLP (US)
Legal Symposium Task Force Chair
Stuart Hershman Jonathan Koudelka, CFE
Partner General Counsel
DLA Piper LLP (US) Franworth
(Chair)
Michael Lockerby
Dear colleagues, Arthur Anastos Partner
Vice President & Foley & Lardner
It seems like just yesterday that I invited you to the 2019 Managing Counsel
Dunkin’ Brands, Inc. Keri McWilliams
International Franchise Association Legal Symposium in Partner
Washington, DC, the IFA’s premier legal conference. Yet Lenord MacPhee Nixon Peabody
here we are again, this time looking forward to the 2020 Shareholder
Legal Symposium. We are amidst very interesting times, Polsinelli Tanya Morrison
both within and outside franchising. Obviously, 2020 is (Vice Chair) Director and General
Counsel
an election year; this year’s results are likely to impact David Allsman, CFE Home Instead Senior Care
franchising because of various legislative initiatives—pro Partner
and con—percolating in Congress’s corridors whose passage FisherZucker LLC Breton Permsley
will depend in large measure on the election’s prevailing Shareholder
party. In the nearer term, however, franchising is facing Regina Amolsch Greenberg Traurig, LLP
Partner
unique challenges. While we still seek a permanent victory Plave Koch PLC Henry Pfutzenreuter
on the joint-employer front, we now face a new challenge— Attorney
“employee misclassification.” California Assembly Bill 5 Jennifer Dolman Larkin Hoffman
and its budding progeny in other states have created new Partner
confusion, uncertainty, and concern for the franchise model. Osler, Hoskin & Nick Rotchadl
Harcourt LLP Attorney
The time is now for the brightest legal minds in franchising Faegre Baker Daniels LLP
to converge and engage for the benefit of all whose passion Michael Einbinder
and livelihoods are steeped in franchising. On behalf of the Partner Aaron-Michael Sapp
2020 IFA Legal Symposium Task Force, I welcome you to Einbinder Dunn Attorney
Cheng Cohen LLC
join us in DC once again to consider these issues and other
Maisa Frank
timely topics seminal to the franchise legal industry. We Principal Karen Satterlee, CFE
have top-notch programs, speakers, and events primed to Gray Plant Mooty Senior VP, Assistant General
educate you, entertain you, and challenge your thinking. Of Counsel
course, you will have the opportunity to spend time with our Elle Gerhards, CFE Hilton
Partner
franchise colleagues and friends from around the world. I
Fox Rothschild LLP Geoffrey Shaw
look forward to seeing you there. Partner
Carl Hurwitz Cassels Brock &
Sincerely, Vice President & Assistant Blackwell LLP
General Counsel
Marriott Robert Smith
Partner
Mike Joblove Quarles & Brady
Attorney
Genovese Joblove & Battista Stephane Teasdale
Partner
Alaina Karsten Cassels Brock &
Stuart Hershman
Associate Blackwell LLP
Partner Atherton Galardi Mullen &
DLA Piper LLP (US) Reeder PA
Legal Symposium Task Force Chair
David Kaufmann
Senior Partner
Kaufmann Gildin &
Robbins LLP
W H O S H O U L D AT T E N D :
REGISTER franchise.org/legal-symposium • All attorneys interested in
franchise law
• In-house counsel
• Franchise CEOs
• Franchise development and
sales executives
• Franchise legal and
compliance officers
• Paralegals
• Franchise administrators
• Franchisees interested in
learning more about the
legal and business aspects of
franchising
• All others concerned with
franchising’s legal, regulatory
and business issues
THANK YOU TO OUR SPONSORS: Interested in sponsoring? Contact Lynette James at ljames@franchise.org.
franchise.org/legal-symposium 1
S C H E D U L E - AT- A - G L A N C E
S U N D A Y, M A Y 3 5. “She’s Just Not That into You”: Strategies and Practical Issues in Ter-
minating and Transitioning Ownership of Poor Performing Locations
6. Unique and Challenging Franchising Issues in International Markets
3:00 pm – 7:00 pm Registration Open 7. Basics Track: Mergers & Acquisitions
3:30 pm – 5:00 pm Legal Legislative Committee Meeting
5:30 pm – 6:30 pm Welcome Reception 5:00 pm – 6:30 pm Networking Reception
7:00 pm – 9:30 pm Speakers’ Networking Event
(by invitation only)
7:15 pm Optional Monuments by Moonlight Bus T U E S D A Y, M A Y 5
Tour (Bus will pick up at the Grand Hyatt
Washington Hotel) 8:00 am – 4:15 pm Registration Open
8:00 am – 9:00 am Continental Breakfast
M O N D A Y, M A Y 4 8:30 am – 10:00 am General Session w/ Judicial Update
10:00 am – 10:15 am Refreshment Break
10:15 am – 11:30 am Round #4 - Concurrent Sessions
8:00 am – 6:00 pm Registration Open
8:00 am – 9:00 am Continental Breakfast 1. An A to Z Update on the Arbitration of International Franchise
8:30 am – 10:15 am Welcome & General Session Disputes – What’s New!
