IFA Legal Symposium | International Franchise Association

Registration Now Open!

IFA’s Legal Symposium is 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 provides value and real-world solutions to both business executives and their franchise legal partners. Sessions focus on the practical use of the law, and the how-to’s for navigating today’s business and regulatory environment. The Legal Symposium is a training ground for what business executives and legal counsel need to know, and how to put it into practice.

Stay tuned for more information on this year's session offerings and speakers.

Attendees can also earn CLE (Continuing Legal Education) and CFE (Certified Franchise Executives) credits by attending. Featuring expert speakers and timely content, our Symposium is a "must attend" event. 

What You’ll Experience:

  • Compelling programming that will allow you to engage, discuss and learn with your peers
  • Valuable real-world solutions from expert speakers
  • Multiple networking events including receptions, luncheons and breaks

SPONSORS

FEATURED SPEAKERS

Stay tuned for more information on our world-class speakers!

SCHEDULE

3:00 pm – 7:00 pmRegistration Desk Open

3:30 pm – 5:00 pmLegal Legislative Committee Meeting

5:30 pm – 7:00 pmWelcome Reception

7:30 pm – 9:30 pmSpeakers' Networking Event

Joe's Seafood, Prime Steak and Stone Crab - 750 15th St. NW
(for Legal Symposium moderators and speakers only)

8:00 am – 6:00 pmRegistration Desk Open

8:00 am – 8:30 amContinental Breakfast

8:30 am – 10:15 amWelcome & General Session

10:15 am – 10:30 amRefreshment Break

10:30 am – 11:45 am

Concurrent Sessions

Data Security and Addressing the Risks in the Franchise System

This program addresses the legal and public relations considerations to protecting data and responding to data theft. The panelists will discuss the following topics in relation to the franchise system:

  • The importance of advance preparation and structuring the payment system.
  • The allocation of risk between franchisor and franchisee.
  • How and why to avoid a breach and best practices to respond to one.
  • Elements of an effective breach response plan.
  • Best practices for coordinating the response among the various stakeholders with the public.
  • Advising a franchisee who experiences a data breach.
  • Strategies for limiting assessments from the payment card brands for fraud.

Corporate Counsel-Focused Session (Session does not repeat, this session is only open to in-house counsel)

This session will address three key topics but the moderator will encourage audience participation and discussion of other topics of interest to the group.

1. Marketing Issues: Contests, Sweepstakes, Sponsorships/Naming Rights

  • Drafting Rules and Disclosures
  • International Issues
  • Online Contests
  • Privacy Issues

2. Getting Your House in Order: Preparing for IPO or Sale to PE

  • Preparing for Due Diligence – Legal and Accounting
  • Establishing Internal Processes for Post-IPO or Post-Acquisition operations
  • Managing franchisee relationships before, during and after IPO or acquisition

3. Implementing Brand Re-Positioning

  • Approaches for gaining franchisee approval of strategic brand re-positioning
  • Implementation of Significant Changes to Brand – Identifying Key Early Adopters
  • Strategy for Enforcement/Succession Planning for Franchisees Desiring to Exit

The New Revenue Recognition Rules: What is the Impact for Franchisors?

  • An overview of the new revenue recognition standards.
  • How the new standards relating to recognizing initial franchise fees impact a franchisor's financial statements.
  • How the new standards effect how franchisors account for ad fund revenue.
  • What effect will the new standards have on prior financial statements.
  • What other aspects of a franchisor's business are affected by the new standards.
  • What should a franchisor being doing to prepare and what can be done to minimize the impact.

The Digital Economy: Friend or Foe to Franchising?

How franchise companies are interacting with the digital economy and what threats and opportunities the digital economy presents for franchising, domestically and internationally, including:

  • Brand protection in arrangements with companies such as UberEast, Instacart, etc.
  • Consumer data -- who can or should own data, who can use data and how; impact of GDPR on franchise systems with contacts to the EU.
  • Mobile marketing/mobile aps/TCPA issues.

