Our key
franchising services
Our key franchise services includes:
Advising on a concept’s suitability for
franchising
Based on our extensive industry experience we advise businesses
on whether their concept, format and know how is suitable for
franchising – either domestically or internationally. For
more information on some of the key elements required for a
franchise business see our "Franchise
requirements" section.
Strategic advice and risk assessment of
franchising in the UK and international
territories
As a significant proportion of our franchise work is
international and due in part to our own international offices and
affiliated offices throughout the EU, we are able to assist clients
with assessing both the legal and commercial risks of expanding
their businesses into international territories. This
includes advising on franchise specific elements such as
pre-contractual disclosure, local registration and translation
requirements, and related issues such as tax structuring,
repatriation of royalty monies overseas and commercial issues such
as potential partner due diligence and real estate
availability. For a summary of the franchise legal
requirements in the EU, please see the European disclosure and registration
requirements.
Franchise documentation
review and critique
A number of existing UK and international franchise businesses
already have franchise documentation including the franchise
agreement and promotional documentation. Promotional
documentation includes the materials used by the franchisor to
recruit developers, masters and unit franchisees as well as the
advertising and marketing materials used to promote the products
and services. The promotional documentation may innocently (or
deliberately!) contain statements which could constitute potential
misrepresentations by the franchisor or the marketing materials may
be in breach of domestic or international advertising legislation
or codes.
The franchise agreement may too contain hidden problems for the
franchisor. These ticking time bombs will only be further
cloned as the franchisor grows and rolls out its concept. We
regularly review UK and international franchise businesses’
existing documentation from a “fresh pair of eyes”
perspective. Following our review, we provide clients with a
menu of options tailored to their budgets and needs to address the
legal and commercial issues we have identified.
Drafting pilot, unit, master, regional and
developer franchise agreements
Having ascertained whether a concept is suitable for franchising
and undertaken a strategic risk of analysis of the potential
territories that a business is looking to expand into, we will work
with the franchisor to determine the most appropriate legal and
commercial structure. For small start up UK businesses the
concept may not be ready for a full franchise launch. If this
is the case we will recommend the franchise conducts a pilot
operation. We will work with the franchisor to prepare the
pilot franchise agreement. Where the concept is ready for either a
UK or international roll out, depending on the structure, we can
draft the relevant franchise documentation, including master,
developer, regional, multiple, operating and unit agreements.
Structuring and drafting operating manuals
A well structured and detailed operations manual is an important
tool for a franchise business. It captures critical know-how
and sets out how the business format is to be replicated and
operated.
We work with businesses to structure, collate and present
appropriate commercial and operational information in a readily
digestible format. We also ensure that the appropriate
confidentiality safeguards are in place.
UK roll out
programmes
Assisting both established UK businesses looking
to franchise and new/start up Owner/Manager franchisors with a roll
out of their franchise concept needs careful management. Our
extensive team of franchise advisers who cover both the core
franchise related aspects and the related areas such as brand
protection, real estate, data protection and employment are
experienced at advising upon and guiding businesses through
their UK roll out.
Identify and introducing potential international master
franchisees and developers
Through our international offices and our experience of
international transactions, we have built up a network of contacts
capable of partnering with businesses in international
jurisdictions. This way we can assist companies to identify
partners who understand international franchising, thereby reducing
risks and time and effort on our client’s behalves.
Advising of localisation of concepts
Working with businesses we can identify legal, commercial and
cultural issues which may require business models and formats to be
adapted for particular international markets. Based on our
experience of international franchise ventures, businesses who
localise and adapt their concepts are more readily accepted at a
local level thereby increasing their brand goodwill. This
enables them to grow and develop their businesses in a culturally
sensitive manner.
Advising on International Pre-contractual disclosure and
registration requirements
Due to our extensive experience of assisting businesses expand
internationally we can advise franchisor’s of the important legal
and administrative requirements which certain countries require
prior to the roll out or discussion of commercial terms
(link to European disclosure
table). Working with the franchise business we
can assist in the preparation of the pre-contractual disclosure and
registration documentation.
