Training Ground Real-world applications and solutions Practical how-to information
Training Ground Real-world applications and solutions Practical how-to information For more information, call us at 202/628-8000 or visit www.franchise.org/legalsymposium.aspx. Training Ground Real-world applications and solutions Practical how-to information , Dear Colleagues: The 46th Annual IFA Legal Symposium will be held on May 5-7, 2013, at the JW Marriott in Washington, D.C. This year’s program was designed with you in mind. A task force of your peers gave careful consideration to all of the comments received from last year’s attendees through IFA’s postSymposium survey, follow-up calls and emails. Those comments confirmed that you expect the Legal Symposium to deliver tangible value commensurate with well- prepared, substantive and advanced level thinking on real world legal and business issues that only IFA‘s experienced legal and business Joyce Mazero community can provide. Your comments confirmed that you want to be engaged, pushed to be creative about solutions and take home ideas that will stimulate your practice and benefit your clients. And that is exactly what we have for you. Our mission for the Legal Symposium is as follows and has guided every decision we made in designing this program for you: The Legal Symposium’s focus is on the practical application of the law to the real problems our clients encounter—the “how-to” approach for navigating today’s challenging legal and business environment. It serves as a training ground for legal counsel and business executives who want to discuss and debate issues important to franchising and provides practical tools for meeting those challenges in a “best practices” environment. We know your time and resources are limited and you must carefully make choices about the events you attend. Please take a moment to review the Legal Symposium line-up of speakers and session topics. You will see that this year the Legal Symposium takes on the inescapable issues of a franchising environment challenged by the uncertainty of the economy, impact of recently effective regulation and the evolving proverbial “boiling pot” of political change that will, no doubt, noticeably affect our clients’ businesses this year and beyond. Topics include drafting and negotiating terms of the commercially relevant franchise relationship, implementing franchise system facelifts, protecting customer data, structuring regulated promotional campaigns, SBA financing process realities, negotiating settlements, due diligence and risk assessment in private equity transactions, international expansion in high demand markets, international post-closing compliance, assessing vicarious liability risks, managing financial risk and negotiation of creditor agreements, advanced discussion on financial performance representations, managing under-performing franchisees, making the case for franchise advisory councils, permissible changes upon renewal and understanding the legal short-hand of laws applicable to international and public transactions. And of course, outstanding basics programs on franchise administration, franchise relationships, international franchising, franchise disclosure and registration and franchise litigation are offered. We believe this is a compelling educational opportunity and urge you to register and attend. I, and the entire symposium task force, look forward to welcoming you to the nation’s capital this May. Sincerely, Joyce Mazero Partner, Haynes & Boone Chair, 2013 IFA Legal Symposium Task Force 2 2013 IFA Legal Symposium SPONSORS Thank You We express our since thanks to the following IFA members for their support of this year’s Legal Symposium program: TO OUR 2013 LEGAL SYMPOSIUM TASK FORCE Chairman: Joyce Mazero Partner Haynes and Boone, LLP Vice Chair: Amy Cheng Partner Cheng Cohen LLC Task Force Members: Kerry Bundy,CFE Partner Faegre Baker Daniels LLP Jeff Burchfield Asst. General Counsel Curves International, Inc. Lane Fisher,CFE Partner FisherZucker LLC Schedule of Events Nancy Gourley Vice President-Franchise Legal La Quinta Inns & Suites SUNDAY, MAY 5 Jamila Granger Senior Counsel & Asst. Secretary Krispy Kreme Doughnut Corporation 3:00 pm – 7:00 pm Registration Desk Open 3:30 pm – 4:45 pm Legal Legislative Committee Ann Hurwitz,CFE Partner Baker Botts LLP 4:45 pm – 6:00 pm Corporate Counsel Cynthia Klaus Attorney Larkin Hoffman Daly & Lindgren 5:30 pm – 7:00 pm Welcome Reception Edward Levitt,CFE Partner Aird & Berlis LLP 7:15 pm Moderator & Speaker Event (By-Invitation-Only) Leonard MacPhee Partner Perkins Coie LLP Dominic Mochrie Partner Osler, Hoskin & Harcourt LLP Maureen O’Brien Special Counsel Wiley Rein LLP Jonathan Perlman Shareholder Genovese Joblove & Battista Breton Permesly Attorney Kaufmann Gildin Robbins & Oppenheim Robert Salkowski Partner Zarco, Einhorn, Salkowski & Brito, P.A. Karen Satterlee,CFE VP & Senior Counsel Hilton Worldwide Andra Terrell Assistant Attorney Luxottica Group Craig Tractenberg Partner Nixon Peabody Brenda Trickey VP & Senior Franchise Counsel Popeyes Louisiana Kitchen Larry Weinberg,CFE Partner Cassels Brock & Blackwell Gerald Wells,CFE Partner DLA Piper LLP (US) Donald Wray International Counsel Little Caesar Enterprises, Inc. Robert Zisk Principal Gray Plant Mooty Eric Newman EVP Development & General Counsel Bojangles’ Restaurants, Inc. 2013 IFA Legal Symposium 3 MONDAY, MAY 6 8:00 am – 6:00 pm Registration Desk Open 8:00 am – 8:30 am Continental Breakfast 8:30 am – 10:15 am Opening General Session Welcome: Stephen J. Caldeira, CFE, President & CEO, International Franchise Association Keynote Presentation: Finding the Right Balance in Franchise Agreements Franchisors and franchisees have a mutual interest in protecting the brand, providing value to their customers, and getting a return on their investment. Franchise agreements provide the legal framework that defines the responsibilities and obligations of both the franchisor and the franchisee to each other and to the whole system. This session will present different perspectives on some of the key issues in franchise agreements. Franchisors must preserve rights in