FINAL PROGRAM - International Franchise Association

FINAL PROGRAM

SPONSORS
We express our since thanks to the following IFA members for their support of this year’s Legal Symposium program:
SUNDAY, MAY 5
3:00 pm – 7:00 pm Registration Desk Open
Grand Foyer
3:00 pm – 7:00 pm Speaker Ready Room
State
3:30 pm – 4:45 pm Legal Legislative Committee
Salon D
5:30 pm – 7:00 pm Welcome Reception
Salon E
7:15 pm Moderator & Speaker
Networking Event
(By-Invitation-Only)
The W Hotel
1 2013 IFA LEGAL SYMPOSIUM
MONDAY, MAY 6
8:00 am – 6:00 pm Registration Desk Open
Grand Foyer
8:00 am – 5:00 pm Speaker Ready Room
State
8:00 am – 8:30 am Continental Breakfast
Grand Foyer
8:30 am – 10:15 am Opening General Session
Grand Salons II-IV
JOYCE MAZERO
STEPHEN J. CALDEIRA
Introduction:
Joyce Mazero, Partner, Haynes & Boone LLP and 2013
Legal Symposium Task Force Chairman
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.
JOEL BUCKBERG KENNETH D. WALKER AZIZ HASHIM
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

10:15 am – 10:30 am Refreshment
Break
Grand Foyer
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
Salon D
• 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)
Salon E
• 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?
Rayburn
• 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:
Andraya Frith, Partner, Osler, Hoskin &
Harcourt LLP
SPEAKERS:
Lee Plave, CFE, Partner Plave Koch PLC
Noah Pollack, EVP & General Counsel, Driven
Brands, Inc.
4]
Advanced FPRs: Writing, Using,
Attacking and Defending Financial
Performance Representations
Salon F
• 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)
MONDAY, MAY 6 (CONT’D.)
5]
A Seat at the Table – The Case for
Franchisee Advisory Councils
Salon G
• Why create an FAC?
• Best practices in structuring and managing an
FAC.
• Can an FAC and a franchisee association
co-exist?
• Potential pitfalls with an FAC.
• The value of an FAC for system management
and change.
MODERATOR:
Robert Salkowski, Partner, Zarco, Einhorn,
Salkowski & Brito, P.A.
SPEAKERS:
Srini Kumar, General Manager and Senior VP,
Pearle Vision, a division of Luxottica
Roger Quinland, Partner, Gordon & Rees LLP
Jennifer Wade, Franchisee, Moe’s Southwest
Grill, Moe’s Franchisee Advisory Council
President
2013 IFA LEGAL SYMPOSIUM 2

MONDAY, MAY 6 (CONT’D.)
6]
Advanced Discussion on Drafting
and Negotiation: Are Franchise
Agreements Commercially Relevant
or Lost in Another Decade?
Grand Salon I
• Do franchisors need the perceived safety of
the “Kitchen Sink” drafting approach? Is this
just the habitual drafting approach of the
legal community or are there valid legal and
business reasons for imposing the commonly
found, unilateral agreement restrictions on the
relationship?
• Should agreements more clearly reflect the
characteristics, needs and risk associated with
different types of relationships e.g. Private
equity, multi-unit developers and experienced
operators versus start-up and inexperienced
franchisees? Should agreements more clearly
reflect the venues being developed e.g.
non-traditional sites?
• Can a franchisor realistically refuse to
negotiate with sophisticated, experienced
prospects? Should negotiations include
negotiating provisions that do not practically
apply to the franchisee or the venue? Is an
amendment to the standard form of agreement
the most productive method for dealing with
it? Is starting off negotiations with a form of
agreement that is modified for the type of
prospect or venue involved an advantage or
a disadvantage? Should there be separate
offerings if a deal is not exempt?
• What are the agreement provisions that
are indispensable to the franchisor in any
franchise relationship? Which are not? What
are the agreement provisions that the prospect
commonly requests to be modified? What are
the agreement provisions commonly modified
by franchisors during negotiations? What are
the provisions that can realistically be removed
when negotiating a deal with a sophisticated,
experienced prospect?
MODERATOR:
Karen Satterlee, CFE, VP & Senior Counsel,
Hilton Worldwide
SPEAKERS:
Ann Hurwitz, CFE, Partner, Baker Botts LLP
Mark Friedman, Sr. VP & General Counsel,
Pinkberry
3 2013 IFA LEGAL SYMPOSIUM
7]
Basics Track:
Disclosure
Dirksen
• 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, General Counsel, FOCUS
Brands, Inc.
12:00 pm – 1:30 pm
Networking Luncheon &
IFA Government Relations Update
Grand Salons II-IV
Enjoy this time to get to know other Legal
Symposium attendees. IFA’s Government
Relations & Public Policy team led by Judith
Thorman, SVP, Government Relations & Public
Policy, will join us to provide an up-to-theminute
account of legislative and regulatory
issues affecting franchising on both the
federal and state levels.
MARK FORSETH
JUDITH THORMAN
Introduction by: Mark Forseth, VP & Asst.
General Counsel, Marriott International
1:45 pm – 3:00 pm
Concurrent Sessions
1]
Understanding Compliance-Related
Acronyms and Designing a
Compliance Program
Rayburn
• Franchisors (even those that do not franchise
outside the US) are subject to compliance
requirements under a variety of anti-corruption,
anti-terrorism, and anti-money laundering laws
and regulations. Non-compliance can subject
companies and their officers to significant civil
and/or criminal penalties.
• All companies whose financials are audited
according to GAAP (as required for FDD
use) need to be concerned about appropriate
accounting controls to assure compliance with
these laws and public companies must also
comply with Sarbanes-Oxley requirements.
• US franchisors are prohibited from doing
business with countries covered by embargoes
imposed by the US government or with persons
such as those listed on the US Department
of the Treasury’s Office of Foreign Assets
Control (OFAC) List of Specially Designated
Nationals and Other Blocked Persons (including
terrorists and narcotics traffickers) and are
also prohibited from engaging in other corrupt
practices, including those covered by the
Foreign Corrupt Practices Act and similar laws,
or money laundering.
• These requirements impact franchisors in
granting of franchises (due diligence on
franchisees, language for contracts), ongoing
relationships with franchisees (including
training), vendor selection (including preferred
vendor programs), and hiring and training their
own employees.
• Franchise systems operating only in the US may
require one level of compliance procedure,
while those operating in multiple countries may
require a multi-tiered compliance effort.
• This program will give practical guidance
for designing and implementing a basic
compliance program and will identify resources
available to franchisors.
MODERATOR:
Nancy Gourley, VP – Franchise Legal, La
Quinta Inns & Suites
SPEAKERS:
Jeffrey Jones, Partner, Jones Day
Donald Wray, International Counsel, Little
Caesars Enterprises, Inc.
Virginia Adams, Senior Manager, Fraud
Investigation & Dispute Services, Ernst &
Young