Negotiating master franchise and developer
agreements
Having assisted clients with the structuring and drafting of
their franchise documentation, we regularly assist clients with the
legal and commercial negotiations for the conclusion of a domestic
or international transaction.
International roll-out programmes
In our experience an international roll-out is best managed
through a phased programme. We are able to assist clients by
constructing and advising upon an appropriate territory roll-out
plan which ties in with both the brand protection programme and
the commercial demands and requirements of their
businesses. We are also able to identify and introduce
potential master franchisees and developers to partner with
businesses.
Drafting non-disclosure, confidentiality, commitment and
guarantee agreements
In addition to the core franchise documentation and depending on
the negotiations and the structure for the transaction, supporting
documentation which helps protect the franchisor’s know how,
confidential information and financial position may be
required. We can therefore advise upon and draft key related
documentation such as non disclosure agreements, undertakings of
non competition and confidentiality, corporate and personal
guarantees and indemnities and commitment and confidentiality
agreements.
Negotiating subordinated equity agreements and
management agreements
For legal, commercial or tax reasons (or a combination of the
three) businesses may decide to grant franchise rights via a
subordinated equity company i.e. the business itself has a
shareholding in the new company. We can advise businesses on
the appropriateness of such structure and also assist by drafting
the subordinated equity agreement.
Franchise dispute resolution including class
actions
We have wide experience of UK domestic disputes with particular
expertise in injuncting former competing franchisees. We
recognise the importance of a costs-benefit analysis of any
potential dispute and work with clients to ensure that they achieve
their strategic aims in the most cost effective way. We have
acted for franchisee groups and negotiated successful franchisee
group exits and buy outs.
We are believers in alternative dispute resolution (ADR) in the
right cases and at the right strategic moment and have considerable
experience of acting as advocates in mediations to ensure the best
possible result for our clients.
We also have arbitration expertise on an international, as well
as a domestic scale.
Franchise dispute avoidance strategies
Just as important as knowing how to deal with a dispute when it
arises, is minimising the risk of disputes and ensuring that the
franchise business is protected in the best possible way when one
does arise. With our extensive dispute experience and the
backing of our expert transactional team, we work with clients on
their recruitment documentation, advertising and promotional
materials, franchisee recruitment days, pre-contractual disclosure
documents and sales pitches to ensure that our clients are not
exposing themselves to misrepresentation or breach of contract
claims and are well protected when one does arise.
Exit strategies - Franchise Flotations, Franchise
Network Acquisitions and Sales, MBOs and MBIs
As the franchise network begins to grow - both domestically and
internationally one important issue for businesses and franchisors
to consider and keep in mind, is the exit strategy, e.g. a
flotation, a sale, a management buy-out or management
buy-in. The issue of the exit strategy is something which
ideally should be considered prior to the grant of franchise
rights, as it will affect the structuring of the franchise and in
particular key franchise documentation. Many franchisors and
businesses do not however consider their exit strategy at the
inception and therefore Field Fisher Waterhouse’s franchise team
can assist businesses and existing franchisors (as well as
businesses looking at franchising as an expansion vehicle) with
restructuring their model in preparation for the appropriate
exit. Field Fisher Waterhouse’s franchise and corporate teams are well experienced at handling
such matters.
Social franchising and corporate social
responsibility
Field Fisher Waterhouse has pioneered the development of social
franchising using the franchise model to construct and assist
innovative concepts such as the Hidden Art franchise - a charity
which promotes the work of young newly emerging designers and the
Pecan franchise, a charity that repairs and recycles damaged and
unwanted furniture for the less fortunate members of society. We
are committed to corporate social responsibility and see the
immense potential of franchising as a tool for positive social
engagement and intervention.
One-to-one and sector focused workshops
We hold sector focused and one-to-one workshops for businesses
on a range of franchise/sector related topics including retail,
hotels, food and beverage and how to avoid, manage and handle
disputes.
The one-to-one and sector focused workshops are in addition to
our FFW franchise
seminars.
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