franchise agreements that give them the ability to grow and improve their system over the course of a 10-20 year franchise relationship. On the other hand, terms that preserve a franchisee’s equity opportunity can attract high quality prospects and give franchisors a competitive advantage. Issues concerning renewal, transfer of ownership, territory and encroachment, and retroactivity clauses in franchise agreements will be discussed. Better education and communication between franchisors and franchisees about these issues and others at the outset and throughout their relationship can avoid misunderstandings and conflicts down the road. These are complex issues in which there is no “one way” but there may be “better ways” for franchisors and franchisees to look for the balance that fits their particular business model and goals. Moderator: Joel Buckberg, Counsel, Baker, Donelson, Bearman, Caldwell & Berkowitz, PC Speakers: Kenneth D. Walker, CFE, IFA Past Chairman of the Board Aziz Hashim, President & CEO, NRD Holdings, LLC (Multi-Unit Franchisee of Popeye’s, Checkers/Rally’s Drive In Restaurants, and Domino’s Pizza) & IFA Board Member Joel Buckberg 4 2013 IFA Legal Symposium Kenneth D. Walker AZIZ HASHIM MONDAY, MAY 6 (Cont’d.) 2] Negotiating a Settlement Agreement (includes Ethics) 10:15 am – 10:30 am Refreshment Break 10:30 am – 11:45 am Concurrent Sessions (All concurrent sessions are offered twice with the exception of the Basic Track sessions.) 1] The Franchise Face Lift: Mandatory Changes to the System • Whether and how to implement changes to the system in-term through the Operations Manual or upon renewal. • Identifying the contractual rights permitting system changes and reserving such rights into the future. • Obtaining “buy-in” from the system and making the business case for change. • Navigating state relationship laws and addressing contractual claim and the covenant of good faith and fair dealing. • Dealing with franchisee associations. Moderator: F. Joseph Dunn, Partner, Fisher Zucker LLC Speakers: Gary Robins, Franchisee, SuperCuts Charlie Chase, President & CEO, FirstService Brands Al Reingold, Director, Brand Management— Holiday Inn Brands, InterContinental Hotels Group • Ethics: This session will explore a host of ethical issues that arise in the context of settlement negotiations, including some that may surprise even the most seasoned negotiators. • The session will also address various strategic considerations in negotiating settlement agreements, including: • Settlements in the context of an ongoing franchise relationship vs. settlements that involve the franchisee leaving the system. • The most critical provisions to include in settlement agreements. • The timing and effect of settlement negotiations when litigation is contemplated or has been initiated. 4] Advanced FPRs: Writing, Using, Attacking and Defending Financial Performance Representations • Creativity and landmines in crafting an Item 19 claim. • What does “substantiation” mean and how do you comply with a request? • Supplemental FPRs – when do you use them and how do you prepare them? • Do’s and don’ts of using FPRs in marketing. • Litigating “positive” and “negative” Item 19s – typical claims, franchisor defenses, discovery issues, and evidence. Moderator: Dave Koch, Partner, Plave Koch PLC Speakers: Jim Susag, Partner, Larkin Hoffman Daly & Lindgren Moderator: Robert Zisk, Principal, Gray Plant Mooty Peter Lagarias, Attorney Lagarias & Boulter, LLP Speakers: Norman Leon, Partner, DLA Piper LLP (US) Fredric Cohen, Partner, Cheng Cohen LLC Stuart Hershman, Partner, DLA Piper LLC (US) 5] A Seat at the Table – The Case for Franchisee Advisory Councils 3] That’s My List! Who Owns Customer Data in Franchise Systems? • Overview: How the franchising business model presents unique challenges and opportunities in relation to customer data. • Security and Protection: Who bears the burden of overseeing security and protection of customer data as between the franchisor and franchisee? Who are the other interested parties? Who does what in the event of a data breach? • Compliance: Should the franchisor oversee the franchisees’ handling of customer data? • Information Technology: Should franchisors negotiate IT agreements on behalf of franchisees? Provide IT support? • Contractual Issues: Strategies when the franchise agreement is silent on the issue of ownership. Moderator: • Why create an FAC? • Best practices in structuring and managing an FAC. • Can an FAC and a franchisee association co-exist? • Potential pitfalls with an FAC. • The value of an FAC for system management and change. Moderator: Robert Salkowski, Partner, Zarco, Einhorn, Salkowski & Brito, P.A. Speakers: Srini Kumar, General Manager and Senior VP, Pearle Vision, a division of Luxottica Roger Quinland, Partner, Gordon & Rees LLP Jennifer Wade, Franchisee, Moe’s Southwest Grill, Moe’s Franchisee Advisory Council President Kathleen Gilmartin, President & CEO, Interim Healthcare, Inc. Speakers: Lee Plave, CFE, Partner Plave Koch PLC Andraya Frith, Partner, Osler, Hoskin & Harcourt LLP Noah Pollack, EVP & General Counsel, Driven Brands, Inc. 2013 IFA Legal Symposium 5 MONDAY, MAY 6 (Cont’d.) 6] Advanced Discussion on Drafting and Negotiation: Are Franchise Agreements Commercially Relevant or Lost in Another Decade? • Do franchisors need the perceived safety of the “Kitchen Sink” drafting approach? Is this just the habitual drafting approach of the legal community or are there valid legal and business reasons for imposing the commonly found, unilateral agreement restrictions on the relationship? • Should agreements more clearly reflect the characteristics, needs and risk associated with different types of relationships e.g. Private equity, multi-unit developers and experienced operators versus start-up and inexperienced franchisees? Should agreements more clearly reflect the venues being developed e.g. non-traditional sites? • Can a franchisor realistically refuse to negotiate with sophisticated, experienced prospects? Should negotiations include negotiating provisions that do not practically apply to the franchisee or the venue? Is an amendment to the