FINAL PROGRAM - International Franchise Association€¦ · • This program will give practical guidance for designing and implementing a basic compliance program and will identify

FINAL PROGRAM

SPONSORSWe express our since thanks to the following IFA members for their support of this year’s Legal Symposium program:

SUNDAY, MAY 53:00 pm – 7:00 pm Registration Desk Open Grand Foyer 3:00 pm – 7:00 pm Speaker Ready Room State

3:30 pm – 4:45 pm Legal Legislative Committee Salon D

5:30 pm – 7:00 pm Welcome Reception Salon E

7:15 pm Moderator & Speaker Networking Event (By-Invitation-Only) The W Hotel

MONDAY, MAY 68:00 am – 6:00 pm Registration Desk Open Grand Foyer

8:00 am – 5:00 pm Speaker Ready Room State

8:00 am – 8:30 am Continental Breakfast Grand Foyer 8:30 am – 10:15 am Opening General Session Grand Salons II-IV

Introduction: Joyce Mazero, Partner, Haynes & Boone LLP and 2013 Legal Symposium Task Force ChairmanWelcome: Stephen J. Caldeira, CFE, President & CEO, International Franchise Association

Keynote Presentation: Finding the Right Balance in Franchise Agreements Franchisors and franchisees have a mutual interest in protecting the brand, providing value to their customers, and getting a return on their investment. Franchise agreements provide the legal framework that defines the responsibilities and obligations of both the franchisor and the franchisee to each other and to the whole system.

This session will present different perspectives on some of the key issues in franchise agreements. Franchisors must preserve rights in franchise agreements that give them the ability to grow and improve their system over the course of a 10-20 year franchise relationship. On the other hand, terms that preserve a franchisee’s equity opportunity can attract high quality prospects and give franchisors a competitive advantage. Issues concerning renewal, transfer of ownership, territory and encroachment, and retroactivity clauses in franchise agreements will be discussed. Better education and communication between franchisors and franchisees about these issues and others at the outset and throughout their relationship can avoid misunderstandings and conflicts down the road.

These are complex issues in which there is no “one way” but there may be “better ways” for franchisors and franchisees to look for the balance that fits their particular business model and goals.

MODERATOR: Joel Buckberg, Counsel, Baker, Donel-son, Bearman, Caldwell & Berkowitz, SPEAKERS: Kenneth D. Walker, CFE, IFA Past Chairman of the BoardAziz Hashim, President & CEO, NRD Holdings, LLC (Multi-Unit Franchisee of

Popeye’s, Checkers/Rally’s Drive In Restaurants, and Domino’s Pizza) & IFA Board Member

1 2013 IFA LEGAL SYMPOSIUM

JOYCE MAZERO

JOEL BUCKBERG

STEPHEN J. CALDEIRA

KENNETH D. WALKER AZIZ HASHIM

PC

10:15 am – 10:30 am Refreshment Break Grand Foyer 10:30 am – 11:45 am Concurrent Sessions (All concurrent sessions are offered twice with the exception of the Basic Track sessions.)

1] The Franchise Face Lift: Mandatory Changes to the System

Salon D• Whether and how to implement changes to the

system in-term through the Operations Manual or upon renewal.

• Identifying the contractual rights permitting system changes and reserving such rights into the future.

• Obtaining “buy-in” from the system and making the business case for change.

• Navigating state relationship laws and addressing contractual claim and the covenant of good faith and fair dealing.

• Dealing with franchisee associations.

MODERATOR: F. Joseph Dunn, Partner, Fisher Zucker LLCSPEAKERS: Gary Robins, Franchisee, SuperCuts Charlie Chase, President & CEO, FirstService

Brands Al Reingold, Director, Brand Management—

Holiday Inn Brands, InterContinental Hotels Group

2] Negotiating a Settlement Agreement (includes Ethics)

Salon E• Ethics: This session will explore a host of ethical

issues that arise in the context of settlement negotiations, including some that may surprise even the most seasoned negotiators.

• The session will also address various strategic considerations in negotiating settlement agreements, including:

• Settlements in the context of an ongoing franchise relationship vs. settlements that involve the franchisee leaving the system.

• The most critical provisions to include in settlement agreements.

• The timing and effect of settlement negotiations when litigation is contemplated or has been initiated.

