Training Ground Real-world applications and solutions Practical ...

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.

2 2013 IFA LegAL SympoSIum 

, 

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 

post- Symposium survey, follow-up calls and emails. Those comments confirmed that you expect 

the Legal Symposium to deliver tangible value commensurate with well- prepared, substantive 

Joyce Mazero and advanced level thinking on real world legal and business issues that only IFA‘s experienced 

legal and business 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 

Training Ground 

Real-world applications and solutions 

Practical how-to information

SPonSoRS 

We express our since thanks to the following IFA members for 

their support of this year’s Legal Symposium program: 

Schedule of eventS 

SUNDAY, MAY 5 

3:00 pm – 7:00 pm 

Registration Desk Open 

3:30 pm – 4:45 pm 

Legal Legislative Committee 

4:45 pm – 6:00 pm 

Corporate Counsel 

5:30 pm – 7:00 pm 

Welcome Reception 

7:15 pm 

Moderator & Speaker Event 

(By-Invitation-Only) 

thank You 

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 

Nancy Gourley 

Vice President-Franchise 

Legal 

La Quinta Inns & Suites 

Jamila Granger 

Senior Counsel & Asst. 

Secretary 

Krispy Kreme Doughnut 

Corporation 

Ann Hurwitz,CFE 

Partner 

Baker Botts LLP 

Cynthia Klaus 

Attorney 

Larkin Hoffman Daly & 

Lindgren 

Edward Levitt,CFE 

Partner 

Aird & Berlis LLP 

Leonard MacPhee 

Partner 

Perkins Coie LLP 

Dominic Mochrie 

Partner 

Osler, Hoskin & 

Harcourt LLP 

Eric Newman 

EVP Development & 

General Counsel 

Bojangles’ 

Restaurants, Inc. 

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 

2013 IFA LegAL SympoSIum 3


MONDAY, MAY 6 

8:00 am – 6:00 pm 


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 KENNETH D. 

WALKER 

AZIZ HASHIM

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 

2] 

Negotiating a Settlement 

Agreement (includes Ethics) 

• 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. 

MODERATOR: 

Robert Zisk, Principal, Gray Plant Mooty 

SPEAKERS: 

Norman Leon, Partner, DLA Piper LLP (US) 

Fredric Cohen, Partner, Cheng Cohen LLC 

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: 

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. 

MONDAY, MAY 6 (CONt’D.) 

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 

Peter Lagarias, Attorney Lagarias & 

Boulter, LLP 

Stuart Hershman, Partner, DLA Piper LLC (US) 

5] 

A Seat at the Table – The 

Case for Franchisee Advisory 

Councils 

• 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, 


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 


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, 


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-the-minute account of legislative and 

regulatory issues affecting franchising on 

both the federal and state levels. 

1:45 pm – 3:00 pm 


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 antimoney 

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

2] 

It’s Not All Fun and Games: 

Properly Implementing 

Contests, Sweepstakes, 

and Other Promotional 

Campaigns 

• 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 

user-generated 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. 

MODERATOR: 

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 

3] 

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: 

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. 

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 & 

Battista 

SPEAKERS: 

Sharyn Zuch, Counsel, Wiggin and Dana LLP 

Robin Phelan, Partner, Haynes and Boone, LLP 


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. 


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 


3:30 pm – 4:45 pm 


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? 


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. 

MODERATOR: 

David Kaufmann, Senior Partner, Kaufmann 

Gildin Robbins & Oppenheim 

SPEAKERS: 

Tom Donaldson, Partner, McGuire Woods 

Stephen D. Aronson, General Counsel, Roark 

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 shortform 

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 

3] 

The Continual Threat of 

Vicarious Liability: Analyzing 

and Managing Risk 

• 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: 

Kerry Bundy, CFE, Partner, Faegre Baker 

Daniels LLP 

SPEAKERS: 

Shelly O’Callaghan, VP and Assistant 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.

6] 

A Seat at the Table – The Case 

for Franchisee Advisory Councils 


MODERATOR: 

Robert Salkowski, Partner, Zarco, Einhorn, 


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] 

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: 

Meredith Flynn, VP of Financial Services & 

Franchise Compliance, Allegra Network LLC 

John Richardson, Senior Counsel - Franchise 

Practice Group, McDonald’s Corporation 

5:00 pm – 6:30 pm 

Networking Reception 

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. 

6:45 pm 

Newcomers’ & First Time Attendees’ 

Dinner 

SPONSORED BY: 

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. 

*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. 

TUESDAY, MAY 7 

8:00 am – 3:30 pm 


8:00 am – 8:30 am 

Continental Breakfast 

8:30 am – 10:00 am 

General Session: Judicial Update 

Welcome: 

Joyce Mazero, Partner, Haynes 

& Boone LLP and 2013 

Legal Symposium Task Force 

Chairman 

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. 