2]
It’s Not All Fun and Games:
Properly Implementing Contests,
Sweepstakes, and Other Promotional
Campaigns
Salon D
• Basic rules for running any contest or
sweepstakes.
• Common issues when attempting to run a
contest or sweepstakes through social media
platforms or through a web site.
• Common issues that arise when conducting an
international contest or sweepstakes.
• The acquisition of rights and the use of usergenerated
content obtained in connection with
a contest.
• The impact of gift card laws and regulations on
contests, sweepstakes and other promotional
campaigns.
• Social buying web sites (e.g., Living Social and
Groupon): Promotional value vs. paid value.
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
Salon E
• 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 panelists 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
Salon F
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
MONDAY, MAY 6 (CONT’D.)
5]
Alternatives to Default: Managing
Underperforming Franchisees
Grand Salon I
• 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:
Jonathan Perlman, Equity 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
Salon G
• 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 & Gardner, P.A.
2013 IFA LEGAL SYMPOSIUM 4

MONDAY, MAY 6 (CONT’D.)
7]
Basics Track:
Registration
Dirksen
• 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, Partner, Greensfelder, Hemker &
Gale P.C.
3:00 pm – 3:30 pm
3:30 pm – 4:45 pm
Concurrent Sessions
1]
Refreshment
Break
Grand Foyer
Attracting Private Equity—What
Prompts Private Equity Interest in
Acquiring Your Network?
Rayburn
• 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
5 2013 IFA LEGAL SYMPOSIUM
2]
After the Agreements are Signed:
Post-Closing Legal and Business
Matters in International Franchise
Transactions
Salon F
• How franchisors and master franchisees can
work together to make required post-closing
filings, establish the business locally and define
their ongoing relationship.
• Examination of various post-closing filings
and approvals, including filing of the executed
franchise agreement (or a short-form version),
applications to local revenue authorities
for favorable withholding rates pursuant to
applicable tax treaties, local approvals for the
master franchisee to remit U.S. currency to the
franchisor, and visa applications for in-country
trainers.
• Review of the complexities associated with
localizing the system, including processes for
adapting the manuals, menus and marketing
materials to the local market, supply chain
issues and procedures for sub-franchisee
qualification and site and design approvals.
• How the parties can shape their ongoing
relationship by establishing clear reporting
systems and periodic marketing review and
business planning meetings.
MODERATOR:
Jeffrey Brimer, CFE, Attorney, Faegre Baker
Daniels LLP
SPEAKERS:
Thibault de Chatellus, Senior Vice President,
Jamba Juice Company
Mark Forseth, VP & Asst. General Counsel,
Marriott International
Kevin Maher, Attorney, Baker McKenzie
3]
The Continual Threat of Vicarious
Liability: Analyzing and Managing
Risk
Grand Salon I
• 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, Executive Vice President
and General Counsel, International Dairy
Queen
John Holland, Partner, Dady & Gardner, P.A.
Jim Bettner, Risk Manager, Luxottica Group
4]
Understanding and Utilizing the SBA
Financing Process
Salon G
• 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?
Salon D
See initial listing for description on page 2.
MODERATOR:
Andraya Frith, Partner, Osler, Hoskin &
Harcourt LLP
SPEAKERS:
Lee Plave, CFE, Partner Plave Koch PLC
Noah Pollack, EVP & General Counsel, Driven
Brands, Inc.
6]
A Seat at the Table – The Case
for Franchisee Advisory Councils
Salon E
See initial listing for description on page 2.
MODERATOR:
Robert Salkowski, Partner, Zarco, Einhorn,
Salkowski & Brito, P.A.
SPEAKERS:
Srini Kumar, General Manager and Senior VP,
Pearle Vision, a division of Luxottica
Roger Quinland, Partner, Gordon & Rees LLP
Jennifer Wade, Franchisee, Moe’s Southwest
Grill, Moe’s Franchisee Advisory Council
President

