IFA Legal Symposium | International Franchise Association

Knowledge = Power

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.

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

Jan Gilbert

Principal, Gray Plant Mooty & Chair, Legal Symposium Task Force


Jess Dance

Shareholder, Polsinelli PC


Alejandro Brito

Partner, Zarco, Einhorn, Salkowski & Brito, P.A.


Rupert Barkoff

Chair of the Franchise Team, Kilpatrick Townsend & Stockton LLP


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 am

Welcome & General Session

The Multi-Generational Workforce

Hear from our panel about how to navigate the challenges of multi-generational workforces to leverage the strengths of Baby Boomers, Gen Xers, Gen Yers and Millenials while addressing their diverse preferences in training and leadership and differing perspectives on what defines professional success. This panel will address how multi-generational workforces are forcing companies to adapt to retain talent at all generational levels in both law firm and corporate environments.

Moderator: Jennifer Fox Crisp, Director, Global Talent Management – North America, Baker McKenzie
Speakers: Dolf Berle, CEO, Topgolf Entertainment Group; Michael Lockerby, Partner, Foley & Lardner LLP

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.

Speakers: JoAnn Carlton, Executive Vice President & General Counsel, Bank of America Merchant Services; Heather Enlow-Novitsky, SVP, Global Privacy Counsel, Bank of America Merchant Services; Matthew Fore, VP, Dispute Resolution and Information Governance, Hilton Worldwide

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.

Session Moderator: Clay Mingus, Chief Legal Officer, Twin Peaks Restaurant

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

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

Speaker: Carol Anne Been, Partner, Dentons

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

Speaker: Keith Townsend, Partner, Capital Markets, King & Spalding

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

Speaker: Sarah Powell, Executive Vice President, General Counsel & Secretary, FOCUS Brands Inc.

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.

Speakers: Timothy Brinkley, Of Counsel, Quarles & Brady; Sandy Shoemaker, Partner, EKS&H; Jack Strother, General Counsel, Mr. Gatti's, LP

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.

Speakers: Jeff Norris, Senior Counsel, Contracts, Choice Hotels International; Kathleen Ugalde, Senior Supervising Corporate Counsel, Subway Restaurants; Leita Walker, Partner, Faegre Baker Daniels LLP

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

Speakers: Jennifer Dolman, Partner, Litigation, Osler, Hoskin & Harcourt LLP; Scott Korzenowski, Partner, Dady & Gardner, P.A.; Erik Wulff, Partner, DLA Piper LLP (US)

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

Moderator:Michael Daigle, CFE, Partner, Cheng Cohen LLC
Speakers: Sharon Nelson, President, Sensei Enterprises, Inc.; Erika Stillabower, Senior Legal Ethics Counsel, District of Columbia Bar

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?

Moderator: Chris Wallace, CFE, Vice President & Assistant General Counsel, Global Franchising, Choice Hotels International
Speakers: John Moore, Partner, Husch Blackwell LLP; Janaki Parmar, Vice President & Senior Counsel, Marriott International

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.

Moderator: Dale Cohen, Partner, Kaufmann Gildin & Robbins LLP
Speakers: Colleen Devanney, Partner, Vorys Sater Seymour & Pease; Carolyn Dinberg, Vice President & BRR Marketing Counsel, InterContinental Hotels Group; Eleanor Gerhards, CFE, Partner, Fox Rothschild LLP

A World of Trouble: How to Limit Liability Exposure in International Franchise Expansion

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 and situations where franchisors or their master franchisees have been found liable, and selective foreign laws under which franchisors or their master franchisees may be held liable for the failure or actions of foreign franchisees. The presenters will highlight the problems international franchisors or their master franchisees have had in expansion, and identify potential solutions that franchisors can undertake to limit their exposure to liability.

Speakers: Andrew Loewinger, Partner, Nixon Peabody; Stephane Teasdale, Partner, Cassels Brock & Blackwell LLP; Richard White, Partner, Baker McKenzie

Our Officers and Employees Have Liability?

Officers and employees within an organization can have personal liability for a wide variety of actions they take during their periods of employment, even when acting within the scope of their authority. This panel will cover the most common areas where personal liability arises for officers and employees, including personal liability for:

  • “#metoo” and other alleged types of harassment.
  • Employee wages.
  • Failing to observe corporate formalities
  • Usurpation of corporate opportunities, theft of trade secrets/proprietary information, and other actions of a “faithless servant”
  • Acts of fraud and misrepresentation

Moderator: Cheryl Sabnis, Partner, Labor and Employment, King & Spalding
Speaker: Erin Roberts, Deputy General Counsel, Five Guys Enterprises, LLC; William Sentell, Counsel, Polsinelli

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.