MODERATOR: Robert Zisk, Principal, Gray Plant Mooty SPEAKERS: Norman Leon, Partner, DLA Piper LLP (US)Fredric Cohen, Partner, Cheng Cohen LLC

3] That’s My List! Who Owns Customer Data in Franchise Systems?

Rayburn• Overview: How the franchising business model

presents unique challenges and opportunities in relation to customer data.

• Security and Protection: Who bears the burden of overseeing security and protection of customer data as between the franchisor and franchisee? Who are the other interested parties? Who does what in the event of a data breach?

• Compliance: Should the franchisor oversee the franchisees’ handling of customer data?

• Information Technology: Should franchisors negotiate IT agreements on behalf of franchisees? Provide IT support?

• Contractual Issues: Strategies when the franchise agreement is silent on the issue of ownership.

MODERATOR: Andraya Frith, Partner, Osler, Hoskin &

Harcourt LLPSPEAKERS: Lee Plave, CFE, Partner Plave Koch PLCNoah Pollack, EVP & General Counsel, Driven

Brands, Inc.

4] Advanced FPRs: Writing, Using, Attacking and Defending Financial Performance Representations

Salon F• Creativity and landmines in crafting an Item 19

claim.• What does “substantiation” mean and how do

you comply with a request?• Supplemental FPRs – when do you use them

and how do you prepare them?• Do’s and don’ts of using FPRs in marketing.• Litigating “positive” and “negative” Item 19s –

typical claims, franchisor defenses, discovery issues, and evidence.

MODERATOR: Dave Koch, Partner, Plave Koch PLCSPEAKERS:Jim Susag, Partner, Larkin Hoffman Daly &

Lindgren Peter Lagarias, Attorney Lagarias &

Boulter, LLPStuart Hershman, Partner, DLA Piper LLC (US)

5] A Seat at the Table – The Case for Franchisee Advisory Councils

Salon G• Why create an FAC?• Best practices in structuring and managing an

FAC.• Can an FAC and a franchisee association

co-exist?• Potential pitfalls with an FAC.• The value of an FAC for system management

and change.

MODERATOR: Robert Salkowski, Partner, Zarco, Einhorn,

Salkowski & Brito, P.A.SPEAKERS:Srini Kumar, General Manager and Senior VP,

Pearle Vision, a division of Luxottica Roger Quinland, Partner, Gordon & Rees LLPJennifer Wade, Franchisee, Moe’s Southwest

Grill, Moe’s Franchisee Advisory Council President

2013 IFA LEGAL SYMPOSIUM 2

MONDAY, MAY 6 (CONT’D.)

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6] Advanced Discussion on Drafting and Negotiation: Are Franchise Agreements Commercially Relevant or Lost in Another Decade?

Grand Salon I• Do franchisors need the perceived safety of

the “Kitchen Sink” drafting approach? Is this just the habitual drafting approach of the legal community or are there valid legal and business reasons for imposing the commonly found, unilateral agreement restrictions on the relationship?

• Should agreements more clearly reflect the characteristics, needs and risk associated with different types of relationships e.g. Private equity, multi-unit developers and experienced operators versus start-up and inexperienced franchisees? Should agreements more clearly reflect the venues being developed e.g. non-traditional sites?

• Can a franchisor realistically refuse to negotiate with sophisticated, experienced prospects? Should negotiations include negotiating provisions that do not practically apply to the franchisee or the venue? Is an amendment to the standard form of agreement the most productive method for dealing with it? Is starting off negotiations with a form of agreement that is modified for the type of prospect or venue involved an advantage or a disadvantage? Should there be separate offerings if a deal is not exempt?

• What are the agreement provisions that are indispensable to the franchisor in any franchise relationship? Which are not? What are the agreement provisions that the prospect commonly requests to be modified? What are the agreement provisions commonly modified by franchisors during negotiations? What are the provisions that can realistically be removed when negotiating a deal with a sophisticated, experienced prospect?

MODERATOR: Karen Satterlee, CFE, VP & Senior Counsel,

Hilton WorldwideSPEAKERS: Ann Hurwitz, CFE, Partner, Baker Botts LLPMark Friedman, Sr. VP & General Counsel,

Pinkberry

7] Basics Track: Disclosure

Dirksen• Federal and state disclosure basics.• Federal exemptions from disclosure

requirements.• Disclosure timing requirements and triggers.• Updating the Franchise Disclosure Document

under the FTC Rule.• Items 1-23 of the Franchise Disclosure

Document.• Federal penalties for non-compliance.