10:15 am – 10:30 am Refreshment Break 2. Franchise Legal Tech: The Next Frontier
10:30 am – 11:45 am Round #1 - Concurrent Sessions 3. Item 19 in 2020 – FPRs in the New Decade
4. Privacy Law Compliance: Best Practices and Tips for Data Mapping
1. An A to Z Update on the Arbitration of International Franchise and Consumer Requests
Disputes – What’s New! 5. The Big Lie: Good Faith & Fair Dealing and Does “Sole and Absolute
2. Drafting Trends - What’s New in Franchise Agreements? Discretion” Mean What It Says?
3. Franchise Securitization Financing 6. Basics Track: Trademarks & IP
4. Franchise Regulator Panel: Common Registration and Disclosure
Issues 11:45 am – 1:15 pm Networking Luncheon with IFA
5. Money Can’t Buy You Happiness: Injunctive Relief Government Relations Update
6. Protecting Your System’s Reputation in the “Fake News Era” 1:30 pm – 2:45 pm Round #5 - Concurrent Sessions
7. Basics Track: Registration & Disclosure
1. Drafting Trends - What’s New in Franchise Agreements?
12:00 pm – 1:30 pm Boxed Luncheon & Roundtables 2. Franchise Associations: Combative or Collaborative? A Practical
1:45 pm – 3:00 pm Round #2 - Concurrent Sessions Guide to How (And Why) Franchisees Organize into Associations
and How Franchisors Can Work with Them (Ethics Course)
1. Conspiracy Theories: Establishing Third Party Liability in Franchise 3. Food for Thought: Preparing Your System for the World of
Litigation Third-Party Delivery Services
2. Franchise Legal Tech: The Next Frontier 4. Money Can’t Buy You Happiness: Injunctive Relief
3. Franchise Associations: Combative or Collaborative? A Practical 5. Unique and Challenging Franchising Issues in International Markets
Guide to How (And Why) Franchisees Organize into Associations 6. Basics Track: Franchise Litigation
and How Franchisors Can Work with Them (Ethics Course)
4. Protection, Policing and Enforcement of Trademark Rights Globally 2:45 pm – 3:00 pm Refreshment Break
5. Franchising and Private Equity 3:00 pm – 4:15 pm Round #6 - Concurrent Sessions
6. The Big Lie: Good Faith & Fair Dealing and Does “Sole and Absolute
Discretion” Mean What It Says? 1. Conspiracy Theories: Establishing Third Party Liability in Franchise
7. Basics Track: Handling Defaults and Terminations Litigation
2. Privacy Law Compliance: Best Practices and Tips for Data Mapping
3:00 pm – 3:30 pm Refreshment Break and Consumer Requests
3:30 pm – 4:45 pm Round #3 - Concurrent Sessions 3. Protection, Policing, and Enforcement of Trademark Rights Globally
4. Protecting Your System’s Reputation in the “Fake News Era”
1. Food for Thought: Preparing Your System for the World of 5. “She’s Just Not That into You”: Strategies and Practical Issues in Ter-
Third-Party Delivery Services minating and Transitioning Ownership of Poor Performing Locations
2. Franchise Regulator Panel: Common Registration and Disclosure 6. Basics Track: International
Issues
3. Item 19 in 2020 – FPRs in the New Decade 4:15 pm Legal Symposium Official Adjournment
4. Protecting Your System’s Reputation in the “Fake News Era”
For full descriptions and speakers for the sessions above,
see pages 4-11.
2 IFA LEGAL SYMPOSIUM: ELEVATING FRANCHISE LAW
PROGRAM HIGHLIGHTS
Welcome & General Session
Welcome: Stuart Hershman, Partner, DLA Piper LLP (US), Chair, Legal Symposium Task Force
The Great Debates: 2020 Franchising Forum
Invited policymakers and senior Congressional staff debate the nation’s most pressing policy and regulatory issues
facing the franchise sector in 2020, including federal and state changes to independent contractor classification and
arbitration laws.