Speakers: Michael Laidhold, Partner, Plave Koch PLC; Timothy O’Brien, Chief Examiner, VA Division of Securities & Retail Franchising; Sandy Wall, Of Counsel, DLA Piper LLP (US)

A Litigator's Perspective 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.

Moderator: James Susag, Attorney, Larkin Hoffman Daly & Lindgren
Speakers: Melissa Durso, Senior Supervising Counsel, Subway Restaurants; Honorable Jeffrey J. Keyes , Retired U.S. Magistrate Judge, District of Minnesota

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.

Speakers: Amy Cheng, CFE, Partner, Cheng Cohen LLC; Theresa Leets, Assistant Chief Counsel, California Department of Business Oversight; Diana Vilmenay, Attorney, Gray Plant Mooty

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.

Speakers: Alyssa Barnes Group Vice President, Legal, Wyndham Worldwide Corporation; Michael Einbinder, Partner, Einbinder & Dunn LLP

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.

Speakers: Steve Pattison, CFO & VP, Business Analysis and Risk Management, Restaurant Services Inc.; Suzie Trigg, Partner, Haynes and Boone, LLP; Sarah Walters, Special Counsel, Foley Gardere

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.

Speakers: Harris Chernow, Partner, Reger Rizzo Darnall LLP; Edward Levitt, CFE, Partner, Dickinson Wright LLP; Tom Wells, Managing Partner, 10 Point Capital

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.

Moderator: Kevin Hein, CFE, Chief Development and Strategy Officer, Alexius, LLC
Speakers: Timothy Bryant, Attorney, Preti Flaherty; Courtney Seely, CFE, General Counsel, Ultimate Fitness Group, LLC; Peter R. Taffae, Managing Director, FranchisePerils, a division of ExecutivePerils, Inc.

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

Moderator:Michael Daigle, CFE, Partner, Cheng Cohen LLC
Speakers: Sharon Nelson, President, Sensei Enterprises, Inc.; Erika Stillabower, Senior Legal Ethics Counsel, District of Columbia Bar

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.

Speakers: Jeff Norris, Senior Counsel, Contracts, Choice Hotels International; Kathleen Ugalde, Senior Supervising Corporate Counsel, Subway Restaurants; Leita Walker, Partner, Faegre Baker Daniels LLP

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

This session will provide a practical guide to managing several of the issues that smaller and start-up franchisors encounter as a result of their size, inexperience, and growth. The workshop will cover issues related to structuring a franchise system (such as determining terms of the offering and state registration strategy), development and use of financial performance representations and estimated initial investment disclosures and franchise relationship issues (including sales, pre-opening assistance, and enforcement of standards). The panelists will provide practical tools, checklists and other materials that can be used by franchisors and their legal counsel.

Speakers: Cheryl Lucente, Senior Counsel, Bloomin' Brands, Inc.; Sawan Patel, Attorney, Larkin Hoffman Daly & Lindgren; Leslie Pujo, Partner, Plave Koch PLC

Basics Track: Mergers and 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.

Speakers: Jason Fulton, VP, RCAF, Riverside Company; Anthony Marks, Attorney, Bryan Cave Leighton Paisner LLP; Peter Viitre, Partner, Sotos LLP

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 the following areas:

Session Moderator: Michael Joblove, Shareholder, Genovese Joblove & Battista, P.A.

Employment: the cases falling under this category all generally involved claims that a franchisor was liable for wage-and-hour and other employment-related violations, either on a misclassification theory or a joint employer theory.

Speaker: Jess Dance, Shareholder, Polsinelli

Class or “Mass” Actions: the cases falling under this category considered franchisor liability issues arising in the context of either consumer class action complaints or mass actions brought by a group/association of franchisees.

Speaker: Alejandro Brito, Partner, Zarco, Einhorn, Salkowski & Brito, P.A.

Arbitration/Forum Selection: the cases falling under this category involve efforts to compel arbitration or to change venue based on a forum selection clause.

Speaker: C. Griffith Towle, Principal, Bartko Zankel Bunzel, & Miller

State Laws: the cases falling under this category involved claims brought under state franchise, distribution, or consumer protection laws.

