Preface to the First Edition

AuthorSteven M. Goldman
Preface to the First Edition
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 manual
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 project
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 Compliance
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 compliance
programs that would help protect the franchisor’s property, limit liability, 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 corporate
counsel, who must frequently work in tandem to achieve the legal and business
objectives of franchisors. Similarly, the preparation of each chapter represented 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
Bret Lowell, a former Chair of the Forum on Franchising, join as an editor. Our
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