standard form of agreement the most productive method for dealing with it? Is starting off negotiations with a form of agreement that is modified for the type of prospect or venue involved an advantage or a disadvantage? Should there be separate offerings if a deal is not exempt? • What are the agreement provisions that are indispensable to the franchisor in any franchise relationship? Which are not? What are the agreement provisions that the prospect commonly requests to be modified? What are the agreement provisions commonly modified by franchisors during negotiations? What are the provisions that can realistically be removed when negotiating a deal with a sophisticated, experienced prospect? Moderator: Karen Satterlee, CFE, VP & Senior Counsel, Hilton Worldwide Speakers: Ann Hurwitz, CFE, Partner, Baker Botts LLP Mark Friedman, Sr. VP & General Counsel, Pinkberry 7] Basics Track: Disclosure • Federal and state disclosure basics. • Federal exemptions from disclosure requirements. • Disclosure timing requirements and triggers. • Updating the Franchise Disclosure Document under the FTC Rule. • Items 1-23 of the Franchise Disclosure Document. • Federal penalties for non-compliance. Speakers: Felicia Soler, Associate, Kaufmann Gildin Robbins & Oppenheim Timothy O’Brien, Chief Examiner, VA Division of Securities and Retail Franchising Lauren Fernandez Staley, Vice President – Legal, FOCUS Brands, Inc. 12:00 pm – 1:30 pm Networking Luncheon & IFA Government Relations Update Enjoy this time to get to know other Legal Symposium attendees. IFA’s Government Relations & Public Policy team lead by Judith Thorman, SVP, Government Relations & Public Policy, will join us to provide an up-to-theminute account of legislative and regulatory issues affecting franchising on both the federal and state levels. 1:45 pm – 3:00 pm Concurrent Sessions 1] Understanding Compliance-Related Acronyms and Designing a Compliance Program • Franchisors (even those that do not franchise outside the US) are subject to compliance requirements under a variety of anti-corruption, anti-terrorism, and anti-money laundering laws and regulations. Non-compliance can subject companies and their officers to significant civil and/or criminal penalties. • All companies whose financials are audited according to GAAP (as required for FDD use) need to be concerned about appropriate accounting controls to assure compliance with these laws and public companies must also comply with Sarbanes-Oxley requirements. • US franchisors are prohibited from doing business with countries covered by embargoes imposed by the US government or with persons such as those listed on the US Department of the Treasury’s Office of Foreign Assets Control (OFAC) List of Specially Designated Nationals and Other Blocked Persons (including terrorists and narcotics traffickers) and are also prohibited from engaging in other corrupt practices, including those covered by the Foreign Corrupt Practices Act and similar laws, or money laundering. • These requirements impact franchisors in granting of franchises (due diligence on franchisees, language for contracts), ongoing relationships with franchisees (including training), vendor selection (including preferred vendor programs), and hiring and training their own employees. • Franchise systems operating only in the US may require one level of compliance procedure, while those operating in multiple countries may require a multi-tiered compliance effort. • This program will give practical guidance for designing and implementing a basic compliance program and will identify resources available to franchisors. Moderator: Nancy Gourley, VP – Franchise Legal, La Quinta Inns & Suites Speakers: Jeffrey Jones, Partner, Jones Day Donald Wray, International Counsel, Little Caesars Enterprises, Inc. Virginia Adams, Senior Manager, Fraud Investigation & Dispute Services, Ernst & Young 6 2013 IFA Legal Symposium MONDAY, MAY 6 (Cont’d.) 2] 3] • Basic rules for running any contest or sweepstakes. • Common issues when attempting to run a contest or sweepstakes through social media platforms or through a web site. • Common issues that arise when conducting an international contest or sweepstakes. • The acquisition of rights and the use of usergenerated content obtained in connection with a contest. • The impact of gift card laws and regulations on contests, sweepstakes and other promotional campaigns. • Social buying web sites (e.g., Living Social and Groupon): Promotional value vs. paid value. The Key Business and Legal Issues Related to Franchise Expansion in Today’s Hot International Markets • Identifying those countries or regions outside the U.S. that today provide the best opportunity for franchise expansion, and why (including such markets as Brazil, India, Russia, South Africa, the Middle East, Latin America and Pacific Rim). • What is the current business climate in these markets? • What type of franchising is best for, and most common, in these markets? • What are the key business terms and legal issues that a franchisor needs to deal with in these countries? • If our panellists had to expand to those countries again, what do they know now they wished they knew then? Moderator: Moderator: Larry Weinberg, CFE, Partner, Cassels Brock & It’s Not All Fun and Games: Properly Implementing Contests, Sweepstakes, and Other Promotional Campaigns Andra Terrell, Assistant Attorney, Luxottica Group Speakers: Tywanda Harris Lord, Partner, Kilpatrick Townsend & Stockton LLP Dominic Mochrie, Partner, Osler Hoskin & Harcourt LLP Kelley O’Brien, Interactive Media Manager, Krispy Kreme Doughnut Corporation Blackwell Speakers: Matt Brokl, Vice President, International Business Development, Buffalo Wild Wings Kendal Tyre, Partner, Nixon Peabody Scarlet May, SVP, Chief Legal Officer and Secretary, Ruby Tuesday, Inc. 4] Preemptive Strikes to Minimize Franchise Failures At some point, every franchisor learns the effect of franchisee financial failures and reorganizations on their system. This program teaches how to manage the risk by advance planning and negotiated creditor agreements. We will address: • Effects and results of bankruptcy cases without creditor