38TH
Forum on FRANCHISING
ANNUAL FORUM ON FRANCHISING
Forum on FRANCHISING
Forum on FRANCHISING
The Soul of
Franchising
October 14-16, 2015
Sheraton New Orleans Hotel New Orleans, LA
Dear Colleagues and Friends:
Don’t miss the 38th Annual Forum on Franchising in New Orleans on October 14-16, 2015. The Forum on Franchising’s
annual three-day conference, this year in New Orleans, offers the best in franchise educational programs and collegial
social events. CLE and networking opportunities are unparalleled.
You can find all the details about this year’s program in one of the world’s most iconic cities at the online meeting
website or on the Forum’s mobile app, both now available.
We look forward to seeing y’all in New Orleans!
Program Co-Chairs:
Andrew Loewinger
Nixon Peabody LLP
Tami McKnew
Smith Moore Leatherwood LLP
HOTEL RESERVATIONS
The Forum on Franchising has negotiated
a special room rate of $229 per single/double
room at the Sheraton New Orleans Hotel. A 13%
sales tax will also apply per night.
You may call the hotel directly at 504-525-2500.
Be sure to mention the ABA 2015 Forum on Franchising
Meeting or register online at bitly.com/fr15-sheraton.
We have reserved a limited block of rooms through
September 21, 2015. After this date, the hotel will
assign rooms on a space available basis. All changes
and cancellations to hotel reservations must be made
within 72 hours of the scheduled day of arrival to avoid
a one night's cancellation charge.
For more information and online registration, go to the meeting website:
ambar.org/souloffranchising
INTENSIVES AND PLENARIES
Intensive #1 Fundamentals of Franchising
This program provides a comprehensive overview of franchise law for
those who want a thorough introduction to this field, as well as those
who want a refresher on one or more areas of franchise law practice.
Join our top-notch experts who will present on structuring a franchise,
disclosure and registration requirements, defining and protecting a
franchise system’s intellectual property, franchise relationship laws,
antitrust considerations, representation of franchisees, and international
topics. Each attendee will receive a copy of the new 4th edition of The
Fundamentals of Franchising.
Corby Anderson, Nexsen Pruet
Chris Bussert, Kilpatrick Townsend & Stockton LLP
Leslie Curran, Plave Koch PLC
Ron Gardner, Dady & Gardner, P.A.
Allan Hillman, Kern and Hillman LLC
David W. Oppenheim, Greenberg Traurig LLP
Will K. Woods, Baker & McKenzie LLP
Intensive #2 International Franchising 201
The pace of international expansion continues to accelerate for
franchisors worldwide. This intensive program will provide an interactive
forum for the discussion of the most salient issues faced by franchisors in
their international expansion. The panel will cover such bedrock issues
as deciding to go international; structuring the international franchise
transaction; securing intellectual property protection; identifying
and addressing local laws (including data privacy and competition);
and working with local counsel. The program will also provide an
opportunity for in-depth discussion of selected topics through interactive
roundtables with the speakers and for discussion with non-US counsel
on regional issues of interest to the attendees. Each attendee will
receive a complimentary copy of their choice of one of the following
two books published by the Forum on Franchising: The Fundamentals
of International Franchising (Second Edition) or the recently updated
International Franchise Sales Laws (Second Edition).
Susan Upton Douglas, Fross Zelnick Lehrman & Zissu, P.C.
Marco Hero, PF&P Rechtsanawalte
Kerry Olson, International Dairy Queen, Inc.
Larry M. Weinberg, Cassels Brock & Blackwell LLP (Moderator)
Tuesday Night International Dinner
All intensive international program registrants from the U.S. and
around the world are invited to begin their NOLA Forum experience
at a wonderful New Orleans restaurant for Tuesday night dinner and
networking, in a relaxed setting. This complimentary dinner is for
international intensive registrants only.
Intensive #3 Corporate Counsel Summit: Managing the Franchise System
Join your in-house colleagues for a lively and instructive conversation
led by an outstanding group of in-house lawyers from companies of
various sizes and in different industries. This unique program is a mustattend for corporate counsel - a rare opportunity for an open forum
on managing the legal issues and needs of a franchise system from
the inside. One hour will be devoted to ethical issues, specifically the
attorney-client privilege in a corporate environment and the impact
of the Rules of Professional Responsibility mandating the protection of
client confidences. (Corporate Counsel Only) [Ethics Credit requested]
Other topics will include:
• Franchise relations and compliance – developing and maintaining compliance programs, e-disclosure, impact policies, encroachment and best practices in compliance
• Working with outside counsel – managing outside counsel and alternate fee arrangements
• Franchise administration – due diligence, transfers, assignments
and renewals
Nancy G. Gourley, LQ Management LLC
Michael S. Levitz, The Haagen-Dazs Shoppe Company, Inc.
Jeremy Liebman, Shelf Genie
Alison C. McElroy, Lift Brands, Inc. (Moderator)
Marc Merriweather, Wyndham Worldwide Corporation
Plenary #1 Annual Developments
The Forum’s signature event! Join your colleagues for a thoughtful,
comprehensive and lively review of the year’s key judicial and legislative
developments affecting franchising and distribution.
Fredric A. Cohen, Cheng Cohen LLC
Peter C. Lagarias, Lagarias & Napell, LLP
Plenary #2 Franchising Reconsidered: Will the NLRB Fundamentally
Change the Franchise Industry?
The NLRB Office of General Counsel has authorized issuance of
complaints against a well-known franchisor and its franchisees for
alleged violations of employees’ rights under a joint employer theory.
Underlying these complaints is a theory in The Fissured Workplace of
the employment relationship that challenges the franchise model
and expands the principles of vicarious liability. Is there merit in these
claims? Come hear our speakers discuss the substantive grounds for
treating franchisors as co-employers of their franchisees’ employees.