Boxed Luncheon & Roundtables
Our roundtables provide a unique opportunity for you to sit down with your peers and share tips, challenges, solutions
and best practices on a wide-range of franchise law and business topics.
General Session: Judicial Update
Join us for the always popular Judicial Update where our speakers will identify key franchise legal trends that are
impacting the franchise community and examine what the most important cases mean for the future of franchising’s
legal and business operations. Expert speakers will cover trends and cases in the following areas:
1. Latest disputes over improper or inadequate financial performance representations and understated Item 7
estimated initial investment tables
2. Terminations based on violations of franchisee morals clause or risk of brand/system impairment
3. Franchisor/franchisee liability (past and future) in the data privacy area, especially in light of the CCPA (Califor-
nia Consumer Privacy Act) and other potential state laws
4. Latest disputes over improper or inadequate financial performance representations
5. Latest ADA (Americans with Disabilities Act) cases in the franchise sector
Networking Luncheon with IFA Government Relations Update
IFA’s Government Relations & Public Policy team will join us to pro-
vide an up-to-the-minute account of legislative and regulatory issues
affecting franchising on both the federal and state levels.
franchise.org/legal-symposium 3
BREAKOUT SESSIONS
An A to Z Update on the Arbitration of International Franchise Disputes –
What’s New!
Arbitration is often required by contracts as a means of dispute resolution, on the basis that it is perceived as being
as a cheaper, faster and often better route to a resolution than litigation. That is especially true in the context
of international agreements where the parties are in different countries. But complications do arise, and if not
considered and managed, they can defeat the perceived advantages of arbitration. So this workshop will consider
best practices and “what’s new” in preparing for and dealing with contractual provisions (such as governing law and
venue clauses, arbitration provisions), as well as the conduct of an international arbitration, such as panel selection,
venue disputes, e-discovery, confidentiality and enforcement.
Moderator: Geoffrey Shaw, Partner, Cassels Brock & Blackwell LLP
Speakers: Teresa Michaud, Partner, Baker McKenzie; Jonathan Solish, Partner, Bryan Cave Leighton Paisner LLP
Conspiracy Theories: Establishing Third Party Liability in Franchise Litigation
Often times the deterioration of a franchise relationship involves more parties than just the franchisor and the
franchisee. This session will explore varying forms of third-party liability that arise in franchise litigation. The
presenters will discuss third party liability for breach of restrictive covenants, tortious interference, civil conspiracy,
contributory trademark infringement, and trade secret misappropriation. Experienced litigators will teach us
how to establish liability under these theories, ways to defend against such claims, and the tactical and strategic
considerations involving third party claims.
Speakers: Joseph Goode, Founding Partner, Laffey Leitner & Goode, LLC; Justin Sallis, Attorney, Gray Plant
Mooty; Susan Tegt, CFE, Attorney, Larkin Hoffman Daly & Lindgren
Drafting Trends - What’s New in Franchise Agreements?
As franchise arrangements evolve, so should your franchise documentation. This session will explore select
provisions in light of current trends. The program will include:
• Private equity acquisitions
• Encroachment
• Social media
• Third party deliveries
• National accounts
• Data breaches
• Joint employment
• Customer list ownership
• Liquidated damages
• Anti-poaching
Moderator: Thomas Pitegoff, Principal, Offit Kurman Attorneys At Law
Speakers: Samuel Wieczorek, Attorney, Cheng Cohen; Dawn Diaz, General Counsel, Sun Holdings
4 IFA LEGAL SYMPOSIUM: ELEVATING FRANCHISE LAW
Food for Thought: Preparing Your System for the World of Third-Party Delivery
Services
Last year’s forum introduced the paradigm shift toward third party delivery services for the restaurant industry. We
will continue the discussion this year by examining the following issues from legal and business perspectives:
• Determining the goals for your system when considering engaging a third-party aggregator;
• How issues relating to data ownership impact future marketing efforts;
• Key provisions to consider when negotiating agreements with a third-party aggregator;
• Exploring the recent proliferation of ghost kitchens and its impact on the food-on-demand industry; and
• The impact of California AB-5 on third-party aggregators, and what that means for franchise systems.
Speakers: Amy Cheng, CFE, Partner, Cheng Cohen; Dominic Mochrie, Partner, Osler, Hoskin & Harcourt LLP;
John Teza, CFE, Principal, NRD Capital
Franchise Legal Tech: The Next Frontier
Explore popular and developing legal technologies, such as AI programs, electronic disclosure platforms, and
case management tools, that in-house practitioners and outside counsel are using to create Franchise Disclosure
Documents, prepare Franchise Agreements, facilitate and confirm franchise compliance, evaluate potential litigation,
and more.
