Integration Clauses and the Proposed FTC Rule Revision
The Staff Report on proposed changes to the Federal Trade Commission (FTC) Franchise Trade Regulation Rule (the "Rule") contains proposed amendments regarding the use of integration clauses in franchise agreements. The amendments are found in the additional prohibitions section, at Part 436.9 of the Rule, although other provisions of the Rule also are applicable including Part 436.1(f).
Franchisees' Perspective: Leveling the Playing Field
In 1992 when a group a franchisee leaders sat down with me in Washington, DC to discuss the formation of a national trade association to represent their interests — which became the American Franchisee Association (AFA) — the group intended nothing less than to put pressure on the current public policy framework to make things better for franchisees. Included in this framework was the Federal Trade Commission's (FTC) trade regulation rule titled, "Disclosure Requirements and Prohibitions Concerning Franchising and Business Opportunity Ventures" (16 CFR Part 436) ("Franchise Rule" or "Rule"). Since that meeting in 1992, the AFA has been the catalyst for ensuring that certain franchisors do not use their enormous contractual discretion with the intent to subjugate or take advantage of their franchisees.
Franchisors' Perspective: Many Attractive Proposals
Franchisors should find compellingly attractive the changes to the federal disclosure paradigm that will transpire if the Federal Trade Commission's (FTC) Franchise Rule is revised as suggested in the Commission's Staff Report of Aug. 25, 2004.
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.
Franchisee Associations See Item 20 Disclosure Plan as One Step Forward, Two Steps Back
The Federal Trade Commission's (FTC) long-awaited Staff Report recommends the retention of an important advancement for the benefit of prospective franchisees: the mandated disclosure of trademark-specific franchisee associations in Item 20. Many franchisee advocates viewed this provision in the October 1999 Notice of Proposed Rulemaking (NPR) as a laudable recognition of the legitimate and constructive role that franchisee associations can and do play in our industry, including as an unfiltered source of information for prospective franchisees.
Countdown Begins for the Revised FTC Franchise Rule and UFOC
On Aug. 25, 2004, the Federal Trade Commission (FTC) released its long-anticipated report on its proposed changes to the FTC Rule on Franchising and Business Opportunity Ventures (FTC Rule). When the new FTC Rule comes into effect, franchisors will have to make significant changes to their existing disclosure documents and follow new rules for how and when they are delivered to prospective franchisees. There are also new exemptions for large transactions and large franchisees, and the FTC Rule will not apply to international franchise locations.
SEC's New Disclosure Rules
On March 16, 2004, the Securities and Exchange Commission issued final rules amending Form 8-K to increase significantly the number of events that trigger the requirement to file and shorten the deadline for filing. The new rules became effective on Aug. 23, 2004 and significantly expand the filing and disclosure requirements applicable to public companies with respect to mergers and acquisitions and other material transactions. The rules are another in a long series of measures adopted by the SEC pursuant to the Sarbanes-Oxley Act of 2002 and are intended to improve the dissemination of information regarding public companies to investors in a timely manner.
Problems Proving Infringement of Method Claims When Multiple Actors Involved
How many actors does it take to infringe a patent? At least in the case of a U.S. patent, the answer is "One — and only one." This question is more than just a not especially amusing riddle. Rather, it calls attention to an issue that is likely to assume much greater importance in coming years: the need, as a prerequisite to showing infringement of a U.S. patent, to identify a single legal "actor" to whom each and every of the infringing elements of an accused system or process may be attributed.