SPEAKERS: Felicia Soler, Associate, Kaufmann Gildin

Robbins & OppenheimTimothy O’Brien, Chief Examiner, VA Division

of Securities and Retail Franchising Lauren Fernandez, General Counsel, FOCUS

Brands, Inc.

12:00 pm – 1:30 pmNetworking Luncheon & IFA Government Relations Update Grand Salons II-IV

Enjoy this time to get to know other Legal Symposium attendees. IFA’s Government Relations & Public Policy team led by Judith Thorman, SVP, Government Relations & Public Policy, will join us to provide an up-to-the-minute account of legislative and regulatory issues affecting franchising on both the federal and state levels.

Introduction by: Mark Forseth, VP & Asst. General Counsel, Marriott International

1:45 pm – 3:00 pmConcurrent Sessions

1] Understanding Compliance-Related Acronyms and Designing a Compliance Program

Rayburn• Franchisors (even those that do not franchise

outside the US) are subject to compliance requirements under a variety of anti-corruption, anti-terrorism, and anti-money laundering laws and regulations. Non-compliance can subject companies and their officers to significant civil and/or criminal penalties.

• All companies whose financials are audited according to GAAP (as required for FDD use) need to be concerned about appropriate accounting controls to assure compliance with these laws and public companies must also comply with Sarbanes-Oxley requirements.

• US franchisors are prohibited from doing business with countries covered by embargoes imposed by the US government or with persons such as those listed on the US Department of the Treasury’s Office of Foreign Assets Control (OFAC) List of Specially Designated Nationals and Other Blocked Persons (including terrorists and narcotics traffickers) and are also prohibited from engaging in other corrupt practices, including those covered by the Foreign Corrupt Practices Act and similar laws, or money laundering.

• These requirements impact franchisors in granting of franchises (due diligence on franchisees, language for contracts), ongoing relationships with franchisees (including training), vendor selection (including preferred vendor programs), and hiring and training their own employees.

• Franchise systems operating only in the US may require one level of compliance procedure, while those operating in multiple countries may require a multi-tiered compliance effort.

• This program will give practical guidance for designing and implementing a basic compliance program and will identify resources available to franchisors.

MODERATOR: Nancy Gourley, VP – Franchise Legal, La

Quinta Inns & Suites

SPEAKERS: Jeffrey Jones, Partner, Jones Day Donald Wray, International Counsel, Little

Caesars Enterprises, Inc.Virginia Adams, Senior Manager, Fraud

Investigation & Dispute Services, Ernst & Young



JUDITH THORMANMARK FORSETH

2] It’s Not All Fun and Games: Properly Implementing Contests, Sweepstakes, and Other Promotional Campaigns

Salon D• Basic rules for running any contest or

sweepstakes.• Common issues when attempting to run a

contest or sweepstakes through social media platforms or through a web site.

• Common issues that arise when conducting an international contest or sweepstakes.

• The acquisition of rights and the use of user-generated content obtained in connection with a contest.

• The impact of gift card laws and regulations on contests, sweepstakes and other promotional campaigns.

• Social buying web sites (e.g., Living Social and Groupon): Promotional value vs. paid value.

MODERATOR: Andra Terrell, Assistant Attorney, Luxottica

GroupSPEAKERS: Tywanda Harris Lord, Partner, Kilpatrick

Townsend & Stockton LLP Dominic Mochrie, Partner, Osler Hoskin &

Harcourt LLPKelley O’Brien, Interactive Media Manager,

Krispy Kreme Doughnut Corporation

3] The Key Business and Legal Issues Related to Franchise Expansion in Today’s Hot International Markets

Salon E• Identifying those countries or regions outside

the U.S. that today provide the best opportunity for franchise expansion, and why (including such markets as Brazil, India, Russia, South Africa, the Middle East, Latin America and Pacific Rim).

• What is the current business climate in these markets?

• What type of franchising is best for, and most common, in these markets?

• What are the key business terms and legal issues that a franchisor needs to deal with in these countries?

• If our panelists had to expand to those countries again, what do they know now they wished they knew then?