Speaker: Joseph Goode, Founder & Managing Partner, Laffey, Leitner & Goode, LLC

Other Cases of Importance

Speaker: Rupert Barkoff, Chair of the Franchise Team, Kilpatrick Townsend & Stockton LLP

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.

Moderator: Dale Cohen, Partner, Kaufmann Gildin & Robbins LLP
Speakers: Colleen Devanney, Partner, Vorys Sater Seymour & Pease; Carolyn Dinberg, Vice President & BRR Marketing Counsel, InterContinental Hotels Group; Eleanor Gerhards, CFE, Partner, Fox Rothschild LLP

Corporate Counsel Session 2 (Open to All Conference Attendees)

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

Session Moderator: Carl Hurwitz, Vice President & Assistant General Counsel, Marriott International

1. Processes and Procedures for Managing Legal Department

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

Speaker: Laura Roberts, Vice President & General Counsel, Bojangles' Restaurants, Inc.

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)

Speaker: Jason Adler, Vice President & General Counsel, Cellairis Franchise, Inc.

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

Speaker: Gerald Wells, CFE, General Counsel & CCO, Rita’s Franchise Company

Our Officers and Employees Have Liability?

Officers and employees within an organization can have personal liability for a wide variety of actions they take during their periods of employment, even when acting within the scope of their authority. This panel will cover the most common areas where personal liability arises for officers and employees, including personal liability for:

  • “#metoo” and other alleged types of harassment.
  • Employee wages.
  • Failing to observe corporate formalities
  • Usurpation of corporate opportunities, theft of trade secrets/proprietary information, and other actions of a “faithless servant”
  • Acts of fraud and misrepresentation

Moderator: Cheryl Sabnis, Partner, Labor and Employment, King & Spalding
Speaker: Erin Roberts, Deputy General Counsel, Five Guys Enterprises, LLC; William Sentell, Counsel, Polsinelli

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.

Speakers: Michael Laidhold, Partner, Plave Koch PLC; Timothy O’Brien, Chief Examiner, VA Division of Securities & Retail Franchising; Sandy Wall, Of Counsel, DLA Piper LLP (US)

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.

Speakers: Steve Pattison, CFO & VP, Business Analysis and Risk Management, Restaurant Services Inc.; Suzie Trigg, Partner, Haynes and Boone, LLP; Sarah Walters, Special Counsel, Foley Gardere

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)

Speakers: Laura Ferrante, General Counsel, Paul Davis Restoration; William Graefe, CFE, Partner, FisherZucker LLC; JoyAnn Kenny, Attorney, Marks & Klein, LLP

11:45 am – 1:15 pm

Networking Luncheon with IFA Government Relations Update

Presentation of the Dennis Wieczorek Free Enterprise Award

Address from Congresswoman Stephanie Murphy

Representative Stephanie Murphy (D-FL) is a freshman Democrat from Florida, a rising star on Capitol Hill, and a fierce advocate of the franchise business model. She is the first Vietnamese-American woman elected to Congress. As a member of the House Small Business Committee, she has championed bipartisan policies to support job creators and strengthen the economy. She is also a member of the moderate Blue Dog Coalition and the bipartisan Problem Solvers Caucus. She will provide us with a legislative update on franchising’s legislative priorities for the remainder of the year and talk about her experience working across the aisle to address our country’s most pressing issues.

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.

Moderator: Matt Haller, Senior Vice President, Government Relations and Public Affairs, IFA
Speakers: Suzanne Beall, Vice President, Government Relations and Public Policy, IFA; Erica Farage, Vice President, Political Affairs and Grassroots Advocacy; Michael Layman, Vice President, Federal Government Relations

1:30 pm – 2:45 pm

Concurrent Session

A Litigator's Perspective 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.

Moderator: James Susag, Attorney, Larkin Hoffman Daly & Lindgren
Speakers: Melissa Durso, Senior Supervising Counsel, Subway Restaurants; Honorable Jeffrey J. Keyes, Retired U.S. Magistrate Judge, District of Minnesota

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.

Speakers: Harris Chernow, Partner, Reger Rizzo Darnall LLP; Edward Levitt, CFE, Partner, Dickinson Wright LLP; Tom Wells, Managing Partner, 10 Point Capital

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.