STOP INVADING MY SPACE: Encroachment Issues in Franchising

This session is designed to address all forms of potential encroachment in the franchise space, including not only traditional encroachment, involving disputes over physical territory, but also encroachment issues created by alternative channels of distribution such as the Internet, and multi-brand franchise systems. In addition to providing a review of recent cases, the panel will discuss best practices for how to avoid encroachment disputes, including practical tips for drafting territory provisions in franchise agreements that do not prevent Internet commerce and other distribution channels. The session will examine topics including:

  • History of Encroachment
  • Bricks and mortar encroachment
  • E-commerce and other alternative distribution channels, including corporate, multi-brand and other retail outlets
  • Cross-brand Sale Impacts

How Painful Can Colliding with a Cloud Really Be? Ethics and the Cloud, a Lawyer’s Dilemma*

In the Subject Guide to The Model Rules of Professional Conduct, there’s a single reference to “technology” – a comment to Rule 1.1 (Competence) that says that lawyers “should keep abreast of changes in the law and its practice, including the benefits and risks associated with relevant technology.” This session will take a deeper dive into that obligation by discussing practical ways to address ethics issues that arise from lawyers’ use of ever changing and advancing technology that is supposed to make the practice of law more efficient. The discussion will include:

  • Using personal smartphones and text messages to communicate.
  • Storing client files in the cloud.
  • Responsibility beyond the client for cybersecurity and data breaches.
  • Lawyers and ISO 27001 certification.
  • The global implications of technology use.

*This is an ethics course

Basics Track: Registration and Disclosure

Franchisors cannot sell franchises in the United States without complying with applicable federal and state franchise registration and disclosure requirements. This program will introduce you to the basics of registration and disclosure regulation and best practices for compliance. The following topics will be covered:

  • What are the federal and state laws that regulate the offer and sale of franchises?
  • What information must be included in the Franchise Disclosure Document (FDD)?
  • What are Financial Performance Representations, and why are they so important?
  • What are the timing and delivery requirements for the FDD?
  • What are the requirements for amending and renewing the FDD?
  • Which states require registration of the FDD? What is the registration process?
  • What exemptions exist for registration and disclosure under federal and state law?
  • What are some best practices for making disclosure and obtaining state registrations?

12:00 noon – 1:30 pmBoxed Luncheon & Roundtables

1:45 pm – 3:00 pm

Concurrent Sessions

Trademark and Internet Brand and Reputation Protection

Brand protection is important to both the franchisor and the franchise system. This session would explore online reputation attacks, unauthorized online sales, competitor false review schemes, misleading online marketing, and online trademark abuse. It would examine how to identify anonymous attackers, remove damaging content from complaint and review websites, stop product diversion, and options to recover damages. This session would be of interest to all attorneys, in-house and external counsel, transactional and litigation.

A World of Trouble: How to Ensure That Your International Franchise Expansion Doesn’t Expose You to Liability

Expanding and exporting your franchise system to other countries can be a boon to franchisors. However, with the potential reward often comes significant risk. This presentation will identify key international judicial decisions where franchisors have been found liable in respect of the failure of foreign franchisees. Using these case studies, the presenters will highlight the problems international franchisors have had in expansion, and identify potential solutions or precautions that franchisors can undertake to ensure that they are not exposed to liability.

Our Officers and Employees Have Liability?

An examination of the theories to assert individual liability against employees, officers and directors, and applicable defenses.

Navigating the New Normal with Financial Performance Representations

With all franchisors now operating under the new Item 19 requirements, this program will explore some of the thornier issues emerging in the wake of the 2017 NASAA FPR commentary, including potential compliance pitfalls and possible trends among state franchise examiner comments. This program aims to provide insight to both new and experienced franchise disclosure draftspersons, exploring some of the murkier questions surrounding the permissible use of subsets, data from company-owned locations, the treatment of managed locations, and separating disclaimers from material explanations.

A Litigators Prospective on Arbitration—A Practical Session

Arbitration can be an effective tool to resolve disputes and eliminate certain risks. Too often franchisors ignore these benefits and don't take full advantage of their right to arbitrate. This session provides an overview of arbitration rights and key trends. It then applies that information to focus on how best to position your company for handling and resolving disputes in arbitration. You'll hear from experienced litigation attorneys who will explain practical ways to better control the arbitration and outcome and also eliminate certain litigation risks.