Moderator: Susan Meyer, Partner, Greensfelder, Hemker & Gale
Speakers: Brian Forgas, Senior Counsel-Development, Hilton Worldwide; Christine Misleh, PMP, CSM, Managing
Director, CapTech
Franchise Regulator Panel: Common Registration and Disclosure Issues
This program will cover a wide range of current issues in franchise registration and disclosure regulation, with
practical guidance on state franchise regulatory compliance. Our panel of regulators will discuss common mistakes
found in franchise filings and issues that hold up the approval process for new and renewing franchise companies.
The panel will also address hot topics, including financial assurance conditions, state review of substantive issues,
advertising claims and filings (including advertising through social media and financial performance representations
in advertising), the status of NASAA’s electronic filing project, violations that trigger enforcement actions, and new
state laws that affect franchisors. On the federal level, there will be discussion of the status of the FTC Rule review,
the FTC’s input into the issues discussed by the state regulators, and other timely issues at the FTC that affect
franchising.
Moderator: Charles Modell, CFE, Shareholder, Larkin Hoffman Daly & Lindgren
Speakers: Theresa Leets, Assistant Chief Counsel, California Department of Business Oversight; Christine Todaro,
Staff Attorney, Federal Trade Commission; Michelle Webster, Staff Attorney, Washington State Department
Financial Institutions
Franchise Securitization Financing
Why do franchise networks such as Wendy’s, Taco Bell, Dunkin and Dominos chose securitization financing rather
than conventional bank loans? How do securitizations work and for whom can they offer a distinct advantage? The
program will explore various aspects of these complex transactions including the types of due diligence needed,
the roles of in-house counsel and outside counsel, issues to be included in franchise legal opinions, structuring the
transaction, and post-closing franchise disclosure and other considerations.
Moderator: David Kaufmann, Senior Partner, Kaufmann Gildin & Robbins LLP
Speakers: Julie Davis, General Counsel, Taco Bell Corp.; Jordan Yarett, Partner, Paul, Weiss, Rifkind, Wharton &
Garrison
franchise.org/legal-symposium 5
B R E A K O U T S E S S I O N S (c ontinue d)
Franchise Associations: Combative or Collaborative? A Practical Guide to How
(And Why) Franchisees Organize into Associations and How Franchisors Can
Work with Them
Franchisees in brands both large and small have formed independent franchise associations to express their voice
and get a seat at the table. Some associations have created a collaborative relationship with the franchisor, while
others are viewed as confrontational. This session explores how and why franchisees form associations, how
franchisors work with them and the tools and strategies that make an effective franchisee association.
Speakers: Robert Salkowski, Partner, Zarco Einhorn Salkowski & Brito; Cheryl Mullin, President, Mullin Rybicki
Klopack, P.C.; Kristy Murphy, Associate Attorney, Bryan Cave
Franchising and Private Equity
Private equity is more and more dominant in the franchise arena, controlling not only major franchisors but sizable
franchisees as well. What attracts private equity interest? How are private equity transactions typically structured?
And what are the benefits of private equity involvement? These and other key issues will be examined by a panel of
experts at this program.
Moderator: Dale Cohen, Partner, Kaufmann, Gildin & Robbins
Speakers: Steve Aronson, Managing Director/General Counsel, Roark Capital Group
Item 19 in 2020 – FPRs in the New Decade
With the adoption of the 2017 NASAA Franchise Commentary on Financial Performance Representations,
franchisors are facing greater obstacles in presenting key financial performance data in Item 19. This session will
discuss:
• Best practices in drafting compliant FPRs, including those for emerging brands and non-traditional locations
• Common objections from state examiners during the registration process and best practices in crafting
effective responses
• Issues confronting franchisors and their attorneys in making Item 19 financial performance representations,
including the use of FPRs in the franchise sales process
Moderator: Joy Ann Kenny, Associate, FisherZucker LLC
Speaker: Megan Center, CFE, Associate, Fox Rothschild LLP; Max Staplin, In-House Counsel, Brightway
Insurance
Money Can’t Buy You Happiness: Injunctive Relief
• What are the business considerations for seeking equitable remedies from the court?
• What are the most common situations in franchising when an injunction or other extraordinary relief is
required?
• What are the requisite procedures?
• What legal test applies?
6 IFA LEGAL SYMPOSIUM: ELEVATING FRANCHISE LAW• What are the best strategies for prosecuting/defending an injunction?
• How to get the judge on your side?