Moderator: Kevin Hein, CFE, Chief Development and Strategy Officer, Alexius, LLC
Speakers: Timothy Bryant, Attorney, Preti Flaherty; Courtney Seely, CFE, General Counsel, Ultimate Fitness Group, LLC; Peter R. Taffae, Managing Director, FranchisePerils, a division of ExecutivePerils, Inc.

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

This session will provide a practical guide to managing several of the issues that smaller and start-up franchisors encounter as a result of their size, inexperience, and growth. The workshop will cover issues related to structuring a franchise system (such as determining terms of the offering and state registration strategy), development and use of financial performance representations and estimated initial investment disclosures and franchise relationship issues (including sales, pre-opening assistance, and enforcement of standards). The panelists will provide practical tools, checklists and other materials that can be used by franchisors and their legal counsel.

Speakers: Cheryl Lucente, Senior Counsel, Bloomin' Brands, Inc.; Sawan Patel, Attorney, Larkin Hoffman Daly & Lindgren; Leslie Pujo, Partner, Plave Koch PLC

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.

Speakers: Amy Cheng, CFE, Partner, Cheng Cohen LLC; Theresa Leets, Assistant Chief Counsel, California Department of Business Oversight; Diana Vilmenay, Attorney, Gray Plant Mooty

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.

Speakers: Alaina Karsten, Associate, Zarco, Einhorn, Salkowski & Brito, P.A.; John Labukas, Attorney, Quarles & Brady; Iris Rosario, Principal, Gray Plant Mooty

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.

Speakers: JoAnn Carlton, Executive Vice President & General Counsel, Bank of America Merchant Services; Heather Enlow-Novitsky, SVP, Global Privacy Counsel, Bank of America Merchant Services; Matthew Fore, VP, Dispute Resolution and Information Governance, Hilton Worldwide

A World of Trouble: How to Limit Liability Exposure in International Franchise Expansion

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 and situations where franchisors or their master franchisees have been found liable, and selective foreign laws under which franchisors or their master franchisees may be held liable for the failure or actions of foreign franchisees. The presenters will highlight the problems international franchisors or their master franchisees have had in expansion, and identify potential solutions that franchisors can undertake to limit their exposure to liability.

Speakers: Andrew Loewinger, Partner, Nixon Peabody; Stephane Teasdale, Partner, Cassels Brock & Blackwell LLP; Richard White, Partner, Baker McKenzie

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.

Speakers: Timothy Brinkley, Of Counsel, Quarles & Brady; Sandy Shoemaker, Partner, EKS&H; Jack Strother, General Counsel, Mr. Gatti's, LP

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

Speakers: Jennifer Dolman, Partner, Litigation, Osler, Hoskin & Harcourt LLP; Scott Korzenowski, Partner, Dady & Gardner, P.A.; Erik Wulff, Partner, DLA Piper LLP (US)

3:00 pm – 6:00 pm

Basics Track: International Franchising Intensive (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 IBA/IFA Joint Conference on International Franchising that immediately follows. This co-production will 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 register to stay for the IBA/IFA Joint Conference that follow. Use this as an opportunity to learn more, and meet franchise lawyers from the U.S. and around the world.

Session Moderator: Larry Weinberg, CFE, Partner, Cassels Brock & Blackwell LLP, Toronto, Canada, and Co-Chair, IBA International Franchise Committee

Assessing the Franchisor Readiness and Markets for Expansion (including the U.S.)

Speaker: Mark Siebert, CEO, iFranchise Group, Chicago, Illinois, USA

Deal Structure – What Type of Expansion Model?

Speaker: David Oppenheim, CFE, Shareholder, Greenberg Traurig, LLP, New York, New York, USA

Key Deal Terms in an International Deal

Speaker: Kerry Olson, CFE, Partner, Faegre Baker Daniels LLP, Minneapolis, Minnesota, USA

Navigating Local Laws and Steps in the Deal Process

Speakers: Gustavo Alcocer, Partner, Corporate & Commercial Law Group Chair, Olivaresy Compańia, S.C., Mexico City, Mexico; Kevin Maher, Partner, Baker McKenzie, Dallas, Texas, USA

Typical Local Legal Issues

Speakers: Amy Cheng, CFE, Partner, Cheng Cohen, LLC, Chicago, Illinois, USA; Karsten Metzlaff, Partner, Noerr LLP, Berlin, Germany

Roundtable Sessions by County/Region

 

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!

MEMBERS