MODERATOR: Larry Weinberg, CFE, Partner, Cassels Brock &

BlackwellSPEAKERS: Matt Brokl, Vice President, International

Business Development, Buffalo Wild Wings Kendal Tyre, Partner, Nixon Peabody Scarlet May, SVP, Chief Legal Officer and

Secretary, Ruby Tuesday, Inc.

4] Preemptive Strikes to Minimize Franchise Failures

Salon FAt some point, every franchisor learns the effect of franchisee financial failures and reorganizations on their system. This program teaches how to manage the risk by advance planning and negotiated creditor agreements. We will address:• Effects and results of bankruptcy cases without

creditor agreements in place.• Negotiation of intercreditor agreements at the

inception of the lender relationship.• When should the franchisor negotiate a

remarketing agreement.• Special terms for credit enhancement and

program lending arrangements.• Waterfall agreements and how to obtain a

consensus to liquidate.

MODERATOR: Paul Battista, Partner, Genovese Joblove &

Battista SPEAKERS: Sharyn Zuch, Counsel, Wiggin and Dana LLPRobin Phelan, Partner, Haynes and Boone, LLP

5] Alternatives to Default: Managing Underperforming Franchisees

Grand Salon I• Disciplined processes for determining why a

franchisee is underperforming.• Resources franchisors may deploy to assist

underperforming franchisees.• Determining preferred, acceptable, and

unacceptable outcomes.• Actions plans, workout plans and exit plans.• Obtaining buy-in from necessary constituencies.

MODERATOR: Jonathan Perlman, Equity Partner, Genovese

Joblove and BattistaSPEAKERS: David Leonardo, CFE, Chief Development

Officer, Wild Wing Café Will Jameson, Vice President & General

Counsel, Cottman Transmissions, Inc.Bob Zarco, Attorney, Zarco, Eihhorn,

Salkowski & Brito, P.A.

6] You Want Me to Sign What? Permissible Changes to the Franchise Agreement Upon Renewal

Salon G• Do state statutes or common law limit the

franchisor’s right to make changes?• Should the franchisor “negotiate” changes with

franchisees?• What happens if there is widespread franchisee

resistance or refusal to accept a change?• Can renewal be conditioned on the franchisee’s

acceptance of fundamental changes to the business model or system?

• What kinds of incentives can franchisors offer to encourage acceptance of changes to the franchise agreement?

MODERATOR:Jeffrey Karlin, Principal, Gray Plant MootySPEAKERS: Brian Balconi, Vice President & General

Counsel, Little Caesar Enterprises, Inc. Arthur Anastos, Vice President and Managing

Counsel, Dunkin’Brands, Inc.Cheryl Bisbee, Assistant General Counsel,

H & R Block, Inc.Ron Gardner, Managing Partner & Franchise

Attorney, Dady & Gardner, P.A.



7] Basics Track: Registration

Dirksen• State franchise registration requirements.• State addenda.• Exemptions from registration.• Timing of amendments/renewal filings.• Frequently arising comments from examiners.• Remedies and penalties for non-compliance.

MODERATOR: Amy Cheng, Partner, Cheng Cohen LLCSPEAKERS: Dale Cantone, Assistant Attorney General,

Maryland Attorney General’s Office Theresa Leets, Senior Corporations Counsel,

California Department of Corporations Beata Krakus, Partner, Greensfelder, Hemker &

Gale P.C.

3:00 pm – 3:30 pm Refreshment Break Grand Foyer


1] Attracting Private Equity—What Prompts Private Equity Interest in Acquiring Your Network?

Rayburn• It is a simple truth: the largest acquisitions

of franchisors and their networks in the 21st century have been accomplished by private equity groups, up to and including the Blackstone Group’s $25 billion acquisition of Hilton Worldwide, Inc.

• So it is that private equity may prove compelling to franchisors which have hit their financial and managerial ceilings or which merely seek a lucrative exit strategy.

• What does private equity look for in a franchisor?

• How can you attract private equity attention? And how can you know if a private equity group will maximize a franchisor’s potential or doom it?

This session will answer these questions and identify the what private equity investors are looking for in a franchisor, what a franchisor must do to prepare for private equity scrutiny and the tell-tale signs of a potentially harmonious relationship or a deal likely to fail hard.

