Epstein Becker Green's Franchising, Distribution & Dealership Group understands that the purchase or sale of a company whose business is franchised has unique issues and risks beyond those encountered in a typical business acquisition, disposition, merger, or transfer transaction. Accordingly, we structure purchase and sale transactions to meet our clients' business objectives while minimizing their risks.

The Franchising, Distribution & Dealership Group represents franchisor and franchisee clients of all sizes in a wide range of transactions, including:

• Single-unit and portfolio acquisitions and dispositions
• Real estate purchase, sale, and leasing transactions
• Co-branding arrangement negotiations
• Conversions of non-branded businesses to franchised units
• Terminations of counseling, including transfer consents and termination notices
• For businesses considering becoming franchisees, the Franchising, Distribution & Dealership Group:
• Conducts due diligence reviews of the franchise disclosure document (FDD), the franchise agreement, and related documents, identifying unfair provisions requiring renegotiation
• Advises on forming the appropriate legal entity to run the franchised business
• Negotiates with the franchisor on renewals of existing franchise agreements
• Drafts third-party agreements (involving independent contractors, suppliers, and others) and employment, confidentiality, and non-compete contracts
• Represents the franchisee in all real estate matters

In sales transactions, we draft and negotiate the documents needed to close the sale, while making sure that the seller won't have continuing obligations after the closing date. For franchisee-sellers, we also obtain the necessary franchisor and landlord consents to the sale. And for franchisor-sellers, we prepare the assignment of the franchise agreement, leases, and other related documents and ensure that all post-closing business assets and liabilities shift to the franchisee.

Representative Matters

• Represented a franchisee in the purchase of several portfolios of fast food restaurants from the franchisor
• Advised a multi-location franchisee in creating a corporate structure that separated the real estate assets from the operations-related assets pursuant to a master lease agreement
• Represented a leading wireless carrier in various sale transactions to expand its company-owned and franchisee/licensee-operated locations throughout the Southeastern United States
• Represented a Georgia-based fast-food franchisee in a $1.5 million transaction and a related $1.3 million loan for the purchase of two additional restaurants
• Advised a franchise client in the refinance of its real estate portfolio consisting of 20 stores