Moderator: Jennifer Dolman, Partner, Osler, Hoskin & Harcourt LLP
Speakers: Mackenzie Dimitri, Associate Attorney, Einbinder & Dunn LLP; Melissa Durso, Managing Corporate
Counsel, Subway Restaurants; Jeffrey Wolf, Partner, Quarles & Brady
Privacy Law Compliance: Best Practices and Tips for Data Mapping and
Consumer Requests
Data mapping is a critical first step for a business to comply with new privacy laws, including the California
Consumer Privacy Act (“CCPA”). Data mapping helps a business know what personal information the organization
holds and where it is held. Businesses that conduct robust data mapping are more prepared when California
consumers exercise their right to make three types of requests upon a covered business: the right to know, the
right to delete, and the right to opt-out. This session will describe best practices and tips for how franchisors and
franchisees can undertake and improve their data mapping, as well as how they can prepare to respond to requests
from California consumers.
Moderator: Paul Luehr, Partner, Faegre Baker Daniels
Speakers: Heather Buchta, Partner, Quarles & Brady; Bryan Clements, Managing Attorney, The UPS Store, Inc.
Protecting Your System’s Reputation in the “Fake News Era”
In the era of instantaneous reporting and less than rigorous fact gathering, how does a franchise system safeguard
its hard-earned goodwill and reputation? This session will examine the role of the lawyer in crisis management when
addressing bad press, protest sites, and customer outrage. The panelists will also (i) provide advice on responding
when franchisees (and others) leak system confidential information to the press or attempt to leverage the press
to their advantage in civil litigation and settlement negotiations and (ii) discuss procedural and tactical advice on
how to best use the court or private dispute resolution to safeguard and defend one’s hard-earned goodwill and
reputation.
Moderator: Bethany Appleby
Speakers: John Gessner, Partner, Fox Rothschild LLP; Kathryn Kotel, Interim General Counsel, Smoothie King
Franchises, Inc.; Sarah Walters, Of Counsel, DLA Piper
Protection, Policing and Enforcement of Trademark Rights Globally
For systems expanding outside of the US, protection and policing of trademark rights are of paramount importance.
Rights to the names of products, franchise systems, and Internet domains can be usurped by a hijacker and are
costly to get back. This session will include practical tips for systems expanding internationally from the standpoint
of outside counsel, in-house counsel, and third-party service providers.
Moderator: Jami A. Gekas, Partner, Intellectual Property, Foley & Lardner LLP
Speakers: Tina Watts, Corporate Counsel, Darden Corporation; Ken Taylor, Director of Business Development,
Com Laude USA
franchise.org/legal-symposium 7B R E A K O U T S E S S I O N S (c ontinue d)
“She’s Just Not That into You”: Strategies and Practical Issues in Terminating
and Transitioning Ownership of Poor Performing Locations
• Non-Litigation alternatives and tools to transitioning ownership of defaulted or underperforming locations
• Using litigation as leverage to exiting the system
• Limited licenses and other tools to facilitate sale of the locations
• Practical considerations in transitioning ownership - assignment of leases, assumption of debt, liquor licenses,
and POS systems
Speakers: Barry Blum, Partner, Genovese Joblove & Battista; Alaina Karsten, Associate, Atherton Galardi Mullen
& Reeder PA.; Todd Watson, Chief Legal Officer, Marco’s Pizza
The Big Lie: Good Faith & Fair Dealing and Does “Sole and Absolute
Discretion” Mean What It Says?
Thanks to its ever-expanding application, this formerly limited principle has become a commonly disputed point
in the franchise relationship. While franchisors often seek to enforce express rights reserved in the franchise
agreement, franchisees commonly assert that the covenant of good faith and fair dealing restricts the franchisor
from taking various actions. Franchisors tend to see the application of the covenant as a means for franchisees to
limit a franchisor’s discretion and to avoid motions to dismiss. This session will examine the current state and scope
of the duty of good faith and fair dealing in the franchise relationship, and what, if any, effect the addition of “sole
and absolute discretion” has on the application of the covenant.
• What is the covenant of good faith and fair dealing?
• The evolution of the covenant of good faith and fair dealing in the franchise relationship.
• Can the covenant contravene an express contract term?
• Does “reasonableness” come into play? What about “reasonable business judgment?
• Does “sole and absolute discretion” or “sole business judgment” impact the covenant?
• Does the inclusion of “sole and absolute discretion” language allow a party to exercise that discretion
unreasonably?
