Introduction

• Author: Jeffrey A. Brimer
• Pages: xxv-xxvi

xxv

Introduction

The second edition of the Franchise Law Compliance Manual retains the core and

basic organization of the first edition. Its goal remains the same—to provide a

“practical, comprehensive guide to establishing and maintaining a successful

corporate compliance program.” I have tried to cover the major areas of franchise

law practice that a corporate counsel would confront. I have also continued the

approach taken in the first edition of the Manual to have both an in-house and

outside counsel with experience in each area serve as the authors of each chapter.

Like me, some of the authors have considerable experience as both in-house and

outside counsel. The second edition reflects some of the major changes that have

taken place in the practice of franchise law. Most notably, these changes are the

revision of the Federal Trade Commission’s (FTC) Franchise Rule and the growth

of both merger and acquisition activity and international expansion. Two chap-

ters—chapter 3 on records management and chapter 4 on franchise agency

issues—have been combined into one chapter, Franchise System Operational

Issues (chapter 3). Two new chapters—chapter 6, Mergers and Acquisitions of

Franchise Systems, and chapter 7, International Franchising—have been added.

Chapter 1, Intellectual Property Rights, is substantially the same as it was in

the first edition, but reflects the increasing importance of intellectual property

rights to franchisors. This chapter also adds a discussion of international trade-

mark registration and addresses the growing importance of the Internet and the

impact it has had on intellectual property rights. Bill Finkelstein continues as an

author of this chapter, except his role changed from that of the in-house counsel

to outside counsel. Sherin Sakr, the new in-house counsel author of chapter 1,

brings significant international franchising experience from both an in-house and

outside counsel perspective. This chapter again has a significant number of forms

and checklists to help both in-house and outside counsel manage an intellectual

property portfolio.

By contrast, chapter 2, Franchise Disclosure and Sales Compliance, has

undergone the most substantial changes—a reflection of the adoption of the new

Franchise Rule by the FTC in 2007 and revisions to the North American Securi-

ties Administration Association's Uniform Franchise Offering Circular Guide-

lines to correspond to the new FTC Rule—a process that was underway when the

first edition was being written. Leslie Curran, Mark Forseth, and Karen Spencer

have included a significant number of new checklists and forms to help guide the

user in the development and maintenance of franchise disclosure documents and

developing compliance programs.

As noted above, chapter 3, Franchise System Operational Issues, is the com-

bination of two chapters from the first edition. The issues addressed by the

authors reflect the increase in the number and types of issues that in-house coun-

sels confront in the day-to-day management of the legal affairs of a franchise

company. While records management and agency issues are still important

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