445 S. Figueroa Street, Suite 2350, Los Angeles, California 90071

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Los Angeles Franchise and Distribution Attorneys

The experienced Los Angeles business lawyers at Steinbrecher & Span LLP counsel clients involved in the sale, distribution and marketing of products and services, both domestically and internationally, through distribution, franchise, dealer, agency and other forms of commercial relationships.  We have represented clients in every major area of franchising and distribution, including domestic and international registration and disclosure.

Our franchise and distribution attorneys have significant experience in the following areas:

  • Domestic/international transactions with a franchising or distribution nexus
  • Structuring franchise and distribution systems as well as master development and similar programs
  • Expanding franchise and distribution programs domestically and internationally
  • Compliance with domestic and international laws and regulations affecting franchise sales, disclosure and registration
  • Mergers and acquisitions of franchise systems
  • Establishment and protection of intellectual property rights
  • Franchise relationship representation, including counseling on the management of system growth and change during the life-cycle of the relationship
  • Domestic and international dispute resolution, including mediation, arbitration and litigation

The areas in which we practice include:

Transactional

  • Advising on the appropriate business structure and distribution technique and drafting related documents for “standard” distributorships, OEM (original equipment manufacturer) relationships, dealerships, agencies and sales representative relationships.
  • Establishing domestic and international franchise and distribution relationships and negotiating related agreements.
  • Advising on the acquisition and sale of distributors and franchisors, as well as specific distributorship and franchise units.  This often involves complex issues in the areas of tax, antitrust, real estate, employment and securities laws.

Counseling/Administrative

  • Counseling on alternative franchise structures (both domestic and international), ranging from single- and multi-unit franchises to master franchises, area development agreements or joint ventures for a country.
  • Preparing and registering disclosure documents required under franchise and business opportunity laws and regulations, and obtaining approval for franchise programs in the U.S. and foreign countries.  Based on our experience with state and federal regulators and our extensive network of foreign contacts, we can meet the requirements of every state and many foreign countries in a timely and cost-effective manner.
  • Counseling manufacturers and distributors subject to industry-specific legislation at both the federal and state levels – for example, clients in the motor vehicle, petroleum and beverage industries.
  • Assisting in the review of confidential operating manuals for franchisors, with specific emphasis on sections having legal implications, such as the use of registered trademarks, employment and ADA issues, pricing and distribution legal issues and conformity with the terms of the franchise or distribution agreement.
  • Counseling on franchise relationship issues that occur during the franchise life cycle – such as dealing with franchisee associations, modifying the franchise program and handling transfers, defaults and terminations.  Based on our experience with franchisors in a wide range of industries since the inception of franchise-specific legislation, we can develop contracts that provide flexibility during each phase of the life cycle.

Dispute Resolution (see also Franchise Disputes)

  • Providing litigation and dispute resolution services in all aspects of the franchise or distribution relationships, including issues such as encroachment, termination, nonrenewal, breakaway, trademark protection and discrimination.
  • Representing clients before state administrative agencies in the context of general franchising regulation as well as industry-specific agencies and regulatory bodies.
  • Counseling in the development of, as well as representation in, various forms of alternative dispute resolution, including negotiation, mediation and arbitration.
  • Advice with respect to existing and proposed regulatory legislation.
  • Serving as arbitrators, mediators and expert witnesses.