Moderator: Andy Beilfuss, Partner, Quarles & Brady
Speakers: John Holland, Partner, Dady & Gardner, P.A.; Jessica McGrath, Vice President & General Counsel, The
Huntington Company
Unique and Challenging Franchising Issues in International Markets
This session will cover several case studies for markets with unique and challenging disclosure, redisclosure or
franchisor/franchise offering registration issues, including Malaysia, Korea, Australia, China, and Russia. This session
will also provide an overview of the new disclosure, registration, and franchise relationship law set to take effect in
Saudi Arabia in April of 2020.
Speakers: Danell Caron, General Counsel, Lift Brands, Inc.; Robert Lauer, Partner, Haynes and Boone, LLP; Diana
Vilmenay, Attorney & Shareholder, Polsinelli
8 IFA LEGAL SYMPOSIUM: ELEVATING FRANCHISE LAWBASICS TRACKS
Our Basics Tracks are designed to provide those who are new to franchising, or those simply in need of a refresher
course, a solid foundation in the principles of franchise law. A different topic will be offered during each breakout
session time slot.
Basic Track: Franchise Litigation
If a franchise relationship is like a marriage, then divorce is also part of the analogy. Litigation arises when the parties
are unable resolve their disagreements by themselves. This session will cover the lifecycle of a franchise action from
start to finish. The panel will discuss important procedural considerations, typical claims and defenses, and practical
strategies for optimizing your likelihood of success whether in settlement or trial. The topics will include:
• Forum selection and choice of law
• ADR: arbitration and mediation
• Discovery issues
• Motion practice
• Common claims, defenses, and remedies
• Trial themes and strategies
• Settlement considerations
Speakers: Stephanie J. Blumstein, Senior Associate, Einbinder & Dunn LLP; Maisa Frank, Principal, Gray Plant
Mooty
Basic Track: Handling Defaults and
Terminations
Often considered an administrative process, the management
of handling defaults and terminations is anything but. Strategy,
relationships and process management are core components of
these critical workflows. This session will cover the fundamentals
of these workflows and provide practical guidance to reduce risk in
a franchise system and to protect the brand.
Speakers: Scott Kuykendall, Assistant General Counsel,
Neighborly; Catherine A. Riesterer, Attorney, Cooper &
Riesterer, PLC; David Worthen, Partner, Plave Koch PLC
Basic Track: International
This International Franchising Basics Track intensive program bridges the annual IFA Legal Symposium and annual
IBA/IFA Joint Conference on International Franchising that immediately follows. This co-production leverages the
vast international franchising resources that will be in attendance. We invite you to learn the fundamentals from an
incredibly knowledgeable group of lawyers and other advisors from the U.S. and around the world as you prepare to
stay for the IBA/IFA Joint Conference scheduled for the next day.
franchise.org/legal-symposium 9• Assessing a franchisor’s readiness for international expansion
• Selecting the countries for development
• Deciding on the deal structure
• Choosing the right franchise partner
• Key business terms to address
• Understanding local law and franchise registration / disclosure obligations and trademark requirements
Moderator: Kendal Tyre, Attorney, Nixon Peabody
Speakers: Adam Aberra, General Counsel, FIVE GUYS® Enterprises, LLC; Stephanie Zosak, Associate, DLA Piper
LLP (US)
Basics Track: Mergers & Acquisitions
• Overview of the deal process.
• Preparing to sell to optimize purchase price.
• Valuation metrics.
• Buyer’s due diligence considerations.
• Identifying red flags – Joint Employer/vicarious liabilities, sales violations, supplier issues, data privacy, expansion
concerns.
• Negotiating key terms of the purchase agreement.
• Disclosure considerations – FTC, SEC, franchisees, employees, etc.
• Post-closing integration.
Moderator: Carl Hurwitz, VP & Assistant General Counsel, Marriott International
Speakers: Lucie Guyot, Counsel, Faegre Baker Daniels LLP; Laura Roberts, VP, General Counsel & Corporate
Secretary, Bojangles’ Restaurants, Inc.
Basic Track: Registration & Disclosure
This session provides an introduction to the federal and state franchise registration and disclosure laws that
franchisors must comply with in offering and selling franchises in the United States. The following topics will be
covered:
• What are the federal and state laws that regulate the offer and sale of franchises?
• What information must be included in the Franchise Disclosure Document (FDD)?
• What are the timing and delivery requirements for the FDD?
• Which states require registration of the FDD and what is the registration process?
• What exemptions exist for registration and disclosure under federal and state law?
• What are the requirements for amending and renewing the FDD?