agreements in place. • Negotiation of intercreditor agreements at the inception of the lender relationship. • When should the franchisor negotiate a remarketing agreement. • Special terms for credit enhancement and program lending arrangements. • Waterfall agreements and how to obtain a consensus to liquidate. Moderator: Paul Battista, Partner, Genovese Joblove & 5] Alternatives to Default: Managing Underperforming Franchisees • Disciplined processes for determining why a franchisee is underperforming. • Resources franchisors may deploy to assist underperforming franchisees. • Determining preferred, acceptable, and unacceptable outcomes. • Actions plans, workout plans and exit plans. • Obtaining buy-in from necessary constituencies. Moderator: Barry Blum, Partner, Genovese Joblove and Battista Speakers: David Leonardo, CFE, Chief Development Officer, Wild Wing Café Will Jameson, Vice President & General Counsel, Cottman Transmissions, Inc. Bob Zarco, Attorney, Zarco, Eihhorn, Salkowski & Brito, P.A. 6] You Want Me to Sign What? Permissible Changes to the Franchise Agreement Upon Renewal • Do state statutes or common law limit the franchisor’s right to make changes? • Should the franchisor “negotiate” changes with franchisees? • What happens if there is widespread franchisee resistance or refusal to accept a change? • Can renewal be conditioned on the franchisee’s acceptance of fundamental changes to the business model or system? • What kinds of incentives can franchisors offer to encourage acceptance of changes to the franchise agreement? Moderator: Jeffrey Karlin, Principal, Gray Plant Mooty Speakers: Brian Balconi, Vice President & General Counsel, Little Caesar Enterprises, Inc. Arthur Anastos, Vice President and Managing Counsel, Dunkin’Brands, Inc. Cheryl Bisbee, Assistant General Counsel, H & R Block, Inc. Ron Gardner, Managing Partner & Franchise Attorney, Dady & Garner, P.A. Battista Speakers: Sharyn Zuch, Counsel, Wiggin and Dana LLP Robin Phelan, Partner, Haynes and Boone, LLP 2013 IFA Legal Symposium 7 MONDAY, MAY 6 (Cont’d.) 7] Basics Track: Registration • State franchise registration requirements. • State addenda. • Exemptions from registration. • Timing of amendments/renewal filings. • Frequently arising comments from examiners. • Remedies and penalties for non-compliance. Moderator: Amy Cheng, Partner, Cheng Cohen LLC Speakers: Dale Cantone, Assistant Attorney General, Maryland Attorney General’s Office Theresa Leets, Senior Corporations Counsel, California Department of Corporations Beata Krakus, Associate, Greensfelder, Hemker & Gale P.C. 3:00 pm – 3:30 pm Refreshment Break 3:30 pm – 4:45 pm Concurrent Sessions 1] Attracting Private Equity—What Prompts Private Equity Interest in Acquiring Your Network? • It is a simple truth: the largest acquisitions of franchisors and their networks in the 21st century have been accomplished by private equity groups, up to and including the Blackstone Group’s $25 billion acquisition of Hilton Worldwide, Inc. • So it is that private equity may prove compelling to franchisors which have hit their financial and managerial ceilings or which merely seek a lucrative exit strategy. • What does private equity look for in a franchisor? • How can you attract private equity attention? 8 2013 IFA Legal Symposium 3] The Continual Threat of Vicarious Liability: Analyzing and Managing Risk And how can you know if a private equity group will maximize a franchisor’s potential or doom it? This session will answer these questions and identify the what private equity investors are looking for in a franchisor, what a franchisor must do to prepare for private equity scrutiny and the tell-tale signs of a potentially harmonious relationship or a deal likely to fail hard. • Analysis of recent trends in franchisor vicarious liability cases. • Exploration of ways to minimize the risk of being sued. • Discussion of practical considerations in defending the claims. Moderator: Moderator: David Kaufmann, Senior Partner, Kaufmann Kerry Bundy, CFE, Partner, Faegre Baker Gildin Robbins & Oppenheim Daniels LLP Speakers: Speakers: Tom Donaldson, Partner, McGuire Woods Stephen D. Aronson, General Counsel, Roark Shelly O’Callaghan, Executive Vice President Capital Group 2] After the Agreements are Signed: Post-Closing Legal and Business Matters in International Franchise Transactions • How franchisors and master franchisees can work together to make required post-closing filings, establish the business locally and define their ongoing relationship. • Examination of various post-closing filings and approvals, including filing of the executed franchise agreement (or a short-form version), applications to local revenue authorities for favorable withholding rates pursuant to applicable tax treaties, local approvals for the master franchisee to remit U.S. currency to the franchisor, and visa applications for in-country trainers. • Review of the complexities associated with localizing the system, including processes for adapting the manuals, menus and marketing materials to the local market, supply chain issues and procedures for sub-franchisee qualification and site and design approvals. • How the parties can shape their ongoing relationship by establishing clear reporting systems and periodic marketing review and business planning meetings. Moderator: Jeffrey Brimer, CFE, Attorney, Faegre Baker Daniels LLP Speakers: Thibault de Chatellus, Senior Vice President, Jamba Juice Company Mark Forseth, VP & Asst. General Counsel, Marriott International Kevin Maher, Attorney, Baker McKenzie and General Counsel, International Dairy Queen John Holland, Partner, Dady & Gardner, P.A. Jim Bettner, Risk Manager, Luxottica Group 4] Understanding and Utilizing the SBA Financing Process • Overview of SBA programs. • SBA financing eligibility criteria. • Listing your brand on the franchise registry. • SBA eligibility review. • Creating a bank credit report. • Disclosure issues • IFA’s SBA Task Force activities. Moderator: Kimberly Sikora Panza, Associate, Wiley Rein LLP Speakers: Stephen Olear, Senior Franchise Counsel, Small Business Administration Edith Wiseman, CFE, VP of Client Solutions, FRANdata