Richard F. Griffin, Jr., General Counsel, U.S. National Labor Relations Board
Eric H. Karp, Witmer, Karp, Warner & Ryan LLP (Co-Moderator)
Jonathan Solish, Bryan Cave LLP (Co-moderator)
Dr. David Weil, U.S. Department of Labor Wage and
Hour Administrator
WORKSHOPS
W-1 Data Breach: Now What
Your franchisor or franchisee client discovers that a hacker may have
accessed its computer system and downloaded or compromised
sensitive customer and employee data. This panel will discuss actions
to remedy the breach; secure electronic systems; assess the extent
of the breach; communicate with affected customers, vendors and
governmental authorities; and minimize long-term exposure and
potential claims by third parties. This workshop will emphasize the
complexities of these issues in a multi-tier franchise system, where data
may exist in multiple locations or may be controlled by third parties,
and where data ownership is unclear.
Genevieve Beck, International Dairy Queen, Inc.
Erin Nealy Cox, Stroz Friedberg
Jim Goniea, Wiggin and Dana LLP
W-2 Pressure Points in Franchise Litigation
Franchise litigation and arbitration require careful thought and
planning, as well as agility. This mid-level workshop will discuss
methods to identify, create or react to pressure points during litigation.
As a case progresses, pressure points will develop that require a
change in strategy or present an opening for resolution. These
opportunities often occur during different stages in a case: before
litigation begins or the filing fee is paid; during a status conference
with the court or arbitrator; when a key deposition is taken; after filing
a motion for summary judgment or summary disposition; or on the
eve of trial or the final hearing. Join our experienced trial lawyers in
exploring strategic turning points in a franchise case.
Deborah S. Coldwell, Haynes and Boone LLP
Michael Einbinder, Einbinder & Dunn LLP
W-3 Stop the Bleeding: Affirmative Injunctive Relief and Other
Non-traditional Remedies
A franchisee sells unauthorized brands; refuses to comply with system
standards; receives a termination letter; sets up a rogue website; or
ignores the franchisor’s rights of first refusal. A franchisor encroaches
on a franchisee’s territory; ends financing arrangements; or withdraws
products from the system. Litigation may ultimately provide a remedy,
but in the meantime, damage intensifies. Preliminary injunctive
relief to maintain the status quo during litigation is widely used. Less
appreciated is the proactive use of injunctive relief or other available
remedies to force affirmative pre-trial actions that may abate
continuing injury. This panel will discuss the proactive use of injunctive
relief in the context of franchise litigation.
Christina Fugate, Ice Miller LLP
Art Kaufman, Hahn Loeser and Parks LLP
Peter Silverman, Shumaker Loop & Kendrick
W-4 Who Owns the Goodwill in a Franchise?
Do the franchisor and the franchisee both have “goodwill” in the
business? This issue often takes center stage when a franchise
relationship ends, with the franchisor and the franchisee each
claiming intangible assets of the business. How are the interests of
the franchisor and the franchisee determined? Can and should the
franchise relationship be structured to balance the rights of the parties
in operational goodwill? The panel will address the legal, equitable
and accounting principles, as well as judicial approaches, that inform
the discussion. The panelists will also address these issues in context of
transfers and conversion franchising.
Michael Gray, Gray Plant Mooty
Nicole Liguori Micklich, Garcia & Milas
W-5
How Far up the Ownership Chain Can Liability Go?
Claims Against Franchise Investors
Venture capital and private equity (VC/PE) firms are increasingly investors
in, or outright owners of, franchise businesses, as franchisor or multi-unit
franchisee. The interests of VC/PEs are potentially in tension with the
interests of franchisors and franchisees. The issue becomes more complex
if VC/PE representatives become intimately involved in the everyday
operations of the franchise system. This workshop examines the legal
obligations of VC/PE franchise investors, potential claims against VC/PEs,
and defenses to these claims.
Elliot Ginsburg, Garner & Ginsburg, P.A.
William K Whitner, Paul Hastings LLP
W-6 The Fallout Eight Years After Leegin: When and Where Can Franchisors
Fix the Prices Charged by Franchisees?
The Supreme Court appeared to write the death knell of franchisee
discounting independence when it jettisoned the rule of per se illegality
for minimum resale price maintenance in Leegin Creative Products, Inc.
v. PSKS, Inc. As Leegin has matured, has the prediction come to pass,
or were rumors of the demise of franchisee discounting premature?
This program will consider the effects of Leegin and its progeny in the
franchise industry. The panel will consider, among other things, state
judicial and legislative actions that adopt, reject or narrow Leegin;
franchisees’ success in using Leegin’s evidentiary plus factors in Rule of
Reason claims; and past and potential future Congressional efforts to
reverse Leegin.
Allan Hillman, Kern & Hillman LLC
Michael K. Lindsey, Steinbrecher & Span LLP
W-7 Finders Keepers, Losers Weepers: Using Another’s Intellectual Property
– A Review of Legal Issues, Opportunities and Risks
W-10 Global Dispute Resolution
Intellectual property -- patents, trademarks, copyrights and trade
secrets -- is critical to every franchise system. Trademarks create
brand recognition; copyrights protect creative works and business
materials; and patents and trade secrets protect proprietary inventions,
products, and designs. However, intellectual property rights do have
limits. Patents expire; trademarks can be abandoned; copyrights may
fall into the public domain; and trade secrets may become publicly
known. In certain circumstances, it might be possible for others to use
that intellectual property without the owner’s permission. But when? Is
it worth the potential risk? This workshop will explore the legal issues,
opportunities and risks that franchisors and franchisees should consider in
deciding whether to use another’s intellectual property.
William Bryner, Kilpatrick Townsend & Stockton LLP
David Gurnick, Lewitt, Hackman, Shapiro Marshall, & Harlan
Franchise systems are increasingly international, and so are international
franchise disputes. Many, if not most, international franchise agreements
provide for arbitration, but an approach short of legal process may be
more effective. Depending on the nature of the dispute, negotiation
or mediation may achieve a more practical result than arbitration.
