Obsess less over compliance. Focus more on possibilities.

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The reality:

For many small and medium-sized businesses, distribution relationships (e.g., franchises, distributorships, and dealerships) can greatly boost revenue and growth prospects. Even so, managers may be hesitant to act. The expected commitments of time, energy, and resources may deter them. And often, their concerns are understandable. After all, seemingly endless layers of compliance, negotiating, and planning may lie ahead, before key benefits of these relationship(s) materialize—and, for the matter, translate into a recurring source of profit.

Indeed, a growing list of headaches can quickly consume businesses that take the plunge: FTC regulations; state trade-practice rules; vicarious-liability exposure; antitrust concerns; trademark and service mark protection; lease complications; safety procedures and controls; heightened information security and privacy policies; federal, state, and local taxation issues; consumer protection—and those are just a few potentially relevant areas. Not to mention, special licensing, industry-specific dealer statutes and related regulation, etc. can add to the compliance “layer cake.” Ultimately, even if a small or medium-sized business wants to seize an opportunity, make a key change, or expand, it may feel (i) paralyzed by the complexity (or fluidity) of legal frameworks; or (ii) overwhelmed by the expense required for its objectives.

The response:

These businesses, whatever their positions (or “sides”) in the distribution relationships, may benefit from versatile legal counsel. E.g., one prepared to manage multifaceted compliance and transactional workflows, “moving” targets, and ever-changing guidance. The firm strives to meet these increasingly stringent demands. It draws on analytical thinking and tools rooted in legal, accounting, and antifraud experience, seeking tailored and cost-competitive solutions for the modern needs of distribution relationships. At the same time, if the firm feels that another professional or group is better suited for a matter, or part of one, the firm will communicate this without a second thought.

Maryland clients:

Photo by Matthew Bornhorst on Unsplash.

Florida clients:

Photo by Jack Kelly on Unsplash.

Services:

For Maryland and Florida engagements, core services may begin with one or more of the following:

Protecting client interests in preparing, negotiating, consulting, reviewing, and/or planning:

• Franchise Disclosure Document and franchise agreement preparation
• Franchisor registration compliance with the Maryland Securities Commissioner in the Office of the Attorney General ⁽¹⁾
• Tax-result optimization in franchising—e.g., managing gain recognition, cost and basis recovery, uncertain tax positions, and international implications and opportunities.
• Non-franchise business opportunity planning and compliance
• Vicarious-liability risk management
• General business-entity formation, internal affairs, and operational needs: governing documents, resolutions, etc.
• Franchise supply-chain management, related negotiation and compliance matters
• Preparation and planning for general assignments, asset or stock purchases, significant changes in ownership, succession plans, related-party transactions, etc.
• Worker-classification planning
• Preparation of distribution agreements, authorized dealer agreements – e.g., between manufacturer and dealer, etc.
• Design of legal compliance programs and contractual-compliance controls (e.g., purchase or minimum-performance requirements); review of internal controls over compliance
• Commercial lease preparation
• Design of trade secret protection measures
• Franchise-specific privacy, PII, and data-collection policy design

Equally important, consider whether the firm could be your advocate in investigations, examinations, or legal proceedings:

• FTC investigations and enforcement actions⁽²⁾
• State law actions on behalf of franchisors and franchisees
• IRS audits and appeals

If you believe your business, whether operating in Maryland or Florida, may be a good fit, contact Trey to inquire regarding possibilities. Regardless, the firm wishes you the best on your journey.

(1) Class of services is inapplicable to Florida, which is not a registration state.

(2) In this area, availability of representation depends on the facts and circumstances, the intentions and objectives of the business, and other considerations.