David Hoppenworth, SVP, SBA Division Senior Credit Officer, TD Bank 5] That’s My List! Who Owns Customer Data in Franchise Systems? See initial listing for description on page 5. Moderator: Kathleen Gilmartin, President & CEO, Interim Healthcare, Inc. Speakers: Lee Plave, CFE, Partner Plave Koch PLC Andraya Frith, Partner, Osler, Hoskin & Harcourt LLP Noah Pollack, EVP & General Counsel, Driven Brands, Inc. TUESDAY, MAY 7 8:00 am – 3:30 pm Registration Desk Open 8:00 am – 8:30 am Continental Breakfast 8:30 am – 10:00 am General Session: Judicial Update 6] A Seat at the Table – The Case for Franchisee Advisory Councils Welcome: Joyce Mazero, Partner, Haynes 5:00 pm – 6:30 pm Networking Reception & Boone LLP and 2013 Legal Symposium Task Force Chairman See initial listing for description on page 5. Moderator: Robert Salkowski, Partner, Zarco, Einhorn, Salkowski & Brito, P.A. Speakers: Srini Kumar, General Manager and Senior VP, Pearle Vision, a division of Luxottica Roger Quinland, Partner, Gordon & Rees LLP Jennifer Wade, Franchisee, Moe’s Southwest Grill, Moe’s Franchisee Advisory Council President 7] Share best practices and review lessons learned from sessions attended on the first day of the 46th Annual Legal Symposium when you join your franchise business and legal peers at our annual networking reception. This is a great opportunity to network and make new contacts. Judicial Update: Rather than just summarize recent cases, we will identify key franchise legal trends that are impacting the franchise community and examine what the most important cases mean for the future of franchising’s legal and businesses operations. Expert speakers will cover trends in the franchise relationship, compliance, dispute resolution, registration, disclosure, antitrust, professional responsibility and other important issues. 6:45 pm Newcomers’ & First Time Attendees’ Dinner SPONSORED BY: Basics Track: Best Practices in Franchise Administration • Creating a business plan for effective FDD registration. • How to establish methodology for efficient contract processing. • Strategies for resolving franchise disputes in-house. • Budgeting: the in’s and out’s of accruals and planning. • Effective management of outside counsel. • What they didn’t tell you about running a franchise legal department. • Gaining efficiencies through technological solutions. Moderator: Michael Levitz, Associate General Counsel, The Haagen-Dazs Shoppe Company, Inc. and Legal Counsel, Nestle Dryer’s Ice Cream Company & Nestle DSD Company Speakers: Speakers: Bobbi Howell, Partner, Foley & Lardner Gregg Rubenstein, Partner, Nixon Peabody Newcomers* and First-Time Attendees are invited to participate in our Newcomers & First-Time Attendees’ Dinner being held around the corner from the JW Marriott at Chef Geoff’s, a fun fine-dining establishment that is always at the top of Washington’s best restaurants list. Take advantage of the opportunity to network further with other professionals in the franchise legal community over drinks and good food. Share similar experiences and gather advice on being successful in your franchise law practice while building relationships that will last long beyond the dates of the Legal Symposium. The cost of the dinner is an additional $100. Please check the box on our registration form to be included in this event. Meredith Flynn, VP of Financial Services & Franchise Compliance, Allegra Network LLC John Richardson, Senior Counsel - Franchise Practice Group, McDonald’s Corporation *Newcomers are defined as young associates, paralegals, those under 35 years of age and/or have been practicing franchise law for less than 5 years. 10:00 am – 10:15 am Refreshment Break 10:15 am – 11:30 am Concurrent Sessions 1] Attracting Private Equity—What Prompts Private Equity Interest in Acquiring Your Network? See initial listing for description on page 8. Moderator: David Kaufmann, Senior Partner, Kaufmann Gildin Robbins & Oppenheim Speakers: Tom Donaldson, Partner, McGuire Woods Stephen D. Aronson, General Counsel, Roark Capital Group 2013 IFA Legal Symposium 9 TUESDAY, MAY 7 (Cont’d.) 2] After the Agreements are Signed: Post-Closing Legal and Business Matters in International Franchise Transactions 5] Understanding Compliance-Related Acronyms and Designing a Compliance Program See initial listing for description on page 8. See initial listing for description on page 6. Moderator: Moderator: Jeffrey Brimer, CFE, Attorney, Faegre Baker Nancy Gourley, VP – Franchise Legal, Daniels LLP 1:15 pm – 2:30 pm Concurrent Sessions 1] It’s Not All Fun and Games: Properly Implementing Contests, Sweepstakes, and Other Promotional Campaigns See initial listing for description on page 7. La Quinta Inns & Suites Speakers: Speakers: Moderator: Thibault de Chatellus, Senior Vice President, Jeffrey Jones, Partner, Jones Day Donald Wray, International Counsel, Little Andra Terrell, Assistant Attorney, Luxottica Caesars Enterprises, Inc. Virginia Adams, Senior Manager, Fraud Investigation & Dispute Services, Ernst & Young Speakers: Jamba Juice Company Mark Forseth, V.P. & Asst. General Counsel, Marriott International Kevin Maher, Attorney, Baker McKenzie 3] The Continual Threat of Vicarious Liability: Analyzing and Managing Risk See initial listing for description on page 8. Moderator: Kerry Bundy, CFE, Partner, Faegre Baker Daniels LLP Speakers: Shelly O’Callaghan, Executive Vice President and General Counsel, International Dairy Queen John Holland, Partner, Dady & Gardner, P.A. Jim Bettner, Risk Manager, Luxottica Group 4] Understanding and Utilizing the SBA Financing Process See initial listing for description on page 8. 