Speakers: Christine Johnson, General Counsel, Le Duff America; Kyle Lennox, Associate, Greenberg Traurig, LLP
Basics Track: Trademarks & IP
Trademarks, copyrights, trade secrets and other IP are the keystone of franchising. This session will discuss the
various types of intellectual property; the role they play in franchising; the treatment they receive in the FDD
and Franchise Agreement; how they are registered and protected, and how they are enforced against trademark
infringers and franchisees who default.
Speakers: Jess Dance, Share Holder, Global Franchise & Supply Network Practice, Polsinelli; Marisa Faunce, Partner,
Plave Koch PLC; Kathryn Thomas, VP & Managing Counsel, Dunkin’ Brands, Inc.
10 IFA LEGAL SYMPOSIUM: ELEVATING FRANCHISE LAWB O N U S F E AT U R E S
Each year our task force strives to enhance the Legal and Dinner which many regard as one of the premier
Symposium experience to deliver real-world solutions and networking events offered all year. By attending the IBA/
top-of-the-line value to all who attend. Take a look below IFA Joint Conference you will also earn additional CLE
at some of the highlights we think you’ll enjoy at our 53rd and CFE credits. There is a separate fee to participate in
Annual Legal Symposium. this program. For more information and to register please
visit franchise.org/events.
BASIC TRACK
SOCIAL & NETWORKING EVENTS
Our Basic Track is designed to provide those who
are new to franchising, or those simply in need of a
refresher course, a solid foundation in the principles
of franchise law. A different topic will be offered
during each breakout session time slot.
ETHICS COURSE
We are offering one class on Monday morning and
Tuesday afternoon that will be eligible for ethics credits:
Franchisee Associations: Combative or Collaborative? A
Practical Guide to How (And Why) Franchisees Organize
into Associations and How Franchisors Can Work with
Them. See listing on previous pages for full details.
36TH ANNUAL In addition to premier educational content, one of the
most important benefits of participating in the IFA
MAY 5-6, 2020 • JW MARRIOT T • WASHINGTON, DC
Annual Legal Symposium is the opportunity to build
relationships with franchise attorneys and business
executives. Several networking events are offered during
IBA/IFA JOINT CONFERENCE the program. Take advantage of your time away from the
office by joining your colleagues at the following social
Do you want to learn more about the current issues events where the only thing on the agenda is building
facing the international franchise law community? Extend your portfolio of contacts in the franchise industry.
your stay in Washington to participate in the 36th Annual
IBA/IFA Joint Conference, May 5-6. Partnering with the • Welcome Reception – Sunday evening
International Bar Association’s Franchising Committee • Monuments by Moonlight Night Tour – Sunday
each year ensures we offer a comprehensive program evening (additional fee)
focused on the latest international franchise law issues. • Networking Luncheon – Tuesday afternoon
Interactive sessions include a “News from Around the • Annual Networking Reception – Monday evening
World” update during which expert international franchise • Refreshment Breaks
law professionals provide a roundup of developments in
franchising from some of the world’s hottest jurisdictions.
Don’t miss the annual IBA/IFA Conference Reception
franchise.org/legal-symposium 11R E G I S T R AT I O N
S Y M P O S I U M P R E - R E G I S T R AT I O N CLE CREDITS
Pre-registration for the Legal Symposium closes April Your attendance at IFA’s Legal Symposium qualifies you
17, 2020. After this date please register at our On-site for Continuing Legal Education Credits (CLEs) in many
Registration Desk during official Registration hours. On- states. Details on how to earn credits will be available on-
site registrations will be subject to an additional $100 fee. site at the Registration Desk.
Advanced registration for individual concurrent sessions
is not required. Rooms will be set to maximum capacity ICFE CREDITS
and seats are available on a first-come, first-served basis.
To register for all programs and events described in this You will earn 300 Education Credits and 100
brochure, please visit franchise.org/legal-symposium. Participation Credits toward the completion of the
Certified Franchise Executive (CFE) accreditation by
W H AT D O E S YO U R attending the IFA’s 2020 Annual Legal Symposium.
R E G I S T R AT I O N F E E I N C L U D E ?
H O T E L I N F O R M AT I O N
• Entry into all educational sessions;
• Extensive course materials;
• Welcome Reception Sunday, May 3;
• Continental Breakfast Monday, May 4 and Tuesday,
May 5;
• Refreshment Breaks Monday, May 4 and Tuesday,
May 5;
• Lunch Monday, May 4 and Tuesday, May 5 and
• Networking Reception Monday, May 4.