SPEAKERS: 

Bobbi Howell, Partner, Foley & Lardner 

Gregg Rubenstein, Partner, Nixon Peabody 

10:00 am – 10:15 am 


10:15 am – 11:30 am 


1] 

Attracting Private Equity— 

What Prompts Private Equity 

Interest in Acquiring Your 

Network? 


MODERATOR: 

David Kaufmann, Senior Partner, Kaufmann 

Gildin Robbins & Oppenheim 

SPEAKERS: 

Tom Donaldson, Partner, McGuire Woods 

Stephen D. Aronson, General Counsel, Roark 

Capital Group 


2] 

After the Agreements are 

Signed: Post-Closing Legal 

and Business Matters in 

International Franchise 

Transactions 


MODERATOR: 

Jeffrey Brimer, CFE, Attorney, Faegre Baker 

Daniels LLP 

SPEAKERS: 

Thibault de Chatellus, Senior Vice President, 

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 


MODERATOR: 

Kerry Bundy, CFE, Partner, Faegre Baker 

Daniels LLP 

SPEAKERS: 

Shelly O’Callaghan, VP and Assistant General 

Counsel, International Dairy Queen 

John Holland, Partner, Dady & Gardner, P.A. 

Jim Bettner, Risk Manager, Luxottica Group 

4] 

TUESDAY, MAY 7 (ConT’D.) 

Understanding and Utilizing 

the SBA Financing Process 


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] 

Understanding Compliance- 

Related Acronyms and 

Designing a Compliance 

Program 


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] 

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 

Boone LLP 

Shelly Weatherbie, Senior Counsel-Franchise, 


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. 

1:15 pm – 2:30 pm 


1] 

It’s Not All Fun and Games: 

Properly Implementing 

Contests, Sweepstakes, 

and Other Promotional 

Campaigns 


MODERATOR: 

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 

2] 

The Key Business and Legal 

Issues Related to Franchise 

Expansion in Today’s Hot 



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 


MODERATOR: 

Paul Battista, Partner, Genovese Joblove & 

Battista 

SPEAKERS: 

Sharyn Zuch, Counsel, Wiggin and Dana LLP 

Robin Phelan, Partner, Haynes and Boone, LLP

4] 

Alternatives to Default: 

Managing Underperforming 

Franchisees 


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 


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. 

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 

2:30 pm – 2:45 pm 


2:45 pm – 4:00 pm 


1] 

The Franchise Face Lift: 

Mandatory Changes to the 

System 


MODERATOR: 

F. Joseph Dunn, CFE, 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 

2] 

Negotiating a Settlement 

Agreement (includes Ethics) 


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 


MODERATOR: 

Dave Koch, Partner, Plave Koch PLC 

SPEAKERS: 

Jim Susag, Partner, Larkin Hoffman Daly & 

Lindgren 

Peter Lagarias, Attorney Lagarias & 

Boulter, LLP 

Stuart Hershman, Partner, DLA Piper LLP (US) 

TUESDAY, MAY 7 (ConT’D.) 

4] 

Advanced Discussion on 

Drafting and Negotiation: 

Are Franchise Agreements 

Commercially Relevant or Lost 

in Another Decade? 


MODERATOR: 

Karen Satterlee, CFE, VP & Senior Counsel, 


SPEAKERS: 

Ann Hurwitz, CFE, Partner, Baker Botts LLP 

Mark Friedman, Sr. VP & General Counsel, 

Pinkberry 

5] 

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: 

Brenda Trickey, VP & Senior Franchise Counsel, 

Popeyes Louisiana Kitchen 

SPEAKERS: 

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 

4:00 pm 

Legal Symposium Adjournment 


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 


• After the Agreements are Signed: Post- 

Closing Legal and Business Matters in 

International Franchise Transactions 

• Basics Track: International Expansion: 

Where Do I Start? 



LEGAL SYMPOSIUM NEwCOMERS 

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 



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. 

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. 


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. 

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. 


HOTEL RESERVATIONS 

You may reserve your hotel room at the JW Marriott by visiting 

https://resweb.passkey.com/go/wasjw2013ifalegal or calling 

1-877-212-5772 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

ReGIStRatIon foRM 

46 TH 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 

1-800-266-9432 (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.) 

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 

PAYMENT METHOD 

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. 

Grand Total $ __________________ 

Check Enclosed Payable to “IFA” (Federal Tax ID #36-6108621) Credit Card: (circle one) q r f y 

Account #______________________________________________Expiration _________________________________________________________ 

Card Member Name _________________________________________________ Signature_____________________________________________ 

Billing Address ____________________________________________________________________________________________________________ 

_________________________________________________________________________________________________________________________ 

Complete and return by April 24 with payment to: 

IFA’s 46 th 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 

, 


1501 K Street, NW, Suite 350 

Washington, DC 20005 USA 

, 

REGISTER ONLINE TODAY! VISIT: 

www.franchise.org/legalsymposium.aspx

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