AuthorDeborah S. Coldwell
The rst edition of Mergers & Acquisitions of Franchise Companies was published
in 1996. In the 18 years since, many merger and acquisition issues have remained
the same, but many have changed and several new issues have arisen. This sec‑
ond edition addresses them all.
What has changed and what new issues have appeared? First, there has been
an explosion of mergers and acquisitions—by global companies and by private
equity. That means more practitioners have participated in and handled mergers
and acquisitions of a franchise company over the past two decades. Second, there
has been a rapid expansion of international work in this area. Most transactional
lawyers have had to become familiar with how to broker an international deal
or a deal with international aspects. Third, more franchise companies, including
large franchisees, are purchased out of bankruptcy than ever before. The sec
ond edition of this book now covers all of these topics in new chapters including
bankruptcy, valuation, and international issues.
What remains the same? The bottom line basics have not changed. The skill‑
ful lawyer must still understand the practical problems associated with buying
and selling a franchise company, the due diligence required, the extra layer of
challenges that exist related to developers, subfranchisees, and franchisees in a
system, and the many trademark and real estate considerations at play.
As with the other scholarly works prepared by the Forum on Franchising,
this single publication ably covers franchise‑specic issues in a precise subject
area. And, as with all of our publications, this book did not arise in a vacuum.
Therefore, I want to thank the many Forum members associated with this edi
tion. First and foremost, I recognize and thank Christina Noyes and Len Vines,
the editors of the second edition. Len was the editor of the rst publication and
we appreciate his steady guidance through the preparation and production of
the second one. I also commend Karen Satterlee, the current Forum Publica
tions Ofcer, and Jamila Granger, the liaison to the Publications Committee, who
assisted in getting the book past the nish line. I also applaud the efforts of the
chapter authors—John Baer, Jeff Brimer, William Bryner, Chris Bussert, Harris
Chernow, Michael DeLaurentis, Richard Greenstein, Lucie Guyot, Herbert Hed
den, Mark Kirsch, Beata Krakus, Matthew Kreutzer, Ken Levinson, Judith Marsh,
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