The panel will address the effective use of negotiation, mediation
and arbitration in international disputes. What are typical topics of
dispute; when are formal or informal legal approaches fruitful avenues
of resolution; what are the local factors, including local laws and
regulations, that affect the resolution of the dispute; and what are the
basics of mediation and arbitration, including the advantages and
disadvantages of each?
Rossell Barrios, Goldman Antonetti & Cordova LLC
Pascal Hollander, Hanotiau & van den Berg
James M. Susag, Larkin Hoffman Daly & Lindgren Ltd
W-8 Rescission: The Annulment of a Franchise Marriage
W-11 What’s Buried in the Archive? Current Issues in E-Discovery
W-9 Convincing the Factfinder: Strategic Trial Techniques for Franchise
Counsel
W-12 Who Is Responsible When the Brand Falters?
The unwinding of a franchise marriage is rarely simple. This workshop
addresses the key components and practical implications of rescission,
and its counterpart restitution, under varying state statutes and common
law. The panel will also provide an analysis of state statutes and review
judicial and administrative approaches to implementing rescission and
restitution.
Julie Lusthaus, Einbinder & Dunn LLP
Rochelle Spandorf, Davis Wright Tremaine LLP
Theresa D. Koller, Cline Williams Wright Johnson & Oldfather LLP
Presenting a franchise case in the best light is a continual challenge to
franchise litigators. In this intermediate workshop, seasoned litigators will
offer advice, experience and best practice techniques for strategically
structuring and presenting your case at trial. Against a backdrop of
three of the most prevalent franchise disputes (those involving pre-sale
disclosure violations, termination, and non-competition claims), this
session will highlight each side’s strategies. From developing an effective
theme for franchisor or franchisee, selecting and ordering witnesses,
dealing with adverse facts, voir dire, and effectively using technology,
you will gain valuable insights on convincing the factfinder to hand down
a judgment, return a verdict, or issue an arbitration award in your favor.
John Holland, Dady & Gardner PA
Leslie Smith, Foley & Lardner LLP
With the ever-increasing complications involving electronically-stored
information (ESI), the proper terminology for discovery requests, methods
of production, risks of inadvertent disclosure and similar issues can
confound even seasoned litigators. This workshop will review current
issues in e-discovery, offer best practices, and address impending
amendments to the Federal Rules of Civil Procedure, including changes
regarding proportionality and cost-shifting.
Joseph S. Goode, Pia Anderson Dorius, Reynard & Moss LLC
Michael Joblove, Genovese Joblove & Battista PA
The actions of the franchisor or a franchisee, or even external factors,
may tarnish the brand image or create a public relations nightmare –
sometimes catastrophically. When the brand falters, who can be held
liable? A franchisor might be too slow or unresponsive to changing
consumer tastes, new technology, a change in the regulatory
environment, or competition, or be caught in the negative light of a
misbehaving executive. A foodborne illness outbreak or questionable
behavior by one franchisee (or its employees) could also impact the
entire system. This workshop will address the potential liability of franchisor
and franchisee for loss of brand value and reputation in these difficult
situations.
Robert A. Lauer, Haynes and Boone LLP
Stephanie Russ, Mullin Russ Kilejian PC
Stéphane Teasdale, Dentons Canada LLP
W-13 Ethical Risks in Cyberspace
Franchisors, franchisees and law firms are increasingly using portable
devices and storing data in the cloud. But practicing law in cyberspace
and using cloud storage may trigger unappreciated ethical risks, including
threats to the attorney-client privilege, potential violations of the Rules of
Professional Responsibility, and could potentially implicate the Foreign
Corrupt Practices Act. What are the risks, and how can they be avoided?
These issues, and related ethical opinions issued by various state bars, will
be discussed.
Regina Amolsch, Plave Koch PLC
Trishanda Treadwell, Parker Hudson Rainer & Dobbs LLP
W-14
Drafting and Negotiating Challenging Provisions in Franchise
and Development Agreements
This workshop will discuss drafting and negotiating key and challenging
contract provisions, from both a franchisor and franchisee perspective.
The discussion will include common approaches to negotiating these
provisions (either for an individual franchisee/developer or in systemwide negotiations), including what franchisor counsel and franchisee
counsel (or franchisee association counsel) typically want and might be
able to give, and drafting to balance franchisor and franchisee positions.
The workshop will also consider how negotiated changes affect FDD
disclosure. In addition to a discussion of commonly negotiated provisions,
the workshop will consider approaches for drafting challenging provisions
such as transfers to trusts/trust ownership; marital or business divorces; and
guarantee limitations.
Elizabeth Dillon, Gray Plant Mooty
Susan Tegt, Anytime Fitness
Leonard D. Vines, Greensfelder Hemker & Gale
W-15
Walking the Line: Best Practices for Advising Franchise Clients
on Avoiding Employment Risks
Emerging theories of employment and vicarious liability profoundly
challenge the franchisee-franchisor relationship. This program will explore
practical solutions and “best practices” for minimizing a franchisor’s
potential exposure for employment law claims (including “joint employer”
claims) and vicarious liability claims based on a franchisor’s employment
and safety advice to its franchisees. In these uncertain times, what
employment and safety advice can a franchisor provide to its franchisees?
Should it be binding or a mere “recommendation”? Or should a franchisor
avoid the area entirely? How much control can a franchisor assert, where
should that control be asserted, and where should a franchisee be left on
its own? Can a franchisor ensure brand uniformity under these constraints?
This workshop will explore potential methods a franchisor can use to make
sure that its franchisees are aware of employment statutes and regulations
without creating exposure for itself.
Susan Grueneberg, Snell & Wilmer LLP
James Shrimp, High Swartz LLP
Chris Wallace, Choice Hotels International Inc.