Thorny FDD Disclosure Issues

This session will take a deep dive into particularly complicated issues to understand when drafting FDDs. The panelists will discuss disclosure hot buttons for state examiners, potentially conflicting disclosure requirements among the states, and certain FTC FAQs often missed by practitioners. The session will also include a discussion regarding timing of amendments upon the occurrence of a material change and how to address the different amendment requirements of the states and the FTC Rule.

Basics Track: Handling Defaults and Terminations

This program will discuss how to handle franchise defaults in order to secure compliance with the franchise agreement while minimizing potential franchisor liability. Topics to be discussed will include:

  • Identifying potential problems before they arise.
  • Considerations in deciding to default/terminate.
  • Navigating the labyrinth of state relationship laws.
  • Steps in the default/termination process.
  • Dealing with other franchisees.
  • Enforcing termination and post-term obligations.

3:00 pm – 3:30 pmRefreshment Break

3:30 pm – 4:45 pm

Concurrent Sessions

Supply “Chain Links” and its Implications on the Franchise Systems

This session will address:

  • Establishing and implementing efficient supply chain management protocols in a mature system.
  • Alternatives to single broad-line distributors (e.g. network of broad-line, regional and local distributors; alternative farming).
  • Leveraging supply chain efficiencies across systems in multi-brand companies (group purchasing and co-operatives).
  • Managing supplier relationships (using KPIs effectively to drive performance).
  • Managing franchisee compliance (e.g. achieving volume commitments to maintain pricing).
  • Global trade issues/corporate responsibility.

Have Multi-Unit and Multi-Brand Franchisees Set a New Standard for Franchisors?

Multi-unit franchisees have been heralded as attractive and the new norm in franchising, and multi-brand franchisees have also grown in popularity. This session will explore a number of elements pertaining to such franchisees including discussion on the following:

  • Current trends in these forms of franchising.
  • Traditional benefits of multi-unit and multi-brand franchisees, and whether they remain an attractive proposition for franchisors.
  • Risks and setbacks associated with these sorts of franchisees.
  • Practical suggestions on securing, signing and partnering with multi-unit and multi-brand franchisees.

The Devil is in the Details: Mitigating Franchise Risk Through Effective Insurance Programs

  • Essentials to creating and executing an effective strategic risk and insurance management plan that will protect your franchise system and brand.
  • Best practices for developing and implementing insurance programs for franchisees.
  • Litigation risk with, and without, a comprehensive insurance policy program.
  • Understanding the need and complexities of cyber insurance in franchising.
  • Strategies for insuring the balance sheet and directors’ and officers’ personal assets.

How Painful Can Colliding with a Cloud Really Be? Ethics and the Cloud, a Lawyer’s Dilemma*

In the Subject Guide to The Model Rules of Professional Conduct, there’s a single reference to “technology” – a comment to Rule 1.1 (Competence) that says that lawyers “should keep abreast of changes in the law and its practice, including the benefits and risks associated with relevant technology.” This session will take a deeper dive into that obligation by discussing practical ways to address ethics issues that arise from lawyers’ use of ever changing and advancing technology that is supposed to make the practice of law more efficient. The discussion will include:

*Ethics course

The Digital Economy: Friend or Foe to Franchising?

How franchise companies are interacting with the digital economy and what threats and opportunities the digital economy presents for franchising, domestically and internationally, including:

  • Brand protection in arrangements with companies such as UberEast, Instacart, etc.
  • Consumer data -- who can or should own data, who can use data and how; impact of GDPR on franchise systems with contacts to the EU.
  • Mobile marketing/mobile aps/TCPA issues.

A Practical Guide to Managing Issues Faced by Smaller and/or Start-Up Franchisors

  • Pros and Cons of Limiting State Registrations.
  • Use of Brokers and Consultants in Sales Process.
  • Escrow Conditions.
  • Pros/Cons of various options.
  • Guide to complying with the requirements (this is based on my recent experience with a client who was confused about what “opening” and “pre-opening obligations” mean for conversions and transfers, which I think that I was able to resolve with the state).
  • FPRs and Item 7
  • Challenges in providing meaningful disclosure for these items when a franchisor has limited number of existing franchisees.
  • Franchise Relationship Issues
  • Developing system and processes to manage existing franchise relationships.
  • Opening
  • Training
  • Ongoing issues
  • Understanding the need to balance new sales efforts with administration/service to existing franchisees.