6] Basics Track: Navigating State Relationship Laws • Explore the jurisdictional scope of franchise relationship laws. • Review restrictions relating to differential treatment of franchisees. • Examine state differences relating to franchise termination and non-renewal. • Review state law requirements concerning transfers. • Provide an overview of unique state law requirements. • Discuss penalties for noncompliance with state relationship laws. Moderator: Jonathan Solish, Partner, Bryan Cave, LLP Speakers: Emma Harker, Associate, Haynes and Moderator: Kimberly Sikora-Panza, Associate, Wiley Rein LLP Boone LLP Shelly Weatherbie, Senior Counsel-Franchise, Hilton Worldwide Group Tywanda Harris Lord, Partner, Kilpatrick Townsend & Stockton LLP Dominic Mochrie, Partner, Osler Hoskin & Harcourt LLP Kelley O’Brien, Interactive Media Manager, Krispy Kreme Doughnut Corporation 2] The Key Business and Legal Issues Related to Franchise Expansion in Today’s Hot International Markets See initial listing for description on page 7. Moderator: Larry Weinberg, CFE, Partner, Cassels Brock & Blackwell Speakers: Matt Brokl, Vice President, International Business Development, Buffalo Wild Wings Kendal Tyre, Partner, Nixon Peabody Scarlet May, SVP, Chief Legal Officer and Secretary, Ruby Tuesday, Inc. 3] Preemptive Strikes to Minimize Franchise Failures See initial listing for description on page 7. Speakers: Stephen Olear, Senior Franchise Counsel, Small Business Administration Edith Wiseman, CFE, VP of Client Solutions, FRANdata David Hoppenworth, SVP, SBA Division Senior Credit Officer, TD Bank 10 2013 IFA Legal Symposium 11:45 am – 1:00 pm Boxed Luncheon & Roundtables Our roundtables provide a unique opportunity for you to sit down with your peers and share tips, challenges, solutions and best practices on a wide-range of franchise law and business topics. Moderator: Paul Battista, Partner, Genovese Joblove & Battista Speakers: Sharyn Zuch, Counsel, Wiggin and Dana LLP Robin Phelan, Partner, Haynes and Boone, LLP TUESDAY, MAY 7 (Cont’d.) 4] Alternatives to Default: Managing Underperforming Franchisees See initial listing for description on page 7. Moderator: Barry Blum, Partner, Genovese Joblove and Battista Speakers: David Leonardo, CFE, Chief Development Officer, Wild Wing Café Will Jameson, Vice President & General Counsel, Cottman Transmissions, Inc. Bob Zarco, Attorney, Zarco, Eihhorn, Salkowski & Brito, P.A. 5] You Want Me to Sign What? Permissible Changes to the Franchise Agreement Upon Renewal See initial listing for description on page 7. Moderator: Jeffrey Karlin, Principal, Gray Plant Mooty Speakers: Brian Balconi, Vice President & General Counsel, Little Caesar Enterprises, Inc. Arthur Anastos, Vice President and Managing Counsel, Dunkin’Brands, Inc. Cheryl Bisbee, Assistant General Counsel, H & R Block, Inc. Ron Gardner, Managing Partner & Franchise Attorney, Dady & Garner, P.A. 6] Basics Track: Franchise Litigation This Basics Track session will present frequently litigated franchise issues in the context of a fictional “role play” in which the panel will take the roles of the franchisee, the franchisor’s Senior Vice President, and both franchisor and franchisee counsel. The “role play” will: • Identify common and unique claims, defenses, and remedies arising in franchise litigation. • Illustrate strategic decision-making regarding substantive, procedural, and discovery issues. • Address typical franchisor and franchisee litigation concerns. 4] Advanced Discussion on Drafting and Negotiation: Are Franchise Agreements Commercially Relevant or Lost in Another Decade? 2:30 pm – 2:45 pm Refreshment Break 2:45 pm – 4:00 pm Concurrent Sessions See initial listing for description on page 6. 1] The Franchise Face Lift: Mandatory Changes to the System See initial listing for description on page 5. Moderator: Karen Satterlee, CFE, VP & Senior Counsel, Hilton Worldwide Speakers: Moderator: Ann Hurwitz, CFE, Partner, Baker Botts LLP Mark Friedman, Sr. VP & General Counsel, F. Joseph Dunn, CFE, Partner, Fisher Zucker LLC Speakers: Gary Robins, Franchisee, Supercuts Charlie Chase, President & CEO, FirstService 5] Brands Al Reingold, Director, Brand Management— Holiday Inn Brands, InterContinental Hotels Group 2] Negotiating a Settlement Agreement (includes Ethics) See initial listing for description on page 5. Moderator: Robert Zisk, Principal, Gray Plant Mooty Speakers: Norman Leon, Partner, DLA Piper LLP Fredric Cohen, Partner, Cheng Cohen LLC 3] Advanced FPRs: Writing, Using, Attacking and Defending Financial Performance Representations See initial listing for description on page 5. Moderator: Dave Koch, Partner, Plave Koch PLC Speakers: Jim Susag, Partner, Larkin Hoffman Daly & Pinkberry Basics Track: International Expansion: Where Do I Start? Franchise systems considering international expansion face many challenges. This program aims to address some of these challenges and provide insight into those issues of primary concern. These include: • Selecting the right local partner who shares company values, possesses the requisite experience in the industry and has the necessary capital and reputation. • Conducting the appropriate due diligence in the local market including the competitive environment, macro/micro analytics, political/ security, real estate, banking, tax and repatriation of royalties. • Deciding on the structural model to be used such as master, multi or single unit franchising, area development, joint venture or company owned units. • Conducting legal due diligence and selecting local counsel. This includes identifying red flags such as trademark and regulatory issues, agency laws, pre-sale registration and disclosure legislation. • Being mindful of other issues such as lead times and hidden costs. Moderator: Lindgren Brenda Trickey, VP & Senior Franchise Peter Lagarias, Attorney Lagarias & Counsel, Popeyes Louisiana Kitchen Boulter, LLP Speakers: Stuart Hershman, Partner, DLA Piper LLP (US) Tim Waddell, Director of Business Development, International, Popeyes Louisiana Kitchen Stephane Teasdale, Partner and Chair, Franchise Law Group, Frasner, Milner Casgrain LLP Dean Fournaris, Partner, Wiggin & Dana Moderator: Jess Dance, Associate, Perkins Coie LLP Speakers: Amy Powers, EVP & General Counsel, Fitness Together Holdings, Inc. Richard Rosen, Managing Member, The Richard L. Rosen Law Firm 4:00 pm Legal Symposium Adjournment 2013 IFA Legal Symposium11 Bonus Features Each year our task force strives to enhance the Legal Symposium experience to deliver real-world solutions and top-of-the-line value to all who attend. Take a look below at some of the highlights we think you’ll enjoy at our 46th Annual Legal