MODERATOR:David Kaufmann, Senior Partner, Kaufmann

Gildin Robbins & OppenheimSPEAKERS:Tom Donaldson, Partner, McGuire WoodsStephen D. Aronson, General Counsel, Roark

Capital Group

2] After the Agreements are Signed: Post-Closing Legal and Business Matters in International Franchise Transactions

Salon F• How franchisors and master franchisees can

work together to make required post-closing filings, establish the business locally and define their ongoing relationship.

• Examination of various post-closing filings and approvals, including filing of the executed franchise agreement (or a short-form version), applications to local revenue authorities for favorable withholding rates pursuant to applicable tax treaties, local approvals for the master franchisee to remit U.S. currency to the franchisor, and visa applications for in-country trainers.

• Review of the complexities associated with localizing the system, including processes for adapting the manuals, menus and marketing materials to the local market, supply chain issues and procedures for sub-franchisee qualification and site and design approvals.

• How the parties can shape their ongoing relationship by establishing clear reporting systems and periodic marketing review and business planning meetings.

MODERATOR: Jeffrey Brimer, CFE, Attorney, Faegre Baker

Daniels LLPSPEAKERS:

Thibault de Chatellus, Senior Vice President, Jamba Juice Company

Mark Forseth, VP & Asst. General Counsel, Marriott International

Kevin Maher, Attorney, Baker McKenzie

3] The Continual Threat of Vicarious Liability: Analyzing and Managing Risk

Grand Salon I• Analysis of recent trends in franchisor vicarious

liability cases.• Exploration of ways to minimize the risk of

being sued.• Discussion of practical considerations in

defending the claims.

MODERATOR: Kerry Bundy, CFE, Partner, Faegre Baker

Daniels LLPSPEAKERS: Shelly O’Callaghan, Executive Vice President

and General Counsel, International Dairy Queen

John Holland, Partner, Dady & Gardner, P.A.Jim Bettner, Risk Manager, Luxottica Group

4] Understanding and Utilizing the SBA Financing Process

Salon G• Overview of SBA programs.• SBA financing eligibility criteria.• Listing your brand on the franchise registry.• SBA eligibility review.• Creating a bank credit report.• Disclosure issues• IFA’s SBA Task Force activities. MODERATOR:Kimberly Sikora Panza, Associate, Wiley Rein LLPSPEAKERS: Stephen Olear, Senior Franchise Counsel,

Small Business AdministrationEdith Wiseman, CFE, VP of Client Solutions,

FRANdataDavid Hoppenworth, SVP, SBA Division Senior

Credit Officer, TD Bank

5] That’s My List! Who Owns Customer Data in Franchise Systems?

Salon DSee initial listing for description on page 2. MODERATOR: Andraya Frith, Partner, Osler, Hoskin &

Harcourt LLPSPEAKERS: Lee Plave, CFE, Partner Plave Koch PLCNoah Pollack, EVP & General Counsel, Driven

Brands, Inc.

6] A Seat at the Table – The Case for Franchisee Advisory Councils

Salon ESee initial listing for description on page 2.

MODERATOR: Robert Salkowski, Partner, Zarco, Einhorn,

Salkowski & Brito, P.A.SPEAKERS: Srini Kumar, General Manager and Senior VP,

Pearle Vision, a division of LuxotticaRoger Quinland, Partner, Gordon & Rees LLPJennifer Wade, Franchisee, Moe’s Southwest

Grill, Moe’s Franchisee Advisory Council President




7] Basics Track: Best Practices in Franchise Administration

Dirksen• Creating a business plan for effective FDD

registration.• How to establish methodology for efficient

contract processing.• Strategies for resolving franchise disputes

in-house.• Budgeting: the in’s and out’s of accruals and

planning.• Effective management of outside counsel.• What they didn’t tell you about running a

franchise legal department.• Gaining efficiencies through technological

solutions.

MODERATOR: Michael Levitz, Associate General Counsel, The

Haagen-Dazs Shoppe Company, Inc. and Legal Counsel, Nestle Dryer’s Ice Cream Company & Nestle DSD Company

SPEAKERS: Meredith Flynn, VP of Financial Services &

Franchise Compliance, Allegra Network LLC

John Richardson, Senior Counsel - Franchise Practice Group, McDonald’s Corporation

5:00 pm – 6:30 pm Networking ReceptionGrand Foyer

Share best practices and review lessons learned from sessions attended on the first day of the 46th Annual Legal Symposium when you join your franchise business and legal peers at our annual networking reception. This is a great opportunity to network and make new contacts.