Basics Track: Mergers & Acquisitions

  • Overview of deal process.
  • Preparing to sell to optimize purchase price.
  • Valuation process.
  • Critical issues of buyer’s due diligence: franchise laws compliance, contract compliance.
  • Identifying red flags: joint employer/vicarious liabilities, sales violations, supplier issues, data privacy, expansion concerns.
  • Negotiating key terms of purchase agreement.
  • Post-closing integration.

5:00 pm – 6:30 pmNetworking Reception

7:00 pm Optional Dinner with Attendees

Find yourself free Monday night and would like to meet other Legal Symposium attendees for dinner in DC? We can help arrange a dinner reservation for attendees to meet and network. If you are interested, please send an email events@franchise.org and we will email you closer to the event regarding your dinner reservation. Please note, cost for dinner would need to be covered by each attendee.

8:00 am – 3:30 pmRegistration Desk Open

8:00 am – 8:30 amContinental Breakfast

8:30 am – 10:00 am

General Session with Judicial Update

Join us for the always popular Judicial Update where our speakers 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 business operations. Expert speakers will cover trends and cases in multiple areas.

10:00 am – 10:15 amRefreshment Break

10:15 am – 11:30 am

Concurrent Sessions

Trademark and Internet Brand and Reputation Protection

Brand protection is important to both the franchisor and the franchise system. This session would explore online reputation attacks, unauthorized online sales, competitor false review schemes, misleading online marketing, and online trademark abuse. It would examine how to identify anonymous attackers, remove damaging content from complaint and review websites, stop product diversion, and options to recover damages. This session would be of interest to all attorneys, in-house and external counsel, transactional and litigation.

Corporate Counsel Session 2 (Open to All Conference Attendees)

This session will provide insight into top of mind issues for corporate counsel.

1. Processes and Procedures for Managing Legal Department

  • Establishing procedures to maximize efficiency of legal department
  • Selecting outside counsel and managing legal budgets

2. Litigation Management

  • Balancing management’s desire to pursue litigation with business/legal common sense
  • Considerations Prior to Filing (e.g. other pending lawsuits; potential counterclaims; discovery issues; dispute resolution requirements; impact on disclosure document)
  • Selecting Litigation Counsel (e.g. repeat litigation; local counsel; switching firms)
  • Unintended Consequences (e.g. impact of unfavorable result; additional lawsuits based upon similar claims)

3. Technology Issues

  • Managing commercial relationships using technology (as well as identifying associated risk) (e.g. key terms in agreements for procurement, marketing, training modules and programs in addition to a/v systems, POS systems)
  • Establishing and enforcing standards (e.g. establishing SLAs; impact of system failure on operations)
  • Crisis management for technology failures/data breach

Our Officers and Employees Have Liability?

An examination of the theories to assert individual liability against employees, officers and directors, and applicable defenses.

Navigating the New Normal with Financial Performance Representations

With all franchisors now operating under the new Item 19 requirements, this program will explore some of the thornier issues emerging in the wake of the 2017 NASAA FPR commentary, including potential compliance pitfalls and possible trends among state franchise examiner comments. This program aims to provide insight to both new and experienced franchise disclosure draftspersons, exploring some of the murkier questions surrounding the permissible use of subsets, data from company-owned locations, the treatment of managed locations, and separating disclaimers from material explanations.

Supply “Chain Links” and its Implications on the Franchise Systems

This session will address:

  • Establishing and implementing efficient supply chain management protocols in a mature system.
  • Alternatives to single broad-line distributors (e.g. network of broad-line, regional and local distributors; alternative farming).
  • Leveraging supply chain efficiencies across systems in multi-brand companies (group purchasing and co-operatives).
  • Managing supplier relationships (using KPIs effectively to drive performance).
  • Managing franchisee compliance (e.g. achieving volume commitments to maintain pricing).
  • Global trade issues/corporate responsibility.