W-16
Fundamentals 201: Drafting the Six Most Challenging Items
in the FDD
Which of the 23 FDD Items consistently present the most challenges
to draft? Which garner the most comments from state regulators,
and which present the most risk to franchisors? What are the “best
practices” for how franchise compliance counsel should cope with
them? This workshop will feature experienced franchisor counsel,
franchisee counsel, and a state regulator who will identify and provide
guidance on drafting; risks of faulty drafting; and red flags that state
franchise regulators use to identify these provisions. Applicable
standards for materiality and anti-fraud provisions under state law will
be used to illustrate risks. The workshop will also examine relevant case
law to provide drafting guidance.
Michelle Webster, WA Department of Financial Institutions
Keith Kanouse, Kanouse & Walker PA
Dawn Newton, Donahue Fitzgerald LLP
W-17
Life in the Fast Lane: Electronic/Mobile Pay Programs
and Data Privacy Standards
Mobile transactions are growing exponentially, and many franchisors
and franchisees are using smartphones and tablets to process
customer payments. What laws govern these transactions? The
panel will discuss the legal issues a franchisor must consider before
implementing a mobile payment system, potential IP infringement
issues, the role of the PCI Data Security Standard (PCI DSS), varying
state and industry standards, vicarious liability issues regarding
customer data and unauthorized charges, and privacy concerns. The
program will also address best practices for franchisor and franchisee
compliance. Finally, it will provide an overview of mobile payment
software (Apple Pay, Square, PayPal Here, GoPayment, etc.).
Carol Anne Been, Dentons US LLP
Brian Carroll, Level Up
Keri McWilliams, Nixon Peabody LLP
W-18
Is Your System Compliant? Recent Changes and Hot Issues
in Federal and State Franchise Regulation
Hear from franchise regulators and experienced private practitioners
on trends in franchise registration, disclosure, and enforcement,
as well as new initiatives on the horizon. This program will address
implementation of the new NASAA Multi-Unit Franchise Commentary
and best practices and pitfalls concerning registration and disclosure
compliance. The panelists will discuss developments in electronic
filing and the anticipated commentary on financial performance
representations being developed by NASAA. Dale Cantone, Maryland Attorney General’s Office
Martin Cordell, Washington State Deparment of Financial Institutions
Warren Lewis, Akerman LLP
Felicia N. Soler, Kaufmann Gildin & Robbins LLP
W-19
The Devil’s in the Details: International Disclosure Laws
This workshop will identify jurisdictions with franchise disclosure laws
and examine their broad applicability to franchising and distribution
arrangements. The experienced panel will discuss the scope and
nature of disclosure obligations, and timing and mechanics of
delivery. And it will examine tricky issues international franchise
practitioners often face – must franchisors provide disclosure before
a letter of intent is signed or a deposit paid? Should a franchisor
use a uniform international disclosure document or country-specific
disclosure documents? What are the best practices for using financial
performance representations where there is little or no regulatory
guidance? How should franchise counsel assess the risk of over- or
under-disclosure where the disclosure requirements are vague? The
workshop will also address recent developments and whether there
is a duty to disclose in jurisdictions governed by civil code instead of
common law. Mark Forseth, Marriott International, Inc.
Stephen Giles, Norton Rose Fulbright
Tao Xu, DLA Piper
W-20
Structured Workouts: Franchisor Strategies for Dealing
With the Financially Challenged Franchisee
W-22
All Over the World: Mastering International
Franchise Agreements
This program will explore innovative options for franchisors dealing with
a financially-stressed franchisee outside of bankruptcy. It will provide
insights from both the franchisee/debtor and franchisor perspectives
on how to achieve the most positive result possible in circumstances
where alternatives may be termination, litigation and/or a franchisee
bankruptcy. The panel will explore strategies through different forms
of structured workouts as alternatives to a traditional bankruptcy
filing. It will also examine the respective rights and interests of creditor
parties (taxing authorities, secured lenders, secured/unsecured
creditors, franchisor, landlord) and the franchisee/debtor and explore
the benefits, difficulties and pitfalls associated with different forms of
non-bankruptcy workouts, including how such workouts compare to a
Chapter 11 filing. Jason B. Binford, Kane Russell Coleman & Logan PC
Robert F. Salkowski, Zarco Einhorn Salkowski & Brito P.A.
Andra Terrell, Luxottica Group S.p.A.
Master Franchising remains one of the preferred methods for
international expansion. Yet, it raises structural and operational
issues. This workshop will provide a deep dive into both the basic
and more subtle issues arising from master franchise relationships.
The panel will address how to structure the relevant agreements
and relationships; special drafting issues for key contract provisions
(e.g., term, development obligations, controlling subfranchisees,
and post-termination obligations); and other franchisor and master
franchisee obligations. It will also address critical issues that arise
when a master franchise agreement is used in a multi-jurisdictional
transaction.
Ann Hurwitz, Baker & McKenzie LLP
Dominic Mochrie, Osler Hoskin & Harcourt LLP
John Pratt, Hamilton Pratt
W-21
Franchisors are increasingly targeting and attracting larger,
sophisticated developers and multiple unit franchisees. Dealing
with multiple unit franchisees presents unique challenges. This
workshop will focus on transactions and relationships between the
well-capitalized multi-unit franchisee and the franchisor focused
on growth through multi-unit franchising. The workshop will also
consider strategies for attracting these franchisees, applicable
registration and disclosure law exemptions, and drafting the FDD
and franchise documents in a manner that reflects the franchisee’s
increased bargaining power. The program will also examine the
influence and impact large franchisees may have on a franchise
system. Maral Kilejian, Mullin Russ Kilejian PC
Tony Marks, Bryan Cave LLP
Gerald C. Wells, Dessange Group
Fair or Foul? Use of Guest Surveys and Customer
Feedback
Customer feedback and reviews play a huge role in determining
the success (or failure) of a brand or business. Franchisors use instant
communications to maintain contact with and solicit feedback from
their customers via guest satisfaction surveys and other feedback
methods, both to enhance the brand and to identify potential
problems. This phenomenon is especially important to franchising,
where uniformity of brand experience is crucial. This workshop
will focus on the use of guest surveys and customer feedback
from internally managed programs in evaluating a franchisee’s
performance, and in making termination/nonrenewal decisions.