Symposium. Basics Track Our Basics Track is designed to provide those who are new to franchising, or those simply in need of a refresher course, a solid foundation in the principles of franchise law. A different topic will be offered during each breakout session. The Basics Track is comprised of the following topics: • Disclosure • Registration • Best Practices in Franchise Administration Navigating State Relationship Laws • Franchise Litigation • International Expansion: Where Do I Start? Please refer to the program schedule for further details about each session. International Focus Even in a challenging economic environment, franchising’s reach continues to extend across the globe. We are offering several internationally focused sessions to bring you up to speed on the legal and business issues you need to know about to protect and build your brand worldwide. This year we are proud to feature the following international topics: • The Key Business and Legal Issues Related to Franchise Expansion in Today’s Hot International Markets • After the Agreements are Signed: Post-Closing Legal and Business Matters in International Franchise Transactions • Basics Track: International Expansion: Where Do I Start? Litigators As franchise counsel it is your responsibility to mitigate risk, but sometimes, despite best efforts, disputes arise. Programming of interest to franchise litigators has been developed to ensure that this important class of lawyers understands how to safeguard the brands they represent and answer breaches of conduct swiftly and appropriately. This year we feature the following topics: • Negotiating a Settlement Agreement • The Continual Threat of Vicarious Liability: Analyzing and Managing Risk • Preemptive Strikes to Minimize Franchise Failures Please refer to the program schedule for further details about each session. Please refer to the program schedule for further details about each session. Legal Symposium Newcomers We want to welcome all young associates, paralegals, those under 35 years of age and/or have been practicing franchise law for less than 5 years into the fold by offering a special dinner designed with their particular professional development needs in mind. A Newcomer/First Time Attendee Dinner has been scheduled at Chef Geoff’s (separate fee of $100 is required) Monday evening. While all attorneys will benefit from participating in the general session and workshops offered, the Basics Track has been developed to focus on many of the core issues young attorneys, associates and paralegals need to be well-versed. 12 2013 IFA Legal Symposium 2013 WHO SHOULD ATTEND? IFA’s 46th Annual Legal Symposium was designed by a task force of member volunteers with a particular emphasis on how legal and regulatory issues affect the everyday business operations of the franchise system. The program will provide value and real-world solutions to both business executives and their franchise legal partners. We will focus on the practical use of the law and the how-to’s for navigating today’s business and regulatory environment. This year’s Legal Symposium will be a training ground for what business executives and legal counsel need to know and how to put it into practice. Featuring expert speakers and timely content, our Symposium is a “must attend” event for: •All attorneys interested in franchise law; •In-House counsel; •Franchise CEOs; •Franchise development and sales executives; •Franchise legal and compliance officers; •Paralegals; •Franchise administrators; •Franchisees interested in learning more about the legal and business aspects of franchising; and •All others concerned with franchising’s legal, regulatory and business issues. SOCIAL & NETWORKING EVENTS In addition to premier educational content, one of the most important benefits of participating in the IFA Annual Legal Symposium is the opportunity to build relationships with franchise attorneys and business executives. Several networking events are offered during the course of the program. Take advantage of your time away from the office by joining your colleagues at the following social events where the only thing on the agenda is building your portfolio of contacts in the franchise industry. • Welcome Reception – Sunday evening • Annual Networking Reception – Monday evening • Refreshment Breaks REGISTRATION SCHEDULE Our Registration Desk will open Sunday, May 5 from 3:00 pm – 7:00 pm. Registration re-opens Monday, May 6 from 8:00 am until 6:00 pm and again Tuesday, May 7 beginning at 8:00 am and closing at 3:30 pm. SYMPOSIUM PRE-REGISTRATION Pre-registration for the Legal Symposium closes Wednesday, April 24. If you are not able to meet this deadline please register at our on-site Registration Desk during official Registration hours. On-site registrations will be subject to an additional $50 fee. To register for all programs and events described in this brochure, please submit your completed registration form and payment to: IFA’s 46th Annual Legal Symposium 1501 K Street, NW, Suite 350 Washington, DC 20005 Tel: 202/628-8000 Fax: 202/628-0812 You may also register online by visiting www.franchise.org/legalsymposium.aspx. 2013 IFA Legal Symposium13 WHAT DOES YOUR REGISTRATION FEE INCLUDE? • Entry into all educational sessions; • Extensive course materials; • Welcome Reception Sunday, May 5; • Continental Breakfast Monday, May 6 and Tuesday, May 7; • Refreshment Breaks Monday, May 6 and Tuesday, May 7; • Lunch Monday, May 6 and Tuesday, May 7; and • Networking Reception Monday, May 6. COURSE MATERIALS Course materials will be mailed on a CD-ROM in advance to attendees whose registration is received by April 24. If your registration is not received by this deadline, the CD-ROM will be available to you at our Registration Desk on-site and posted online for Legal Symposium attendees only. CLE CREDITS Your attendance at IFA’s Legal Symposium qualifies your for Continuing Legal Education Credits (CLEs) in most states. Details on how to earn credits will be available on-site at the Registration Desk. HOTEL RESERVATIONS ICFE CREDITS You will earn 300 Education Credits and 100 Participation Credits toward the completion of the