Basics Track: Franchisor’s Intellectual Property and How to Protect It

  • What constitutes intellectual property (patents, trademarks, copyrights, trade secrets etc.)
  • IP and the franchise model
  • General Guidance
  • Franchise Agreement provisions, including limitations
  • FDD disclosures
  • Protecting franchisor IP within and outside of the franchise system
  • Trademark and other IP registrations on the federal and state level
  • International IP registrations and considerations
  • Enforcing Franchisor’s IP rights under the franchise agreement (including injunction overview) and FDD disclosure implications
  • Protecting IP from third party infringers
  • Legal landscapes and recent IP case law
  • IP Protection in the Internet Age (including online threats)

11:45 am – 1:15 pm

Networking Luncheon with IFA Government Relations Update

IFA’s Government Relations & Public Policy team will join us to provide an up-to-the-minute account of legislative and regulatory issues affecting franchising on both the federal and state levels.

1:30 pm – 2:45 pm

Concurrent Session

A Litigators Prospective on Arbitration—A Practical Session

Arbitration can be an effective tool to resolve disputes and eliminate certain risks. Too often franchisors ignore these benefits and don't take full advantage of their right to arbitrate. This session provides an overview of arbitration rights and key trends. It then applies that information to focus on how best to position your company for handling and resolving disputes in arbitration. You'll hear from experienced litigation attorneys who will explain practical ways to better control the arbitration and outcome and also eliminate certain litigation risks.

Have Multi-Unit and Multi-Brand Franchisees Set a New Standard for Franchisors?

Multi-unit franchisees have been heralded as attractive and the new norm in franchising, and multi-brand franchisees have also grown in popularity. This session will explore a number of elements pertaining to such franchisees including discussion on the following:

  • Current trends in these forms of franchising.
  • Traditional benefits of multi-unit and multi-brand franchisees, and whether they remain an attractive proposition for franchisors.
  • Risks and setbacks associated with these sorts of franchisees.
  • Practical suggestions on securing, signing and partnering with multi-unit and multi-brand franchisees.

The Devil is in the Details: Mitigating Franchise Risk Through Effective Insurance Programs

  • Essentials to creating and executing an effective strategic risk and insurance management plan that will protect your franchise system and brand.
  • Best practices for developing and implementing insurance programs for franchisees.
  • Litigation risk with, and without, a comprehensive insurance policy program.
  • Understanding the need and complexities of cyber insurance in franchising.
  • Strategies for insuring the balance sheet and directors’ and officers’ personal assets.

A Practical Guide to Managing Issues Faced by Smaller and/or Start-Up Franchisors

  • Pros and Cons of Limiting State Registrations.
  • Use of Brokers and Consultants in Sales Process.
  • Escrow Conditions.
  • Pros/Cons of various options.
  • Guide to complying with the requirements (this is based on my recent experience with a client who was confused about what “opening” and “pre-opening obligations” mean for conversions and transfers, which I think that I was able to resolve with the state).
  • FPRs and Item 7
  • Challenges in providing meaningful disclosure for these items when a franchisor has limited number of existing franchisees.
  • Franchise Relationship Issues
  • Developing system and processes to manage existing franchise relationships.
  • Opening
  • Training
  • Ongoing issues
  • Understanding the need to balance new sales efforts with administration/service to existing franchisees.

Thorny FDD Disclosure Issues

This session will take a deep dive into particularly complicated issues to understand when drafting FDDs. The panelists will discuss disclosure hot buttons for state examiners, potentially conflicting disclosure requirements among the states, and certain FTC FAQs often missed by practitioners. The session will also include a discussion regarding timing of amendments upon the occurrence of a material change and how to address the different amendment requirements of the states and the FTC Rule.

Basics Track: Franchise Litigation

Think of almost any industry in the world and you are bound to find a franchise or two. The ubiquitous nature of franchising means that disputes between franchisees and franchisors can arise in a variety of contexts and involve near-countless issues. However, given the unique set of business considerations involved in franchising, franchise litigation is never as simple as merely resolving the immediate dispute between a franchisee and its franchisor (or vice-versa). This session will focus on the fundamentals of franchise litigation with an eye toward understanding the distinctive business realities inherent in the franchise relationship.