6:45 pm Newcomers’ & First Time Attendees’ DinnerChef Geoff’s

Newcomers* and First-Time Attendees are invited to participate in our Newcomers & First-Time Attendees’ Dinner being held around the corner from the JW Marriott at Chef Geoff’s, a fun fine-dining establishment that is always at the top of Washington’s best restaurants list. Take advantage of the opportunity to network further with other professionals in the franchise legal community over drinks and good food. Share similar experiences and gather advice on being successful in your franchise law practice while building relationships that will last long beyond the dates of the Legal Symposium. The cost of the dinner is an

additional $100 and is limited to 50 people. Please visit our Registration Desk to inquire about available space.

*Newcomers are defined as young associates, paralegals, those under 35 years of age and/or have been practicing franchise law for less than 5 years.

TUESDAY, MAY 78:00 am – 3:30 pmRegistration Desk OpenGrand Foyer

8:00 am – 2:30 pm Speaker Ready RoomState 8:00 am – 8:30 amContinental BreakfastGrand Foyer 8:30 am – 10:00 amGeneral Session: Judicial Update Grand Salons II-IV

Introduction:Joyce Mazero, Partner, Haynes & Boone LLP and 2013 Legal Symposium Task Force Chairman

Judicial Update:Rather than just summarize recent cases, we 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 businesses operations. Expert speakers will cover trends in the franchise relationship, compliance, dispute resolution, registration, disclosure, antitrust, professional responsibility and other important issues.

SPEAKERS:Bobbi Howell, Partner, Foley & LardnerGregg Rubenstein, Partner, Nixon Peabody

10:00 am – 10:15 amRefreshment BreakGrand Foyer 10:15 am – 11:30 amConcurrent Sessions

1] Attracting Private Equity—What Prompts Private Equity Interest in Acquiring Your Network?

Salon DSee initial listing for description on page 5.

MODERATOR: David Kaufmann, Senior Partner, Kaufmann

Gildin Robbins & OppenheimSPEAKERS: Tom Donaldson, Partner, McGuire WoodsStephen D. Aronson, General Counsel, Roark

Capital Group

2] After the Agreements are Signed: Post-Closing Legal and Business Matters in International Franchise Transactions


MODERATOR: Jeffrey Brimer, CFE, Attorney, Faegre Baker

Daniels LLPSPEAKERS: Thibault de Chatellus, Senior Vice President,

Jamba Juice CompanyMark Forseth, V.P. & Asst. General Counsel,

Marriott InternationalKevin Maher, Attorney, Baker McKenzie

3] The Continual Threat of Vicarious Liability: Analyzing and Managing Risk

Salon FSee initial listing for description on page 5.

MODERATOR: Kerry Bundy, CFE, Partner, Faegre Baker

Daniels LLPSPEAKERS: Shelly O’Callaghan, Executive Vice President

and General Counsel, International Dairy Queen

John Holland, Partner, Dady & Gardner, P.A.Jim Bettner, Risk Manager, Luxottica Group

JOYCE MAZERO

BOBBI HOWELL GREGG RUBENSTEIN

4] Understanding and Utilizing the SBA Financing Process

Grand Salon ISee initial listing for description on page 5.

MODERATOR: Kimberly Sikora Panza, Associate, Wiley

Rein LLPSPEAKERS: Stephen Olear, Senior Franchise Counsel,

Small Business AdministrationEdith Wiseman, CFE, VP of Client Solutions,

FRANdataDavid Hoppenworth, SVP, SBA Division Senior

Credit Officer, TD Bank

5] Understanding Compliance-Related Acronyms and Designing a Compliance Program

Salon GSee initial listing for description on page 3.

MODERATOR: Nancy Gourley, VP – Franchise Legal,

La Quinta Inns & SuitesSPEAKERS: Jeffrey Jones, Partner, Jones Day Donald Wray, International Counsel, Little

Caesars Enterprises, Inc.Virginia Adams, Senior Manager, Fraud

Investigation & Dispute Services, Ernst & Young

6] Basics Track: Navigating State Relationship Laws

Dirksen• Explore the jurisdictional scope of franchise

relationship laws.• Review restrictions relating to differential

treatment of franchisees.• Examine state differences relating to franchise

termination and non-renewal.• Review state law requirements concerning

transfers.• Provide an overview of unique state law

requirements.• Discuss penalties for noncompliance with state

relationship laws.

