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Drafting the Right Franchise Agreement
Drafting the right franchise agreement for your client starts with the development of a franchise plan that establishes the framework of the franchise system. Too often, clients look to franchise counsel solely to advise them with respect to disclosure obligations, state and federal compliance requirements, and preparation of agreements. However, the success of the entire system starts with the development of a well-thought-out franchise plan. The client's considerations should include the following, among others:
1. The characteristics of the model franchisee. This is one of the most crucial elements of a successful franchise system. Considerations include what will be the franchisee's liquid net worth requirements, level of experience in the type of business being franchised, and its capacity to grow beyond a single unit. Franchising to unsophisticated or financially weak franchisees has the potential to lead to closed units, which must then be disclosed in the Franchise Disclosure Document (“FDD”). Reports of closed units will be a cautionary signal to the more-established franchise prospects. Furthermore, developing a corporate infrastructure based on projected store openings contracted for in multi-unit development agreements that subsequently fail to materialize has the potential to cripple a franchisor's operations.
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.
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.
Beach Boys Songs Written Decades Ago Triggered Current Quarrel With Lawyers
There's current litigation in the ongoing Beach Boys litigation saga. A lawsuit filed in 2019 against Nevada residents Mike Love and his wife Jacquelyne in the U.S. District Court for the District of Nevada that alleges inaccurate payment by the Loves under the retainer agreement and seeks $84.5 million in damages.
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.
Transfer Tax Implications on Real Property Leases
The real property transfer tax does not apply to all leases, and understanding the tax rules of the applicable jurisdiction can allow parties to plan ahead to avoid unnecessary tax liability.