7]
Basics Track: Best Practices in
Franchise Administration
Dirksen
• 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
Grand Foyer
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
Chef Geoff’s
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 and is limited to 50 people.
Please visit our Registration Desk to inquire
about available space.
*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
Registration Desk Open
Grand Foyer
8:00 am – 2:30 pm
Speaker Ready Room
State
8:00 am – 8:30 am
Continental Breakfast
Grand Foyer
8:30 am – 10:00 am
General Session: Judicial Update
Grand Salons II-IV
JOYCE MAZERO
Introduction:
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.
BOBBI HOWELL GREGG RUBENSTEIN
SPEAKERS:
Bobbi Howell, Partner, Foley & Lardner
Gregg Rubenstein, Partner, Nixon Peabody
10:00 am – 10:15 am
Refreshment Break
Grand Foyer
10:15 am – 11:30 am
Concurrent Sessions
1]
Attracting Private Equity—What
Prompts Private Equity Interest in
Acquiring Your Network?
Salon D
See initial listing for description on page 5.
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
Salon E
See initial listing for description on page 5.
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
Salon F
See initial listing for description on page 5.
MODERATOR:
Kerry Bundy, CFE, Partner, Faegre Baker
Daniels LLP
SPEAKERS:
Shelly O’Callaghan, Executive Vice President
and General Counsel, International Dairy
Queen
John Holland, Partner, Dady & Gardner, P.A.
Jim Bettner, Risk Manager, Luxottica Group
2013 IFA LEGAL SYMPOSIUM 6

TUESDAY, MAY 7 (CONT’D.)
4]
Understanding and Utilizing the SBA
Financing Process
Grand Salon I
See initial listing for description on page 5.
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
Salon G
See initial listing for description on page 3.
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
Dirksen
• 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:
Rob Lauer, Attorney, Haynes and
Boone LLP
Shelly Weatherbie, Senior Counsel-Franchise,
Hilton Worldwide
7 2013 IFA LEGAL SYMPOSIUM
11:45 am – 1:00 pm
Boxed Luncheon & Roundtables
Grand Salons II-IV
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
Concurrent Sessions
1]
It’s Not All Fun and Games:
Properly Implementing Contests,
Sweepstakes, and Other Promotional
Campaigns
Salon D
See initial listing for description on page 4.
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 International
Markets
Salon E
See initial listing for description on page 4.
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
Grand Salon I
See initial listing for description on page 4.
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
Salon G
See initial listing for description on page 4.
MODERATOR:
Jonathan Perlman, Equity 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
Salon F
See initial listing for description on page 4.
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 & Gardner, P.A.
6]
Basics Track: Franchise
Litigation
Dirksen
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
Refreshment Break
Grand Foyer
2:45 pm – 4:00 pm
Concurrent Sessions
1]
The Franchise Face Lift: Mandatory
Changes to the System
Salon F
See initial listing for description on page 2.
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)
Salon E
See initial listing for description on page 2.
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
Grand Salon I
See initial listing for description on page 2.
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)
SAVE
THE DATE!
IFA's 47th Annual
Legal Symposium
May 4-6, 2014
Chicago, IL
4]
Advanced Discussion on Drafting
and Negotiation: Are Franchise
Agreements Commercially Relevant
or Lost in Another Decade?
Salon G
See initial listing for description on page 3.
MODERATOR:
Karen Satterlee, CFE, VP & Senior Counsel,
Hilton Worldwide
SPEAKERS:
Ann Hurwitz, CFE, Partner, Baker Botts LLP
Mark Friedman, Sr. VP & General Counsel,
Pinkberry
5]
Basics Track: International Expansion:
Where Do I Start?
Dirksen
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
TUESDAY, MAY 7 (CONT’D.)
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 8