Advising on master and unit franchise, sub franchise, and all operational documentations including franchise manuals.

Franchisors, manufacturers and others who use third party relationships as a distribution mechanism nationally or internationally face a myriad of legal issues in pursuing their business goals. The Ororus Advisors Franchise and Distribution Practice is a multidisciplinary team of attorneys with extensive experience in working with all aspects of vertical distribution and all vertical distribution formats, including franchising; dealership and distributorship programs; sales representative and commercial agency relationships; commercial licensing and co-branding arrangements; management agreement formats; and direct selling and business opportunity relationships. Our lawyers help business clients comply with regulatory, statutory and other legal mandates through practical, creative and focused legal counsel. The Franchise and Distribution practice shares its clients’ entrepreneurial focus and delivers responsive representation.

Our transactional attorneys have structured, documented and implemented vertical programs for clients large and small, from startup businesses seeking to expand to large multinational corporations looking to use vertical distribution as a mechanism to market a particular product or service or to expand into a certain market. Our services for these clients include:

  • Counseling
    With or without independent consultants, our lawyers work with management to analyze our clients' options from both a legal and a business perspective and develop recommendations for the appropriate vertical distribution format, taking into consideration both legal risks and the risks and benefits associated with timing, costs and results.
  • Compliance Analysis
    We provide comprehensive domestic and international counseling as to the application, ramifications and avoidance of the various local and foreign laws governing the grant of vertical distribution rights, including those applicable to franchises, business opportunities and direct sales programs, including technology transfer laws.
  • Documentation
    Ororus advisors attorneys draft and prepare agreements and collateral documentation that are appropriately tailored in style, form and content to facilitate our clients' business objectives. Our integrated approach also includes the preparation of compatible collateral documents, such as financing agreements, real estate documentation, supply agreements and software and e-commerce agreements.
  • Registration/Disclosure Strategies
    Regardless of the vertical distribution structure elected, Ororus Advisors provides and implement compliance programs covering registration, disclosure, filing and sales practices requirements governing the grant of vertical distribution rights in the region and abroad, along with ongoing training, advisory and compliance services and programs to guide our clients' business practices.

Our multidisciplinary approach to the practice of Franchise and Distribution law makes Ororus Advisors highly qualified to provide integrated advice, counsel and assistance to our clients in the ongoing maintenance of their vertical distribution programs, as well as in the positioning of those programs for future strategic advantage and competition. Our services include:

  • Registration/Disclosure
    Ororus Advisors provides ongoing registration and disclosure compliance for franchisors and business opportunity sellers that involves more than annual and material update filings backed up by a docket system. Our attorneys stay involved with our clients and their businesses to advise and assist in this process, to help identify material changes and to assure an integrated and well-reasoned approach to the ongoing registration/disclosure process. For direct sellers, identification of and compliance with filing and/or notice requirements is equally critical.

The ongoing conduct of a vertical distribution relationship can impact areas beyond the franchise and dealer relationship laws and special industry regulations. Among the areas in which we regularly provide our clients creative and integrated advice are:

  • Antitrust and Trade Practices
    Our antitrust and trade regulation attorneys provide vertical antitrust counseling and compliance programs in areas as diverse as pricing, tying, exclusive dealing, use of intellectual property, and unfair and deceptive practices generally, including for those clients with dominant market positions.
  • Franchise Advertising and Recruitment Practices/Earnings Claims
    Franchisors recruit franchisees and offer and sell franchises in a heavily regulated environment. We do not only review their advertising, web sites, marketing materials and sales strategies for general compliance with law, we also review for compliance with the restrictions of the franchise laws and compliance with laws governing the making of earnings claims.
  • Commercial Support
    Commercial considerations underlying vertical distribution often can be as significant as the program's structure. These include domestic and cross-border aspects of systemwide sourcing and sale of goods and services, pricing and discounts, warranty and compliance with consumer warranty and protection laws, customs and trade and other issues.
  • Cooperative Supply and Advertising
    Maintenance of cooperative purchasing and selling programs, advertising funds and approved supplier programs.
  • Associations
    Relationship management with franchisee and dealer associations.
  • Advertising and Marketing Practices
    In addition to franchise-specific regulation, we provide advertising and marketing practices review and counseling, including compliance with laws governing unfair and deceptive sales and trade practices, comparative advertising and promotional programs.
  • Encroachment
    Management of encroachment, channel of distribution and implied covenant of good faith and fair dealing issues generally.
  • Contracts and Common Law
    Integrated with the above disciplines, insight into the contractual and common law issues impacting ongoing management of vertical programs.
  • Intellectual Property
    In supporting our clients' business expansion and branding initiatives, our patent and trademark lawyers not only maintain our clients' domestic and international trademark and patent portfolios, they also advise on general marketing practices and advertising issues and enforce our clients' rights to be free of intellectual property infringement.
  • Financing Capabilities and System Support
    Our attorneys also offer significant experience in financing of franchisors and vertical distribution programs, structuring and implementing manufacturer- and franchisor- sponsored or arranged financing programs for the vertical network, and financing for special industry structures, including floor planning. We have also developed and assisted the implementation of targeted franchisee and dealer support and redevelopment programs.
  • Program Redevelopment
    No vertical distribution program is static. Each changes in response to market and competitive conditions. Our attorneys bring their collective experience to the process of restructuring and adapting relationships to balance business objectives with the risk of legal challenge.
  • Termination, Non-Renewal and System Change Counseling
    Whether on an individual, class or systemwide basis, we regularly advise our clients on compliance with the franchise, fair dealership, special industry, sales representative and other laws restricting the right to terminate, not renew, change competitive circumstances of or otherwise maintain and change a vertical distribution relationship. We also regularly advise our clients on the ability of a franchisor or seller to impose system changes on its vertical distribution system and/or make market withdrawals.
  • Mergers and Acquisitions, Private Equity and Venture Capital
    Ororus Advisors represents clients in transactions involving franchisors, franchisees and/or vertical distribution systems, including:
    • Acquisition and divestiture of publicly held and private companies, whether the transaction takes the form of an asset or stock purchase or sale, merger, joint venture or other business combination
    • Acquisition of competitors and synergetic programs, as well as acquisition of franchisees, dealers and distributors
    • Assessment of merger or acquisition opportunities
    • Private equity and venture capital investments
    • Offerings of debt or equity, initial or secondary, representing both issuers and underwriters
  • Cross Border Practice Capabilities
    Our client base, like our Franchise and Distribution Law practice, is extremely diverse. Ororus Advisors represents clients with business interests and vertical distribution networks spanning the region and abroad. Our clients range from established companies to startup entrepreneurs; from large companies to family-owned businesses; from institutional investors to private clients.
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