The panel will consider the appropriate standards for using survey
feedback in performance or termination decisions; how the concept
could be used under different forms of franchise agreements; whether
franchisors should include customer feedback standards in their
franchise agreements; the current state of the law regarding use of
surveys as a basis for termination; the impact of state relationship laws;
and how franchisees might challenge decisions based on feedback
or survey data. The panelists also will offer “best practices” in using
guest surveys.
Ronald T. Coleman, Jr., Parker Hudson, Rainer & Dobbs LLP
Robert Einhorn, Zarco Einhorn Salkowski & Brito P.A.
Kathy Kotel, TGI Friday’s Inc.
W-23
W-24
Franchising to Large and Sophisticated Franchisees:
A Whale of an Opportunity or the Elephant in the Room?
Your Ad Here: The
in Social Media
Perils and Rewards of Advertising
Social media is a powerful tool, offering opportunities for targeted,
direct promotion. The panel will discuss best practices for
franchisors and franchisees in advertising on social media, as well
as the associated risks. What is effective and what may be counterproductive? When does advertising become spam? The laws that
constrain the use of social media, including recent developments in
anti-spam and anti-texting laws in the United States and Canada, will
be explored, as well as franchisors’ implementation of social media
policies as they affect franchising. Bruno Floriani, LaPointe Rosenstein Marchand Melançon LLP
Ama Romaine, Hilton Worldwide
Clay Tilllack, Schiff Hardin LLP
PROGRAM SCHEDULE
Tuesday, October 13
7:00PM-10:00PM
Dinner for participants of International
Franchising 201 Intensive Only
Wednesday, October 14
7:00AM-5:00PM
Forum Registration
11:00AM-5:00PM
Forum Intensive Programs:
I-1 Fundamentals of Franchising
12:00PM-5:00PM
Forum Intensive Programs:
I-2 International Franchising 201
I-3 Corporate Counsel Summit: Managing
the Franchise System
(Corporate Counsel Only)
5:00PM-6:30PM
Welcome Reception
7:00PM-10:00PM
Newcomer’s Event
7:00PM-10:00PM
Restaurant Rounds
Thursday, October 15
7:00AM-5:00PM
Forum Registration
7:00AM-8:15AM
Women’s Caucus Breakfast (fee)
7:00AM-8:30AM
Continental Breakfast
8:30AM-10:00AM
Plenary Session #1
Annual Developments
10:15AM-11:30AM
Concurrent Workshops
W-1 Data Breach: Now What?
W-2 Pressure Points in Franchise Litigation
W-7 Finders Keepers, Losers Weepers: Using Another’s Intellectual Property - A Review of Legal Issues Opportunities and Risks
W-12 Who is Responsible when the Brand Falters?
W-15 Walking the Line: Best Practices for Advising Franchise Clients on Avoiding Empoyment Risks
W-16 Fundamentals 201: Drafting the Six Most Challenging Items in the FDD
W-22 All Over the World: Mastering International Master Franchise
Agreements
10:00AM-2:00PM
Guest/Spouse Event at the National WWII
Museum
11:30AM-12:45PM
Networking Lunch
11:30AM-12:45PM
Diversity Lunch
12:45PM-2:00PM
Concurrent Workshops
W-3 Stop the Bleeding: Affirmation Injunctive Relief and Other Non-Traditional Remedies
W-9
Convincing the Factfinder: Strategic Trial Techniques for Franchise Counsel
W-10 Global Dispute Resolution
W-14 Drafting and Negotiating Challenging Provisions in Franchise and
Development Agreements
W-17 Life in the Fast Lane:
Electronic/Mobile Pay Programs and Data Privacy Standards
W-18 Is Your System Compliant? Recent Changes and Hot Issues in Federal and State Franchise Regulation
W-20 Structured Workouts: Franchisor Strategies for Dealing with the
Financially-Challenged Franchisee
2:15PM-3:30PM
Concurrent Workshops
W-4 Who Owns the Goodwill in a Franchise?
W-5 How Far Up the Ownership Chain Can
Liability Go? Claims against Franchise
Investors
W-6 The Fallout Eight Years After Leegin:
When and Where Can Franchisors Fix the Prices Charged by Franchisees?
W-11 What’s Buried in the Archive? Current
Issues in E-Discovery
W-19 The Devil’s in the Details: International
Disclosure Laws
W-23 Franchising to Large and Sophisticated
Franchisees: A Whale of an Opportunity
or the Elephant in the Room?
W-24 Your Ad Here: The Perils and Rewards of Advertising in Social Media
3:45PM-5:00PM
Concurrent Workshops
W-1 Data Breach: Now What?
W-2 Pressure Points in Franchise Litigation
W-8 Rescission: The Annulment of a
Franchise Marriage
W-10 Global Dispute Resolution
W-13 Ethical Risks in Cyberspace
W-21 Fair or Foul? Use of Guest Surveys and Customer Feedback
5:00PM-6:15PM
Litigation & Dispute Resolution Reception
5:00PM-6:15PM
Coporate Counsel Reception
Limited to In-house Attorneys and Paralegals
7:00PM-10:00PM
Annual Reception & Dinner
Friday, October 16
7:00AM-5:00PM
Forum Registration
7:00AM-8:00AM
Spouse Breakfast
7:30AM-8:45AM
International Division Breakfast
7:30AM-8:45AM
Solo Small Firm Breakfast
7:30AM-8:45AM
Franchise Professors Open House
9:00AM–11:00AM
Plenary Session #2
Franchising Reconsidered: Will the NLRB
Fundamentally Change the Franchise Industry?