MODERATOR: Jonathan Solish, Partner, Bryan Cave, LLPSPEAKERS: Rob Lauer, Attorney, Haynes and

Boone LLP Shelly Weatherbie, Senior Counsel-Franchise,

Hilton Worldwide

11:45 am – 1:00 pm Boxed Luncheon & Roundtables Grand Salons II-IVOur 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.


1] It’s Not All Fun and Games: Properly Implementing Contests, Sweepstakes, and Other Promotional Campaigns

Salon DSee initial listing for description on page 4.

MODERATOR: Andra Terrell, Assistant Attorney, Luxottica

GroupSPEAKERS: Tywanda Harris Lord, Partner, Kilpatrick

Townsend & Stockton LLP Dominic Mochrie, Partner, Osler Hoskin &

Harcourt LLPKelley O’Brien, Interactive Media Manager,

Krispy Kreme Doughnut Corporation

2] The Key Business and Legal Issues Related to Franchise Expansion in Today’s Hot International Markets


MODERATOR: Larry Weinberg, CFE, Partner, Cassels Brock &

BlackwellSPEAKERS: Matt Brokl, Vice President, International

Business Development, Buffalo Wild Wings Kendal Tyre, Partner, Nixon Peabody Scarlet May, SVP, Chief Legal Officer and

Secretary, Ruby Tuesday, Inc.

3] Preemptive Strikes to Minimize Franchise Failures

Grand Salon ISee initial listing for description on page 4.

MODERATOR: Paul Battista, Partner, Genovese Joblove &

Battista SPEAKERS:Sharyn Zuch, Counsel, Wiggin and Dana LLPRobin Phelan, Partner, Haynes and Boone, LLP

4] Alternatives to Default: Managing Underperforming Franchisees


MODERATOR: Jonathan Perlman, Equity Partner, Genovese

Joblove and BattistaSPEAKERS: David Leonardo, CFE, Chief Development

Officer, Wild Wing Café Will Jameson, Vice President & General

Counsel, Cottman Transmissions, Inc.Bob Zarco, Attorney, Zarco, Eihhorn,

Salkowski & Brito, P.A.

5] You Want Me to Sign What? Permissible Changes to the Franchise Agreement Upon Renewal


MODERATOR: Jeffrey Karlin, Principal, Gray Plant MootySPEAKERS: Brian Balconi, Vice President & General

Counsel, Little Caesar Enterprises, Inc. Arthur Anastos, Vice President and Managing

Counsel, Dunkin’Brands, Inc.Cheryl Bisbee, Assistant General Counsel,

H & R Block, Inc.Ron Gardner, Managing Partner & Franchise

Attorney, Dady & Gardner, P.A.

6] Basics Track: Franchise Litigation

DirksenThis Basics Track session will present frequently litigated franchise issues in the context of a fictional “role play” in which the panel will take the roles of the franchisee, the franchisor’s Senior Vice President, and both franchisor and franchisee counsel. The “role play” will:• Identify common and unique claims, defenses,

and remedies arising in franchise litigation.• Illustrate strategic decision-making regarding

substantive, procedural, and discovery issues.• Address typical franchisor and franchisee

litigation concerns.

MODERATOR: Jess Dance, Associate, Perkins Coie LLPSPEAKERS: Amy Powers, EVP & General Counsel, Fitness

Together Holdings, Inc.Richard Rosen, Managing Member, The

Richard L. Rosen Law Firm

TUESDAY, MAY 7 (CONT’D.)


Chairman:Joyce Mazero PartnerHaynes and Boone, LLP

Vice Chair: Amy Cheng PartnerCheng Cohen LLC

Task Force Members:

Kerry Bundy,CFEPartnerFaegre Baker Daniels LLP

Jeff BurchfieldAsst. General CounselCurves International, Inc.

Lane Fisher,CFEPartnerFisherZucker LLC

Nancy GourleyVice President-Franchise LegalLa Quinta Inns & Suites

Jamila GrangerSenior Counsel & Asst. SecretaryKrispy Kreme Doughnut Corporation

Ann Hurwitz,CFEPartnerBaker Botts LLP

Cynthia KlausAttorneyLarkin Hoffman Daly & Lindgren

Edward Levitt,CFEPartnerAird & Berlis LLP

Leonard MacPheePartnerPerkins Coie LLP

Dominic MochriePartnerOsler, Hoskin & Harcourt LLP

Eric NewmanEVP Development & General CounselBojangles’ Restaurants, Inc.

