Introduction

• Author: Christina Noyes and Leonard Vines
• Pages: xxix-xxx

xxix

Since the rst edition of this book was published in 1996, mergers and acquisitions

have proliferated. In particular, private equity rms have become rmly estab‑

lished as major players in franchising, and their activity continues to abound. For

example, as this manuscript was submitted to the publisher, private equity rm,

Roark Capital Group, which also owns, among other brands, Arby’s, Cinnabon,

Auntie Anne’s, and Massage Envy, acquired CKE Inc., the parent of the Hardee’s

and Carl’s Jr. fast food chains, from Apollo Global Management.

The issues surrounding franchise mergers and acquisitions uniquely affect not

only the selling and target companies, but also the third‑party community of sub‑

franchisors, area representatives, and franchisees. Although this book contains

general information regarding mergers and acquisitions and franchise regulation,

it is intended to focus on franchise‑specic issues and serves as a primer to both

franchise practitioners as well as those who are not versed in the area. Many

complex practical and legal issues may not be recognized by an attorney who

lacks expertise in franchise law. The team of attorneys handling the transaction

for either party should include a seasoned franchise lawyer.

This edition has been greatly expanded and now includes entirely new chapters

on negotiating the purchase and sale agreement, bankruptcy, valuation, and inter‑

national issues. Other topics include practical problems associated with buying

or selling a franchise company, due diligence in the acquisition of a franchising

company, real estate and trademark considerations, and tax issues affecting merg‑

ers and acquisitions in franchising. The appendices contain helpful checklists

and sample forms. The forms are intended as guides to alert the practitioner to

issues he or she should deal with in the transaction. As with any form, lawyers

should adapt each form to the particular client’s situation. In addition, applicable

state and federal law must be examined and forms modied accordingly.

Many issues involving mergers and acquisitions of a franchising company are

specic to franchising, while many other issues are the same as or similar to

those involving mergers, acquisitions, and leveraged buyouts of other types of

businesses. For example, a transaction may involve securities, antitrust, banking,

Introduction

Christina Noyes and Leonard Vines

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