if a legal symp osium symposiu… · 3:00 pm – 3:30 pm refreshment break 3:30 pm – 4:45 pm...

I FA L E G A L S Y M P O S I U MMAY 3-5, 2020 | WASHINGTON, DC

E L E V A T I N G F R A N C H I S E

L A W

Dear colleagues,

It seems like just yesterday that I invited you to the 2019 International Franchise Association Legal Symposium in Washington, DC, the IFA’s premier legal conference. Yet here we are again, this time looking forward to the 2020 Legal Symposium. We are amidst very interesting times, both within and outside franchising. Obviously, 2020 is an election year; this year’s results are likely to impact franchising because of various legislative initiatives—pro and con—percolating in Congress’s corridors whose passage will depend in large measure on the election’s prevailing party. In the nearer term, however, franchising is facing unique challenges. While we still seek a permanent victory on the joint-employer front, we now face a new challenge—“employee misclassification.” California Assembly Bill 5 and its budding progeny in other states have created new confusion, uncertainty, and concern for the franchise model. The time is now for the brightest legal minds in franchising to converge and engage for the benefit of all whose passion and livelihoods are steeped in franchising. On behalf of the 2020 IFA Legal Symposium Task Force, I welcome you to join us in DC once again to consider these issues and other timely topics seminal to the franchise legal industry. We have top-notch programs, speakers, and events primed to educate you, entertain you, and challenge your thinking. Of course, you will have the opportunity to spend time with our franchise colleagues and friends from around the world. I look forward to seeing you there.

Sincerely,

Stuart HershmanPartnerDLA Piper LLP (US)Legal Symposium Task Force Chair

Stuart HershmanPartnerDLA Piper LLP (US)Legal Symposium Task Force Chair

Stuart HershmanPartnerDLA Piper LLP (US)(Chair)

Lenord MacPhee Shareholder Polsinelli(Vice Chair)

David Allsman, CFE Partner FisherZucker LLC

Regina Amolsch Partner Plave Koch PLC

Jennifer Dolman Partner Osler, Hoskin & Harcourt LLP

Michael Einbinder Partner Einbinder Dunn

Maisa Frank Principal Gray Plant Mooty

Elle Gerhards, CFE Partner Fox Rothschild LLP

Carl Hurwitz Vice President & Assistant General Counsel Marriott

Mike Joblove Attorney Genovese Joblove & Battista

Alaina Karsten Associate Zarco, Einhorn, Salkowski & Brito, P.A.

David Kaufmann Senior Partner Kaufmann Gildin & Robbins LLP

Jonathan Koudelka, CFE General Counsel Franworth

Michael Lockerby Partner Foley & Lardner

Keri McWilliams Partner Nixon Peabody

Tanya Morrison Director and General Counsel Home Instead Senior Care

Breton Permsley Shareholder Greenberg Traurig, LLP

Henry Pfutzenreuter Attorney Larkin Hoffman

Nick Rotchadl Attorney Faegre Baker Daniels LLP

Aaron-Michael Sapp Attorney Cheng Cohen LLC

Karen Satterlee, CFE Senior VP, Assistant General Counsel Hilton

Geoffrey ShawPartnerCassels Brock & Blackwell LLP

Robert Smith Partner Quarles & Brady

Stephane Teasdale Partner Cassels Brock & Blackwell LLP

2020 Legal Symposium Task Force

2020 Legal Symposium Task Force

T H A N K Y O U T O O U R S P O N S O R S :

R E G I S T E R franchise.org/legal-symposium

Interested in sponsoring? Contact Lynette James at [email protected].