2:45 pm – 3:00 pmRefreshment Break

3:00 pm – 4:15 pm

Concurrent Session

Data Security and Addressing the Risks in the Franchise System

This program addresses the legal and public relations considerations to protecting data and responding to data theft. The panelists will discuss the following topics in relation to the franchise system:

  • The importance of advance preparation and structuring the payment system.
  • The allocation of risk between franchisor and franchisee.
  • How and why to avoid a breach and best practices to respond to one.
  • Elements of an effective breach response plan.
  • Best practices for coordinating the response among the various stakeholders with the public.
  • Advising a franchisee who experiences a data breach.
  • Strategies for limiting assessments from the payment card brands for fraud.

A World of Trouble: How to Ensure That Your International Franchise Expansion Doesn’t Expose You to Liability

Expanding and exporting your franchise system to other countries can be a boon to franchisors. However, with the potential reward often comes significant risk. This presentation will identify key international judicial decisions where franchisors have been found liable in respect of the failure of foreign franchisees. Using these case studies, the presenters will highlight the problems international franchisors have had in expansion, and identify potential solutions or precautions that franchisors can undertake to ensure that they are not exposed to liability.

The New Revenue Recognition Rules: What is the Impact for Franchisors?

  • An overview of the new revenue recognition standards.
  • How the new standards relating to recognizing initial franchise fees impact a franchisor's financial statements.
  • How the new standards effect how franchisors account for ad fund revenue.
  • What effect will the new standards have on prior financial statements.
  • What other aspects of a franchisor's business are affected by the new standards.
  • What should a franchisor being doing to prepare and what can be done to minimize the impact.

STOP INVADING MY SPACE: Encroachment Issues in Franchising

This session is designed to address all forms of potential encroachment in the franchise space, including not only traditional encroachment, involving disputes over physical territory, but also encroachment issues created by alternative channels of distribution such as the Internet, and multi-brand franchise systems. In addition to providing a review of recent cases, the panel will discuss best practices for how to avoid encroachment disputes, including practical tips for drafting territory provisions in franchise agreements that do not prevent Internet commerce and other distribution channels. The session will examine topics including:

  • History of Encroachment
  • Bricks and mortar encroachment
  • E-commerce and other alternative distribution channels, including corporate, multi-brand and other retail outlets
  • Cross-brand Sale Impacts

3:00 pm – 6:00 pm

International Intensive Session (3 hours)

New this year, a not to be missed International Franchising Basics Track intensive program intended to bridge the annual IFA Legal Symposium and annual IFA/IBA Joint Conference on International Franchising that immediately follows. To better leverage the vast international franchising resources that will be in attendance, we are inviting you to learn the fundamentals from an incredibly knowledgeable group of lawyers and other advisors from the U.S. and around the world, and then stay on for the IFA/IBA Joint Conference dinner and program that follow. Use this as an opportunity to learn more, and meet franchise lawyers from the U.S. and around the world.

There is no extra charge to attend this intensive for those already registered for either the IFA Legal Symposium or the IFA/IBA Joint Conference. There is an extra charge to attend the IFA/IBA Joint Conference and dinner.

4:15 pmLegal Symposium Adjournment

LOCATION
JW Marriott
1331 Pennsylvania Avenue NW
Washington, DC 20004

IFA has a reserved room block at the JW Marriott for the 2018 Legal Symposium. Our room rate for a standard room is $365 per night. You may reserve your hotel room by calling 800-393-2503 or clicking the below link. The deadline for making a reservation is April 16, 2018, 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 availability basis at the group rate.

FUTURE DATES

52nd Annual IFA Legal Symposium – May 5-7, 2019; JW Marriott, Washington, DC

53rd Annual IFA Legal Symposium – May 3-5, 2020; Grand Hyatt, Washington, DC

54th Annual IFA Legal Symposium – May 2-4, 2021; Grand Hyatt, Washington, DC

CONTACT US

To contact the IFA Conferences Department please email events@franchise.org or call 202-662-0763 .

Do you have a speaker suggestion for this, or any other IFA event? Let us know!

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