11:15AM-12:30PM
Concurrent Workshops
W-7 Finders Keepers, Losers Weepers: Using Another’s Intellectual Property - A Review of Legal Issues Opportunities and Risks
W-8 Rescission: The Annulment of a
Franchise Marriage
W-14 Drafting and Negotiating Challenging Provisions in Franchise and
Development Agreements
W-15 Walking the Line: Best Practices for Advising Franchise Clients on Avoiding Empoyment Risks
W-18 Is Your System Compliant? Recent Changes and Hot Issues in Federal and State Franchise Regulation
W-19 The Devil’s in the Details: International
Disclosure Laws
W-23 Franchising to Large and Sophisticated
Franchisees: A Whale of an Opportunity
or the Elephant in the Room?
W-22 All Over the World: Mastering International Master Franchise
Agreements
W-24 Your Ad Here: The Perils and Rewards of Advertising in Social Media
12:30PM-1:30PM
Buffet Lunch
7:00PM-10:00PM
Reception & Dinner at the Presbytere
1:45PM-3:00PM
Concurrent Workshops
W-3 Stop the Bleeding: Affirmation Injunctive Relief and Other Non-Traditional Remedies
W-5 How Far Up the Ownership Chain Can
Liability Go? Claims against Franchise
Investors
W-12 Who is Responsible when the Brand Falters?
W-16 Fundamentals 201: Drafting the Six Most Challenging Items in the FDD
W-20 Structured Workouts: Franchisor Strategies for Dealing with the
Financially-Challenged Franchisee
Saturday, October 17
3:15PM-4:30PM
Concurrent Workshops
W-4 Who Owns the Goodwill in a Franchise?
W-6 The Fallout Eight Years After Leegin:
When and Where Can Franchisors Fix the Prices Charged by Franchisees?
W-9 Convincing the Factfinder: Strategic Trial Techniques for Franchise Counsel
W-11 What’s Buried in the Archive? Current
Issues in E-Discovery
W-13 Ethical Risks in Cyberspace
W-17 Life in the Fast Lane:
Electronic/Mobile Pay Programs and Data Privacy Standards
W-21 Fair or Foul? Use of Guest Surveys and Customer Feedback
8:00AM-11:00AM
Community Service Event
2nd Harvest Food Bank
10:00AM-1:00PM
Bike or Walk NOLA Tour
SPEAKER LIST
Regina Amolsch,
Plave Koch PLC
Corby Anderson,
Nexsen Pruet
Rossell Barrios,
Goldman Antonetti & Cordova LLC
Genevieve Beck,
International Dairy Queen, Inc.
Carol Anne Been,
Dentons US LLP
Jason B. Binford,
Kane Russell Coleman & Logan PC
William Bryner,
Killpatrick Townsend & Stockton LLP
Chris Bussert,
Kilpatrick Townsend & Stockton LLP
Dale Cantone,
Maryland Attorney General’s Office
Brian Carroll,
Level Up
Fredric A. Cohen,
Cheng Cohen LLC
Deborah S. Coldwell,
Haynes and Boone LLP
Ronald T. Coleman, Jr.,
Parker Hudson, Rainer & Dobbs LLP
Elliot Ginsburg,
Garner & Ginsburg, P.A.
Pascal Hollander,
Hanotiau & van den Berg
Jim Goniea,
Wiggin and Dana LLP
Ann Hurwitz,
Baker & McKenzie LLP
Leslie Curran,
Plave Koch PLC
Joseph S. Goode,
Pia Anderson Dorius,
Reynard & Moss LLC
Michael Joblove,
Genovese Joblove & Battista PA
Elizabeth Dillon,
Gray Plant Mooty
Nancy G. Gourley,
LQ Management LLC
Susan Upton Douglass,
Fross Zelnick Lehrman & Zissu, P.C.
Michael Gray,
Gray Plant Mooty
Michael Einbinder,
Einbinder & Dunn LLP
Richard F. Griffin, Jr.,
General Counsel, U.S.
National Labor Relations Board
Martin Cordell,
Washington State
Deparment of Financial Institutions
Erin Nealy Cox,
Stroz Friedberg
Robert Einhorn,
Zarco Einhorn Salkowski & Brito P.A.
Bruno Floriani,
LaPointe Rosenstein
Marchand Melançon LLP
Mark Forseth,
Marriott International, Inc.
Christina Fugate,
Ice Miller LLP
Ron Gardner,
Dady & Gardner, P.A.
Susan Grueneberg,
Snell & Wilmer LLP
David Gurnick,
Lewitt, Hackman,
Shapiro Marshall, & Harlan
Marco Hero,
PF&P Rechtsanawalte
Allan Hillman,
Kern & Hillman LLC
John Holland,
Dady & Gardner PA
Keith Kanouse,
Kanouse & Walker PA
Eric H. Karp,
Witmer, Karp,
Warner & Ryan LLP
Art Kaufman,
Hahn Loeser and Parks LLP
Maral Kilejian,
Mullin Russ Kilejian PC
Theresa D. Koller,
Cline Williams Wright
Johnson & Oldfather LLP
Kathy Kotel,
TGI Friday’s Inc.
Peter C. Lagarias,
Lagarias & Napell, LLP
Robert A. Lauer,
Haynes and Boone LLP
Stephen Giles,
Norton Rose Fulbright
THE SOUL OF FRANCHISING
Michael S. Levitz,
The Haagen-Dazs
Shoppe Company, Inc.
Warren Lewis,
Akerman LLP
Jeremy Liebman,
Shelf Genie
Michael K. Lindsey,
Steinbrecher & Span LLP
Julie Lusthaus,
Einbinder & Dunn LLP
Tony Marks,
Bryan Cave LLP
Alison C. McElroy,
Lift Brands, Inc.
Keri McWilliams,
Nixon Peabody LLP
Marc Merriweather,
Wyndham Worldwide Corporation
Nicole Liguori Micklich,
Garcia & Milas
Dominic Mochrie,
Osler Hoskin & Harcourt LLP
Dawn Newton,
Donahue Fitzgerald LLP
Kerry Olson,
International Dairy Queen, Inc.