• Symposium registration lists that will be distributed
to all attendees and sponsors, and include their
names, companies, titles, phone numbers and email
addresses.*
OPTIONAL NETWORKING You may reserve your hotel room at the Grand Hyatt
ACTIVITY Washington, Washington, DC by visiting franchise.
org/legal-symposium or calling 1-800-233-1234 and
New this year is an opportunity to see Washington, DC indicating you are attending the IFA 2020 Legal Events.
monuments lit up in the evening while networking with Our room rate for a standard room is $349 (single or
your fellow attendees. For an additional small fee of $35, double). The deadline for making reservations is April 6,
experience the beauty and majesty that DC projects by 2020 (or when the IFA room block is filled, whichever is
the light of the moon with stops at the Iwo Jima Marine first.) Once the room block is sold out, reservations will
Corps Memorial, FDRl, Lincoln, Vietnam Veterans, be accepted based on availability.
Korean War and Martin Luther King, Jr. Memorials.
R E G I S T E R T O D AY
For the best value, register before April 17, 2020 at franchise.org/legal-symposium.
*If you do not want your information included on the registration lists, please email events@franchise.org.
12 IFA LEGAL SYMPOSIUM: ELEVATING FRANCHISE LAWREGISTRATION FORM MAY 3-5, 2020 | WASHINGTON, DC
Registration fee includes event access, course instruction and materials. IFA may offer additional services for this event as detailed in the event’s brochure. This event’s brochure can be accessed at franchise.
org/legal-symposium. IFA will also compile an event registration list, which will include your name, company, job title, phone number and email address provided on this form. The list will be sent to all
attendees, event sponsors and exhibitors both before and after the event, who, in accordance with their contracts with IFA, may use this information to contact you about their products, services and special
offers. For questions about our registration list policy or to be removed completely from the registration list, please contact events@franchise.org.
Please check here if you do not want your email address included on the registration list.
Registration fee includes course instruction and materials, two continental breakfasts, two luncheons, two cocktail receptions and
refreshment breaks. Advance sign-up for individual concurrent sessions is not required.
Please complete one form per person. Pre-registration closes April 17, 2020. On-site registrations are subject to an additional $100 fee
after this date.
Full Name ________________________________________________________________ Nickname for Badge_____________________________
Title _____________________________________________________________________________________________________________________
Company ________________________________________________________________________________________________________________
Address __________________________________________________________________________________________________________________
City __________________________________________________ State__________Zip Code___________________ Country_________________
Telephone_____________________________Mobile______________________________Email _________________________________________
Check here if you would like to receive emails on Symposium events and issues of interest.
Is this your first Legal Symposium?
Do you require special accommodations to participate in this event? Please email events@franchise.org.
Hotel Information: Cancellation Policy:
You may reserve your hotel room at the Grand Hyatt Washington, Full refunds (minus a $50 administration fee) will be granted for registrations
Washington, DC by visiting franchise.org/legal-symposium or calling 1-800- cancelled at least 14 days in advance of the Symposium. A 50% refund (minus
233-1234 and indicating you are attending the IFA 2020 Legal Events. Our a $50 administration fee) will be granted for registrations cancelled 7-14 days
room rate for a standard room is $349 (single or double). The deadline for in advance. No refunds will be permitted for cancellations less than 7 days
making reservations is April 6, 2020 (or when the IFA room block is filled, in advance or for “no shows.” All requests for cancellations must be made in
whichever is first.) Once the room block is sold out, reservations will be writing. Substitutions are permitted at any time at an additional fee of $50.
accepted based on availability.
REGISTRATION FEES
Please mark the appropriate box to indicate your participation and fees. Registration fees are per person.
IFA Member
1-3 registrants when registering together from the same company.......................... $950
4 or more registrants when registering together from the same company ............... $900
Monuments by Moonlight Night Tour ......................................................................... $35
Non-Member
Individual registrant ................................................................................................ $1,550
Grand Total $ __________________
PAYMENT METHOD
Check Enclosed Payable to “IFA” (Federal Tax ID #36-6108621) Credit Card: (circle one) American Express Visa Mastercard Discover
Account #______________________________________________Expiration ________________________________ Security Code___________
Card Member Name _______________________________________________________________________________________________________
Signature_________________________________________________________________________________________________________________
QUESTIONS?
Complete and return by April 17 with payment to:
Call 202-662-0763, email events@franchise.org
IFA’s Annual Legal Symposium
or visit franchise.org/legal-symposium
1900 K Street, NW, Suite 700, Washington, DC 20006 USA
Fax: 202-628-0812, events@franchise.orgInternational Franchise Association 1900 K Street, NW, Suite 700 Washington, DC 20006 www.franchise.org
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