AuthorChristina Noyes and Leonard Vines
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,
Christina Noyes and Leonard Vines
Vines_Mergers_20140521_13-42 FINAL.indd 29 6/3/14 1:26 PM

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