David W. Oppenheim,
Greenberg Traurig LLP
John Pratt,
Hamilton Pratt
Ama Romaine,
Hilton Worldwide
Stephanie Russ,
Mullin Russ Kilejian PC
Robert F. Salkowski,
Zarco Einhorn Salkowski & Brito P.A.
James Shrimp,
High Swartz LLP
Peter Silverman,
Shumaker Loop & Kendrick
Leslie Smith,
Foley & Lardner LLP
Felicia N. Soler,
Kaufmann Gildin & Robbins LLP
Jonathan Solish,
Bryan Cave LLP
Rochelle Spandorf,
Davis Wright Tremaine LLP
James M. Susag,
Larkin Hoffman Daly
& Lindgren Ltd
Stéphane Teasdale,
Dentons Canada LLP
Susan Tegt,
Anytime Fitness
Andra Terrell,
Luxottica Group S.p.A.
Gerald C. Wells,
Dessange Group
William K Whitner,
Paul Hastings LLP
Will K. Woods,
Baker & McKenzie LLP
Tao Xu,
DLA Piper
Clay Tilllack,
Schiff Hardin LLP
Trishanda Treadwell,
Parker Hudson Rainer
& Dobbs LLP
Leonard D. Vines,
Greensfelder Hemker & Gale
Chris Wallace,
Choice Hotels International Inc.
Michelle Webster,
WA Department of
Financial Institutions
Dr. David Weil,
U.S. Department of Labor Wage
and Hour Administrator
Larry M. Weinberg,
Cassels Brock & Blackwell
THE SOUL OF FRANCHISING
SOCIAL & SPECIAL EVENTS
THURSDAY, OCTOBER 15
FRIDAY, OCTOBER 16
7:00am-8:15am
Once again, the Women’s Caucus will host
its annual Breakfast, a highlight of the Forum
for many women members! Build lifelong
friendships as we informally discuss topics of
interest to our members.
7:30am-8:45am
The Forum’s International Division provides
an opportunity for education, networking,
and the exchange of ideas among
franchise lawyers from around the world.
The Division’s signature breakfast program
features a lively discussion of a relevant
and focused topic, in a collegial and
informal setting.
Women’s Caucus Breakfast
TUESDAY, OCTOBER 13
International Dinner
7:00pm-10:00pm: Le Foret Restaurant
(International Intensive Attendees only)
WEDNESDAY, OCTOBER 14
Welcome Reception
5:00pm-6:30pm: Armstrong Ballroom,
Sheraton New Orleans Hotel
Newcomers Networking Night
7:00pm-10:00pm: House of Blues
Restaurant Rounds!
7:00pm-10:00pm: Enjoy a Dutch
treat dinner at various restaurants.
For more information contact
Barbara at (864) 751-7712 or
barbara.ballew@smithmoorelaw.com.
Guest/Spouse Event Tour/Lunch
10:00am-2:00pm: Enjoy the award-winning
film, Beyond All Boundaries,
Lunch and tour of the National
World War II Museum
Diversity Lunch
11:30am-12:45pm
Support the Forum’s diversity efforts, make
new friends and catch up with old ones, at
the Forum’s 4th Annual Diversity Lunch. Hear
Wan Kim, the CEO of Smoothie King, share his
thoughts on being a diverse leader of a major
franchisor.
Litigation & Dispute Resolution Reception
5:00pm-6:15pm
Corporate Counsel Reception
5:00pm-6:15pm
Limited to In-house Attorneys and Paralegals
Annual Reception & Dinner
7:00pm-10:00pm: Enjoy an evening of music
and socializing at the New Orleans Museum
of Art
International Division Breakfast
Solo & Small Firm Breakfast
7:30am-8:45am
Join your colleagues for a lively discussion
of current issues facing solo and small firms
at this annual gathering. Idea exchanges,
best practices and socializing are perennial
features of this event. Additional fee for
attendees.
Franchise Professors Open House
7:30am-8:45am
Friday Reception & Dinner
7:00pm-10:00pm: Join your colleagues for
a joyful parade and signature New Orleans
celebration at The Presbytère
SATURDAY, OCTOBER 17
Community Service Event
8:00am-11:00am: Give back to New
Orleans!
2nd Harvest Food Bank (Limit 30)
Walk or Bike NOLA Tour
10:00am-1:00pm: See the city up close!
Walk or Bike NOLA tour (Bike limit 10)
For the latest information check out the App!
Download the Forum app with additional information about the
programs, social & special events, and meeting schedule now on your iPhone or
Android device by searching “ABA Franchising 2015” in the App Store or Google Play.
CONFERENCE INFORMATION
1. Hotel Information:
The conference will be held at the Sheraton New Orleans Hotel. 500
Canal Street, New Orleans, LA 70130. You can find more information at
their website: www.sheratonneworleans.com/
2. Hotel Reservations:
The Forum on Franchising has negotiated a special room rate of $229
per single/ double room at the Sheraton New Orleans Hotel. A 13%
sales tax will also apply per night. You may call the hotel directly at
504-525-2500 and mention the ABA Forum on Franchising 2015
meeting. We have reserved a limited block of rooms through
September 21, 2015. You must register for the conference prior to
making your hotel reservation. After this date, the Hotel Reservation
Office will assign rooms on a space available basis. All changes
and cancel¬lations to guaranteed hotel reservations must be made
within 72 hours of the scheduled day of arrival to avoid a one night
cancellation charge.
5. Program Registration:
To register for all programs and events described in this brochure, we
encourage you to register online at http://ambar.org/souloffranchising.
Confirmations will be e-mailed to you within 72 hours of registration
receipt. In order to be included in the list of program attendees, you
must register by September 21, 2015. Guest tickets for special events
are available for an additional fee. Please see the registration form for
price details.
6. On-Site Check In:
Beginning Wednesday, October 14th at 7:00 a.m, attendees may
check in at the ABA registration desk to pick up registration packets
that contain name badges and course materials. Registration will
open again on Thursday, October 15th at 7:00 a.m. and will close each
day at 5:00 p.m.
