AuthorJeffrey A. Brimer
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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