Preface

• Author: Steven M. Goldman, H. Bret Lowell.

Preface

The publication of The Franchise Law Compliance Manual marks a significant

milestone in the growing field of franchise literature. The ABA Forum on Fran-

chising’s Corporate Counsel Division, under the leadership of its then-Director,

Kathleen Callahan Anderson, first conceived of the idea for a compliance man-

ual for franchise counsel. The idea was to focus on the general areas of corporate

practice, such as labor and environmental law. When I became Director of the

Corporate Counsel Division, Kathleen was a member of the Forum Governing

Committee and encouraged me to pick up the project. I was not excited by the

project initially, but Kathleen had a contagious enthusiasm.

As I thought about the project and discussed it with Kathleen, we realized

that there was a need for a book specific to franchise law that would assist the

lawyer new to advising a franchise company as general counsel or in-house coun-

sel. That lawyer needed a guide not only on how to solve an ad hoc problem, but

also on how to organize a company’s compliance programs to proactively address

the issues specific to franchising. There were compliance manuals for the gener-

alist and, although other books on franchising have focused on specific issues

such as registration and disclosure, mergers and acquisitions, and trademarks,

there had not been a substantial treatment of the compliance aspects of franchise

law. No single publication identified the scope of franchise law compliance

issues, nor was there any uniform guidance on how these issues should be

approached. The Steering Committee of the Corporate Counsel Division took up

the challenge to fill this void. We agreed on the topics and, at the suggestion of

Jeff Brimer, who was then a member of the Steering Committee, to give the proj-

ect a “dry run” at the annual Forum program. Each of the chapters was presented

as a series of papers and discussed at “roundtables” as a mini-program at the 20th

Annual Forum of the ABA Forum on Franchising in Colorado Springs, Colorado.

Entitled “How to Develop and Implement a Franchise Corporate Compliance

Program,” these papers formed the foundation for The Franchise Law Compli-

ance Manual. From the outset of this project, we determined that this Manual

should be a working reference for franchise lawyers to establish day-to-day com-

pliance programs that would help protect the franchisor’s property, limit liabil-

ity, and prepare for and limit the inevitable tensions in a franchise system. To this

end, we decided that this Manual could only be truly useful if it were prepared

from the perspective of both in-house franchise attorneys and their outside cor-

porate counsel, who must frequently work in tandem to achieve the legal and

business objectives of franchisors. Similarly, the preparation of each chapter rep-

resented a collaboration between in-house and outside counsel (though, by the

time this manual went to press, some of the authors’ positions had changed).

We also realized that in preparing the Manual the editing needed the same

outside counsel perspective as the authors, and we were fortunate enough to have

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