3. Air Travel:
Airfare discounts to ABA meetings are available through ABA Online
Travel. To access ABA Online Travel, go to http://www.americanbar.
org/membership/travel_services.html. At ABA Online Travel you will
have automatic access to meeting airfare discounts, web fares and
web book only airlines. The ABA’s toll-free number for Orbitz for Business
(OFB) is 877-222-4185.
7. On-site Registration:
Onsite registration is available for those persons who missed the
registration deadline. If you plan to register at the door, please contact
Kathryn.Henning@americanbar.org on or before Friday, September
25th, to confirm that space is still available. Failure to call in advance
may preclude admission to a sold out conference.
On-site registrants must pay the registration fees by check, money
order, Visa, MasterCard, Discover Card or American Express. No cash
will be accepted. No registrations will be accepted without payment.
4. Ground Travel:
The Sheraton New Orleans Hotel is approximately 30 minutes away
from the Louis Armstrong New Orleans International Airport. Taxis are
available at a rate of $33 one-way. You may reserve a shared ride
service between the Sheraton New Orleans Hotel and Louis Armstrong
International Airport through New Orleans Airport Shuttle. Rates
are $20pp one way / $38pp roundtrip. Please call 504-522-3500 for
information. The hotel is also located right on the Streetcar line which
provides easy transit along Canal Street, St. Charles Avenue, and the
Riverfront. One-way cost: $1.25. One, 3 and 5-day unlimited ride passes
are also available for $5, $12 and $20 respectively.
8. Tuition Information:
Tuition for the intensive programs is separate and in addition to the
main program registration fee. Intensive program tuition includes
course materials, box lunch, and welcome reception. Tuition for the
main program includes admission to the two-day program, welcome
reception, continental breakfasts, beverage breaks, lunches, course
materials and the Annual Reception/Dinner. The Forum will be
providing this year’s program materials on a flash drive, the “ABA
Franchising 2015” app, and via a web link only in effort to help “green”
the environment. A limited number of scholarships may be available.
For more information contact Kathryn.Henning@americanbar.org.
9. Cancellation Policy:
Registrants who are unable to attend the conference will receive
a refund less a $50 administrative fee if written cancellation is
received by September 18, 2015. Cancellations may be e-mailed to
kathryn.henning@americanbar.org. No refunds will be granted after
September 18, 2015. Substitutions are acceptable, or conference
materials will be sent in lieu of a refund after the program. The
ABA reserves the right to cancel any programs and assumes no
responsibility for personal expenses.
10. CLE Credit:
The ABA directly applies for and ordinarily receives CLE credit for ABA
programs in AK, AL, AR, AZ, CA, CO, DE, GA, GU, HI, IA, IL, IN, KS, KY, LA,
MN, MS, MO, MT, NH, NM, NV, NY, NC, ND, OH, OK, OR, PA, SC, TN, TX,
UT, VT, VA, VI, WA, WI, and WV. These states sometimes do not approve
a program for credit before the program occurs. This transitional
program is approved for both newly admitted and experienced
attorneys in NY. Attorneys may be eligible to receive CLE credit
through reciprocity or attorney self-submission in other states. For more
information about CLE accreditation in your state, visit ambar.org/
souloffranchising or contact Kathryn.henning@americanbar.org
11. Membership:
To encourage registrants to join the ABA Forum on Franchising, the
reduced member’s tuition rate will be extended to registrants who join
the Forum when they register for the conference. Forum membership
dues are $50 for attorneys/associates and $10 for law students. Please
include a separate check (payable to the American Bar Association)
for membership dues.
12. Additional Course Materials:
Materials for all programs may be available for purchase after the
conference by calling the ABA Service Center at 800-285-2221.
13. Forum Policy Regarding Self Promotion and Conflicts:
In order to ensure a spirit of collegiality at the Annual Forum, please
respect the Forum on Franchising’s policy which provides that no
individual, group or entity (other than the ABA) may engage in any
type of self-promotion or conflicting activities (such as giving gifts;
hosting group functions i.e., more than six guests including meals,
parties, sporting events, meetings or seminars; or displaying or
distributing advertising, marketing materials, books, articles, case
reports or anything of value or scheduling non-Forum sponsored group
meetings) at or in connection with the Annual Forum or any Forum
sponsored events (i.e., from the time the first event or program starts to
the time the last event or program ends), in or near the city where the
Forum event is taking place. The 2015 Annual Forum starts at 11:00am,
Wednesday, October 14, 2015 and concludes at the end of the
Community Service Event on Saturday, October 17, 2015 at noon.
14. Tax Deduction for Educational Expenses:
In the United States an income tax deduction may be allowed for
educational expenses undertaken to maintain or improve professional
skills. This includes registration fees, travel, meals and lodging expenses
(see Treas. Reg. Sec. 1.162-2) Coughlin v. Commissioner, 203 F.2d 307
(2nd Cir. 1953.)
15. Americans with Disabilities Act:
If special arrangements are required for disabled individuals to
attend this program, please contact Yolanda Muhammad in writing
by September 14, 2015 at the American Bar Association, 321 N. Clark
Street, Chicago, Illinois, 60654, and Kathryn.Henning@americanbar.
org.
16. Dress:
In keeping with Forum tradition, participants are encouraged to wear
business casual attire during the programs and to the special events.
17. For the latest program information:
Please visit the Forum on Franchising Annual meeting site at ambar.
org/souloffranchising
18. Questions:
If you have questions or require additional conference information
contact Kathryn.Henning@ americanbar.org.
Forum on FRANCHISING
Forum on FRANCHISING
321 N. Clark St, MS 18.2; Chicago, IL 60654
ambar.org/franchising
Forum on FRANCHISING
38TH ANNUAL FORUM ON FRANCHISING
The Soul of Franchising
October 14-16, 2015
Sheraton New Orleans Hotel New Orleans, LA
Visit our website for the latest information
AMBAR.ORG/SOULOFFRANCHISING and download
the Forum app by searching ABA FRANCHISING.