Franchise Law, Distribution and E-Commerce

Overview

Tannenbaum Helpern's Franchise Law, Distribution and E-Commerce practice offers creative solutions to the legal issues arising in the delivery of goods and services domestically and globally. Tannenbaum Helpern attorneys bring to bear decades of experience in all aspects of the distribution of goods and services in the global economy, including franchised systems and non-franchised distribution networks, through licensing, traditional distribution methods, and modern e-commerce systems.

We recognize that the distribution and marketing of goods and services are central to a company’s business mission. To provide practical, effective and efficient legal counsel in this critical area, Tannenbaum Helpern attorneys recognize the need to understand the business needs and objectives, industry structure, and management culture of each client to provide prompt problem solving when issues arise. Tannenbaum Helpern attorneys are intimately familiar with the myriad laws and regulations affecting franchise and distribution. Our practice chairs are among the leading voices in the field, each having over four decades of experience. Co-Chair Joel A. Klarreich submitted the 13th offering circular ever filed in the State of California, in the earliest days of franchising, and Co-Chair Drew Jaglom chaired the annual American Law Institute-American Bar Association Course of Study on Product Distribution and Marketing for over twenty-five years and is a regular speaker on distribution issues at programs presented by the International Section and the Business Law Section of the New York State Bar Association, both of which he chaired.

Distribution

Tannenbaum Helpern attorneys have assisted clients in establishing distribution networks, and have negotiated distribution and supply agreements and joint ventures, both domestically and internationally, in a wide variety of industries, from alcoholic beverages and soft drinks to pinball machines, from fragrances to watches, and from computer software to staffing services. Our clients operate at all levels of the distribution chain, from manufacturing and importing, through distributors and dealerships, to retailers and other direct marketers.

Franchising

Tannenbaum Helpern provides clients with efficient and practical guidance in the complicated and heavily regulated realm of franchising. Tannenbaum Helpern attorneys have extensive experience in developing plans for franchise programs, drafting franchise and disclosure documents, providing pre-sale registration and generally working within the regulatory framework affecting franchising activities. Our attorneys engage in dispute resolution between franchisors and franchisees and, if necessary, represent our clients in arbitration or litigation to resolve disagreements.

As e-commerce has become an important force in the distribution of goods, Tannenbaum Helpern has helped clients negotiate distribution arrangements with internet-based vendors, taking into account the often complex jurisdictional and regulatory compliance issues arising from the global reach of e-commerce sales, has negotiated equity participation for clients in new online B-2-Band B-2-C ventures, and has assisted clients in establishing their own e-commerce presence.

Tannenbaum Helpern lawyers are experienced in educating client personnel to recognize and understand legal issues, and in establishing legal compliance programs, so as to enable Firm clients to navigate their way through the international thicket of antitrust and competition, intellectual property, consumer protection, and other legal regulations governing their distribution businesses, while minimizing their legal risks.

Representative Services

• Acquisition and sale of distribution rights and of distribution and franchising businesses, including:
  • Structuring and planning mergers and acquisitions and attention to other corporate matters unique to franchising and distribution.
• Structuring franchise and distribution networks, including:
  • Development of new franchise programs and assistance to franchisors in expanding lines of business.
  • Drafting franchise agreements and offering circulars and related documentation.
  • Pre-sale registration and regulatory issues facing the franchise arrangement.
  • Guidance during the franchise sales process continuing throughout the relationship.
  • Operational matters facing the franchisee and the franchisor.
  • Negotiating and drafting distribution agreements with foreign and domestic suppliers and distributors.
  • Assisting in the establishment and restructuring of domestic and international distribution agreements.
• Assisting in the development of e-commerce distribution of goods and services, both with outside online distribution providers and internally.
• Negotiating and drafting trademark and technology license agreements as a means of expanding distribution.
• Representing franchisors, franchisees, suppliers and distributors in litigation of termination disputes and other dispute resolution services.

Representative Clients

• Staffing and personnel placement firms
• Home health care businesses
• Beer distributorships
• Soft drink bottlers
• Wine and spirits importers and distributors
• Leading food purveyors
• Leading restaurateurs
• Fragrance distributors
• Technology manufacturers and licensors
• Trademark licensors and licensees
• Manufacturers and distributors of a variety of industrial and consumer products

Selected Accomplishments

• Combined two leading New York beer distributors and their supplier and distribution relationships in a transaction that created the third largest beer wholesaler in the nation.
• Represented major beer distributors and soft drink bottlers in numerous transactions for the purchase or sale of distribution territories and businesses.
• Advised Fortune 500 telecommunications equipment manufacturer, leading home construction materials manufacturer and leading automotive battery distributor in restructuring their distribution systems.
• Represented major franchisor in sale of its entire business to investors.
• Advised leading soft drink bottlers and beer distributors on addressing the issues posed by growing e-commerce sales to their exclusive distribution rights and Bottle Law obligations
• Won summary judgment enforcing restrictive covenant and liquidated damages provisions of franchise agreement.
• Represented distributors of a major beer brand in selling their businesses to the brewer.
• Represented foreign-based worldwide distributor of duty free merchandise in licensing rights to use the name and trademarks of a well-known men's magazine worldwide to develop and market a line of alcoholic beverages.