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Franchise Law, Distribution and E-Commerce

Tannenbaum Helpern's Franchise, Distribution and E-Commerce practice group offers creative solutions to all manner of distribution issues. Our partners bring to bear their decades of experience in all aspects of the distribution of goods and services in the global economy, including franchised systems and non-franchised distribution networks, through licensing, using traditional distribution methods and modern e-commerce systems.

We recognize the critical need to understand the business needs and objectives, industry structure, and management culture of each client before we can provide practical advice in an area as central to the business mission as distribution and marketing. We also recognize the importance of prompt problem-solving when issues arise in the day-to-day sales, distribution and licensing activities of our clients.

Department Co-Chair Joel A. Klarreich has practiced franchise law for over thirty years. He submitted the 13th offering circular ever filed in the State of California, in the earliest days of franchising.

Department Co-Chair Drew Jaglom has practiced distribution and marketing law for over twenty-five years, He has chaired the annual American Law Institute-American Bar Association Course of Study on Product Distribution and Marketing since 1987 and is a regular speaker on distribution issues at programs of the International Law and Practice Section of the New York State Bar Association.

In the field of franchising, we provide clients with efficient and practical guidance in this complicated area. We have extensive experience in developing plans for franchise programs, drafting franchise and disclosure documents, providing pre-sale registration and generally working within the regulatory framework affecting franchising activities. We engage in dispute resolution between franchisors and franchisees and, if necessary, represent our clients in arbitration or litigation to resolve disagreements.

In addition, our partners have assisted clients in establishing distribution networks, and have negotiated distribution and supply agreements and joint ventures, both domestically and internationally, in a wide variety of industries, from alcoholic beverages and soft drinks to pinball machines, from fragrances to watches, and from computer software to staffing services. Our clients operate at all levels of the distribution chain, from manufacturing and importing, through distributors and dealerships, to retailers and other direct marketers.

As distribution has moved into cyberspace, we have helped our clients negotiate distribution arrangements with Internet-based vendors, taking into account the often complex jurisdictional and regulatory compliance issues arising from the global reach of Internet sales, have negotiated equity participation for our clients in new Internet B to B and B to C ventures, and have assisted our clients in efforts to establish their own Internet presence.

Our lawyers are experienced in educating client personnel to recognize and understand legal issues, and in establishing legal compliance programs, so as to enable our clients to navigate their way through the international thicket of antitrust and competition, intellectual property, consumer protection and other legal regulations governing their businesses, so that they can achieve their business objectives while minimizing their legal risks.

Representative Services

  • Structuring franchise and distribution networks, including:
    • Development of new franchise programs and assistance to franchisors in expanding lines of business.
    • Drafting franchise agreements and offering circulars and related documentation.
    • Pre-sale registration and regulatory issues facing the franchise arrangement.
    • Guidance during the franchise sales process continuing throughout the relationship.
    • Operational matters facing the franchisee and the franchisor.
    • Negotiating and drafting distribution agreements with foreign and domestic suppliers and distributors.
    • Assisting in the establishment and restructuring of domestic and international distribution agreements.
  • Acquisition and sale of distribution rights and of distribution and franchising businesses, including:
    • Structuring and planning mergers and acquisitions and attention to other corporate matters unique to franchising and distribution.
    • Planning for the special tax issues arising in the distribution context.
  • Negotiating and drafting trademark and technology license agreements as a means of expanding distribution.
  • Assisting in the development of e-commerce distribution of goods and services, both with outside Internet distribution providers and internally.
  • Representing franchisors, franchisees, suppliers and distributors in litigation of termination disputes and other dispute resolution services.

Representative Clients

  • Staffing and personnel placement firms
  • Home health care businesses
  • Beer distributorships
  • Soft drink bottlers
  • Wine and spirits importers
  • Leading food purveyors
  • Leading restaurateurs
  • Fragrance distributors
  • Technology manufacturers and licensors
  • Trademark licensors and licensees
  • Manufacturers and distributors of a variety of industrial and consumer products

Selected Accomplishments

  • Combined two leading New York beer distributors and their supplier and distribution relationships in a transaction that created the third largest beer wholesaler in the nation.
  • Advised Fortune 500 telecommunications equipment manufacturer, leading home construction materials manufacturer and leading automotive battery distributor in restructuring their distribution systems.
  • Represented major franchisor in sale of its entire business to investors.
  • Won summary judgment enforcing restrictive covenant and liquidated damages provisions of franchise agreement.
  • Represented distributors of a major beer brand in selling their businesses to the brewer.
  • Represented foreign-based worldwide distributor of duty free merchandise in licensing rights to use the name and trademarks of a well-known men's magazine worldwide to develop and market a line of alcoholic beverages.
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Tannenbaum Helpern Syracuse & Hirschtritt LLP provides legal advice only to individuals or entities with which it has established an attorney-client relationship and such advice is based on the particular facts and circumstances of each matter. Contacting us through this site, or otherwise, will not establish an attorney-client relationship with us. Any e-mail or other communication sent to THSH or its lawyers through this site will not be treated as subject to the attorney-client privilege or as otherwise confidential and you should not include any confidential information in any such communication.