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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 DOJ's New Parameters for Evaluating Corporate Compliance Programs
The parameters set forth in the DOJ's memorandum have implications not only for the government's evaluation of compliance programs in the context of criminal charging decisions, but also for how defense counsel structure their conference-room advocacy seeking declinations or lesser sanctions in both criminal and civil investigations.
The DOJ's Corporate Enforcement Policy: One Year Later
The DOJ's Criminal Division issued three declinations since the issuance of the revised CEP a year ago. Review of these cases gives insight into DOJ's implementation of the new policy in practice.
Use of Deferred Prosecution Agreements In White Collar Investigations
This article discusses the practical and policy reasons for the use of DPAs and NPAs in white-collar criminal investigations, and considers the NDAA's new reporting provision and its relationship with other efforts to enhance transparency in DOJ decision-making.
Bankruptcy Sales: Finding a Diamond In the Rough
There is no efficient market for the sale of bankruptcy assets. Inefficient markets yield a transactional drag, potentially dampening the ability of debtors and trustees to maximize value for creditors. This article identifies ways in which investors may more easily discover bankruptcy asset sales.
A Lawyer's System for Active Reading
Active reading comprises many daily tasks lawyers engage in, including highlighting, annotating, note taking, comparing and searching texts. It demands more than flipping or turning pages.