What we do
In addition to our domestic practice a significant proportion of
our work is international. Over the last 12 months, we have
advised on franchising in over 35 different countries.
We offer businesses a fully integrated service to assist them in
establishing their franchises not only in the UK and the EU but
throughout the world. This includes:
Key Franchise Services
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 "What do you
need" section.
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Strategic advice and risk assessment of
entry into 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.
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Drafting all necessary franchise
documents
Having ascertained whether a concept is suitable for franchising
and undertaken a strategic risk analysis of the potential
territories that a business is looking at expanding into, we are
able to draft the relevant franchise documentation, including
master, developer, regional, multiple, operating and unit
agreements. Allied to this, we can also advise upon
and draft ancillary documentation such as pre-contractual
disclosure documentation, non disclosure agreements, undertakings
of non competition and confidentiality, corporate and personal
guarantees and indemnities and commitment and confidentiality
agreements.
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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.
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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.
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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.
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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.
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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.
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Identifying 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.
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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.
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.
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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.
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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.
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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.
If you are interested in attending any of our events or would
like to receive further information please complete our on-line
contact
form.
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Franchise agreement review and
critique
A number of existing UK and international franchise
businesses already have franchise documentation. We are happy
to review businesses’ existing documentation with a “fresh pair of
eyes” and provide constructive criticism as to both legal and
commercial improvements.
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