Maureen O’BrienSpecial CounselWiley Rein LLP

Jonathan PerlmanShareholderGenovese Joblove & Battista

Breton PermeslyAttorneyKaufmann Gildin Robbins & Oppenheim

Robert SalkowskiPartnerZarco, Einhorn, Salkowski & Brito, P.A.

Karen Satterlee,CFEVP & Senior CounselHilton Worldwide

Andra TerrellAssistant AttorneyLuxottica Group

Craig TractenbergPartnerNixon Peabody

Brenda TrickeyVP & Senior Franchise CounselPopeyes Louisiana Kitchen

Larry Weinberg,CFEPartnerCassels Brock & Blackwell

Gerald Wells,CFEPartnerDLA Piper LLP (US)

Donald WrayInternational CounselLittle Caesar Enterprises, Inc.

Robert ZiskPrincipalGray Plant Mooty

THANK YOU TO OUR 2013 LEGAL SYMPOSIUM TASK FORCE

2:30 pm – 2:45 pmRefreshment BreakGrand Foyer


1] The Franchise Face Lift: Mandatory Changes to the System


MODERATOR: F. Joseph Dunn, CFE, Partner, Fisher Zucker LLCSPEAKERS: Gary Robins, Franchisee, SupercutsCharlie Chase, President & CEO, FirstService

Brands Al Reingold, Director, Brand Management—

Holiday Inn Brands, InterContinental Hotels Group

2] Negotiating a Settlement Agreement (includes Ethics)

Salon ESee initial listing for description on page 2. MODERATOR:Robert Zisk, Principal, Gray Plant Mooty SPEAKERS:Norman Leon, Partner, DLA Piper LLPFredric Cohen, Partner, Cheng Cohen LLC

3] Advanced FPRs: Writing, Using, Attacking and Defending Financial Performance Representations

Grand Salon ISee initial listing for description on page 2. MODERATOR: Dave Koch, Partner, Plave Koch PLCSPEAKERS: Jim Susag, Partner, Larkin Hoffman Daly &

Lindgren Peter Lagarias, Attorney Lagarias &

Boulter, LLPStuart Hershman, Partner, DLA Piper LLP (US)

4] Advanced Discussion on Drafting and Negotiation: Are Franchise Agreements Commercially Relevant or Lost in Another Decade?


MODERATOR: Karen Satterlee, CFE, VP & Senior Counsel,

Hilton WorldwideSPEAKERS: Ann Hurwitz, CFE, Partner, Baker Botts LLPMark Friedman, Sr. VP & General Counsel,

Pinkberry

5] Basics Track: International Expansion: Where Do I Start?

DirksenFranchise systems considering international expansion face many challenges. This program aims to address some of these challenges and provide insight into those issues of primary concern. These include:• Selecting the right local partner who shares

company values, possesses the requisite experience in the industry and has the necessary capital and reputation.

• Conducting the appropriate due diligence in the local market including the competitive environment, macro/micro analytics, political/security, real estate, banking, tax and repatriation of royalties.

• Deciding on the structural model to be used such as master, multi or single unit franchising, area development, joint venture or company owned units.

• Conducting legal due diligence and selecting local counsel. This includes identifying red flags such as trademark and regulatory issues, agency laws, pre-sale registration and disclosure legislation.

• Being mindful of other issues such as lead times and hidden costs.

MODERATOR:Brenda Trickey, VP & Senior Franchise

Counsel, Popeyes Louisiana KitchenSPEAKERS: Tim Waddell, Director of Business

Development, International, Popeyes Louisiana Kitchen

Stephane Teasdale, Partner and Chair, Franchise Law Group, Frasner, Milner Casgrain LLP

Dean Fournaris, Partner, Wiggin & Dana 4:00 pm Legal Symposium Adjournment


TUESDAY, MAY 7 (CONT’D.)

IFA's 47th Annual Legal Symposium

May 4-6, 2014Chicago, IL

SAVE THE DATE!

Documents

FINAL PROGRAM - International Franchise Association€¦ · • This program will give practical guidance for designing and implementing a basic compliance program and will identify