Certified Franchise Executive (CFE) accreditation by attending the IFA’s Annual Legal Symposium. IBA/IFA JOINT CONFERENCE Do you want to learn more about the current issues facing the international franchise law community? Extend your stay in Washington to participate in the 29th Annual IBA/IFA Joint Conference, May 7-8 at the JW Marriott. Partnering with the International Bar Association’s Franchising Committee each year ensures we offer a comprehensive program focused on the latest international franchise law issues. Interactive sessions include a “News from Around the World” update during which expert international franchise law professionals provide a roundup of developments in franchising from some of the world’s hottest jurisdictions. Don’t miss the annual IBA/IFA Conference Reception and Dinner at The Occidental Grill which many regard as one of the premier networking events offered all year. By attending the IBA/IFA Joint conference you will also earn additional CLE and CFE credits. There is a separate fee to participate in this program. For more information and to register online visit www.franchise.org and click on IBA/IFA Conference under the Events tab. You may reserve your hotel room at the JW Marriott by visiting https://resweb.passkey.com/go/wasjw2013ifalegal or calling 1-877-212-5752 and indicating you are attending the IFA 2013 Legal Symposium. Our room rate for a standard room is $309 (single or double) and includes internet access in the guest rooms. The deadline for making reservations is April 12 (or when the IFA room block is filled, whichever is first.) Once the room block is sold out, reservations will be accepted on a space and rate availability basis. The JW Marriott is located in downtown Washington at 1331 Pennsylvania Avenue. For more information about the JW Marriott Hotel, visit www. jwmarriottdc.com. , register online TODAY! VISIT: www.franchise.org/legalsymposium.aspx 14 2013 IFA Legal Symposium REGISTRATION FORM 46th Annual Legal Symposium May 5-7, 2013 • JW Marriott • Washington, DC The registration fee includes course instruction and materials, two continental breakfasts, two luncheons, two cocktail receptions and refreshment breaks. Please complete one form per person. Pre-registration closes April 24. For registration after this date, visit our on-site Registration Desk beginning Sunday afternoon. On-site registrations are subject to an additional $50 fee. Full Name_ ________________________________________________________________________________________________________________ Title________________________________________________________________________ Nickname for Badge_____________________________ Company__________________________________________________________________________________________________________________ Address___________________________________________________________________________________________________________________ City_____________________________________________________ State__________Zip Code___________________ Country_________________ Telephone_____________________________Fax______________________________Email_______________________________________________ Check here if you do not wish to receive emails and faxes on Symposium events and issues of interest. Check here if you are a Newcomer or First-Time Attendee. Newcomers are defined as young associates, paralegals, those under 35 years of age and/or have been practicing franchise law for less than 5 years. Hotel Information: You may reserve your hotel room at the JW Marriott online at https:// resweb.passkey.com/go/wasjw2013ifalegal. Or you may call 1-877212-5752 (from the U.S. and Canada) or for international calls, dial 506-474-2009 and indicate you are attending the IFA 2013 Legal Symposium. Our room rate for a standard room is $309 (single or double) and includes internet access in the guest rooms. The deadline for making reservations is April 12 (or when the IFA room block is filled, whichever is first.) Cancellation Policy: Full refunds (minus a $50 administration fee) will be granted for registrations cancelled at least 14 days in advance of the Symposium. A 50% refund (minus a $50 administration fee) will be granted for registrations cancelled 7-14 days in advance. No refunds will be permitted for cancellations less than 7 days in advance or for “no shows.” All requests for cancellations must be made in writing. Substitutions are permitted at any time. Registration Fees Please mark the appropriate box to indicate your participation and fees. Registration fees are per person. IFA Member (This price includes course materials on a CD-ROM.) 1-3 registrants when registering from the same company together............................... $875 4 or more registrants when registering from the same company together...................... $825 Non-Member (This price includes course materials on a CD-ROM.) Individual registrant.............................................................................................. $1,475 Newcomers’ & First-Time Attendees’ Dinner Ticket (Monday night).............................. $100 , Grand Total $ __________________ Payment Method q r f y Check Enclosed Payable to “IFA” (Federal Tax ID #36-6108621) Credit Card: (circle one) Account #______________________________________________Expiration_ _________________________________________________________ Card Member Name_ _________________________________________________ Signature_____________________________________________ Billing Address_ ____________________________________________________________________________________________________________ __________________________________________________________________________________________________________________________ Complete and return by April 24 with payment to: IFA’s 46th Annual Legal Symposium 1501 K Street, NW, Suite 350, Washington, DC 20005 USA Fax: 202/628-0812 Questions? Call 202-628-8000 or visit www.franchise.org/legalsymposium.aspx 2013 IFA Legal Symposium15 1501 K Street, NW, Suite 350 Washington, DC 20005 USA , register online TODAY! VISIT: www.franchise.org/legalsymposium.aspx
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