AuthorJeffrey A. Brimer
When I was asked to undertake the task of editing the second edition of the Fran-
chise Law Compliance Manual by Andy Scott, who was then the Publications
Officer of the Forum on Franchising, it caused me to reflect on the development
of the first edition, which was edited by my good friends, Steve Goldman and Bret
Lowell. As Rick Asbill, then the Chair of the Forum, noted in his Foreword and
Steve noted in his Preface, I was a member of the Corporate Counsel Steering
Committee when the first edition was being developed and had a role in the
development of the first edition of the Manual. A lot has occurred since then—I
succeeded Steve as Director of the Corporate Counsel Division in 1998 and
moved up to the Governing Committee two years later, where I served until 2005.
Steve and I also co-chaired the 2002 Annual Forum on Franchising in Scottsdale,
Arizona—the 25th Anniversary of the Forum.
The first edition of the Franchise Law Compliance Manual has proven to be
one of the most used publications of the Forum on Franchising. Even though I left
my position as an in-house counsel nearly eight years ago, I still regularly consult
the Manual when I am need of a quick way to learn about an area of franchise law.
But a lot has changed in franchising and franchise law since the publication of
the first edition. In the 11 years that have passed, the most notable development
was the issuance of the new Franchise Rule by the Federal Trade Commission
(FTC), which was followed closely by an update to the North American Securities
Administrators Association (NASAA) Guidelines. Although the new FTC Fran-
chise Rule was in development when the first edition was published, the Staff
Report was not issued until 2004, the Rule did not become effective until 2007,
and the NASAA Guidelines were not updated until 2008. These developments,
by themselves, warranted an update to the Manual.
Other developments in franchising also had an impact on the usefulness of
the Manual. When the first edition was published, only a handful of large franchi-
sors engaged in international franchising. Now, many franchisors, including
those with only a few units in the United States, see great opportunities overseas.
The Forum responded to this development with the publication in 2001 of a com-
panion to the Manual—the Fundamentals of International Franchising—which
was also edited by Steve Goldman along with Rick Asbill. A second edition to
this book is currently being edited by Will Woods. We have addressed interna-
tional franchising in a new chapter devoted to this subject and in changes to other
chapters, including the first chapter on intellectual property.
Finally, one of the most significant developments that have affected franchis-
ing in the twenty-first century has been the recession, which began in 2008 and
whose effects continue as of the publication of this second edition. Its major
impact has been the significant reduction in the willingness of financial institu-
tions to lend money to franchisees to start new franchise businesses and add
additional units. As a result, many established franchisors have seen a significant
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