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Parent Disclosure: Why Is Everybody Always Picking on Me?
If there's one group that may be unhappy about the Federal Trade Commission (FTC) Staff Report's proposed revisions to the FTC Franchise Rule, it's got to be the parents of franchisors (or maybe franchisors who have parents). The FTC really zapped it to parents, increasing the franchisor's disclosure burden with respect to its parent.
The current UFOC Guidelines do not define “parent,” although the Item 21 Instructions say that a company owning 80% or more of a franchisor may be required to include its financial statements. The FTC Staff Report recommends adding a definition of parent: “an entity that controls the franchisor directly, or indirectly through one or more subsidiaries.” (Proposed Section 436.2(m).) This definition is broad and at first blush seems appropriate, until we understand the impact the definition will have on franchisors and their parents. This definition affects Items 1, 3, 4 and 21. While the FTC Franchise Rule currently requires disclosure of certain information about the parent, most franchisors comply with the UFOC Guidelines, which do not directly reference the parent. Let's review the impact of the FTC Staff Report.
Item 1 of the UFOC Guidelines currently requires information only on predecessors and affiliates of the franchisor. “Affiliate” is a person, other than a natural person, controlled by, controlling or under common control with the franchisor, which is offering franchises in any line of business or is providing products or services to the franchisees of the franchisor. The FTC Staff Report would expand the Item 1 disclosure to include the name and business address of parents. (Proposed Section 436.5(a)(1).) For most franchisors, this subtle change will probably not make much difference because the parents are usually disclosed by most franchisors anyway and have to be if they are offering other franchises or providing products or services to the franchisees. However, because of the proposed definition of “parent,” even intermediate holding companies would have to be disclosed.
Major Differences In UK, U.S. Copyright Laws
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
The Article 8 Opt In
The Article 8 opt-in election adds an additional layer of complexity to the already labyrinthine rules governing perfection of security interests under the UCC. A lender that is unaware of the nuances created by the opt in (may find its security interest vulnerable to being primed by another party that has taken steps to perfect in a superior manner under the circumstances.
Strategy vs. Tactics: Two Sides of a Difficult Coin
With each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.
The Stranger to the Deed Rule
In 1987, a unanimous Court of Appeals reaffirmed the vitality of the "stranger to the deed" rule, which holds that if a grantor executes a deed to a grantee purporting to create an easement in a third party, the easement is invalid. Daniello v. Wagner, decided by the Second Department on November 29th, makes it clear that not all grantors (or their lawyers) have received the Court of Appeals' message, suggesting that the rule needs re-examination.
Legal Possession: What Does It Mean?
Possession of real property is a matter of physical fact. Having the right or legal entitlement to possession is not "possession," possession is "the fact of having or holding property in one's power." That power means having physical dominion and control over the property.