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 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.
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.
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.
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.
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.