W H O S H O U L D A T T E N D :

• All attorneys interested in franchise law

• In-house counsel• Franchise CEOs• Franchise development and

sales executives • Franchise legal and

compliance officers• Paralegals• Franchise administrators• Franchisees interested in

learning more about the legal and business aspects of franchising

• All others concerned with franchising’s legal, regulatory and business issues

franchise.org/legal-symposium 1

2 I FA L EGA L SY M P O S I U M : E L E VAT I N G F R A N C H I S E L AW

S C H E D U L E - A T - A - G L A N C ES U N D A Y, M A Y 3

3:00 pm – 7:00 pm Registration Open3:30 pm – 5:00 pm Legal Legislative Committee Meeting5:30 pm – 6:30 pm Welcome Reception7:00 pm – 9:30 pm Speakers’ Networking Event (by invitation only)7:15 pm Optional Monuments by Moonlight Bus Tour (Bus will pick up at the Grand Hyatt Washington Hotel)

M O N D A Y, M A Y 4

8:00 am – 6:00 pm Registration Open8:00 am – 9:00 am Continental Breakfast8:30 am – 10:15 am Welcome & General Session10:15 am – 10:30 am Refreshment Break10:30 am – 11:45 am Round #1 - Concurrent Sessions 1. An A to Z Update on the Arbitration of International Franchise

Disputes – What’s New!2. Drafting Trends - What’s New in Franchise Agreements?3. Franchise Securitization Financing4. Franchise Associations: Combative or Collaborative? A Practical

Guide to How (And Why) Franchisees Organize into Associations and How Franchisors Can Work with Them (Ethics Course)

5. Money Can’t Buy You Happiness: Injunctive Relief and Other Extraordinary Remedies

6. Protecting Your System’s Reputation in the “Fake News Era”7. Basics Track: Registration & Disclosure

12:00 pm – 1:30 pm Boxed Luncheon & Roundtables1:45 pm – 3:00 pm Round #2 - Concurrent Sessions

1. Conspiracy Theories: Establishing Third Party Liability in Franchise Litigation

2. Franchise Legal Tech: The Next Frontier 3. Franchise Regulator Panel: Common Registration and Disclosure

Issues4. Protection, Policing and Enforcement of Trademark Rights Globally5. Franchising and Private Equity6. The Big Lie: Good Faith & Fair Dealing and Does “Sole and Absolute

Discretion” Mean What It Says?7. Basics Track: Handling Defaults and Terminations

3:00 pm – 3:30 pm Refreshment Break3:30 pm – 4:45 pm Round #3 - Concurrent Sessions

1. Food for Thought: Preparing Your System for the World of Third-Party Delivery Services

2. Franchise Regulator Panel: Common Registration and Disclosure Issues

3. Item 19 in 2020 – FPRs in the New Decade4. Protecting Your System’s Reputation in the “Fake News Era”5. “She’s Just Not That into You”: Strategies and Practical Issues in Ter-

minating and Transitioning Ownership of Poor Performing Locations

6. Unique and Challenging Franchising Issues in International Markets 7. Basics Track: Mergers & Acquisitions

5:00 pm – 6:30 pm Networking Reception

T U E S D A Y, M A Y 5

8:00 am – 4:15 pm Registration Open8:00 am – 9:00 am Continental Breakfast8:30 am – 10:00 am General Session w/ Judicial Update10:00 am – 10:15 am Refreshment Break10:15 am – 11:30 am Round #4 - Concurrent Sessions

1. An A to Z Update on the Arbitration of International Franchise Disputes – What’s New!

2. Franchise Legal Tech: The Next Frontier 3. Item 19 in 2020 – FPRs in the New Decade4. Privacy Law Compliance: Best Practices and Tips for Data Mapping

and Consumer Requests5. The Big Lie: Good Faith & Fair Dealing and Does “Sole and Absolute

Discretion” Mean What It Says?6. Basics Track: Trademarks & IP

11:45 am – 1:15 pm Networking Luncheon with IFA Government Relations Update1:30 pm – 2:45 pm Round #5 - Concurrent Sessions

1. Drafting Trends - What’s New in Franchise Agreements?2. Franchise Associations: Combative or Collaborative? A Practical

Guide to How (And Why) Franchisees Organize into Associations and How Franchisors Can Work with Them (Ethics Course)

3. Food for Thought: Preparing Your System for the World of Third-Party Delivery Services

4. Money Can’t Buy You Happiness: Injunctive Relief and other Ex-traordinary Remedies

5. Unique and Challenging Franchising Issues in International Markets 6. Basics Track: Franchise Litigation 2:45 pm – 3:00 pm Refreshment Break3:00 pm – 4:15 pm Round #6 - Concurrent Sessions

1. Conspiracy Theories: Establishing Third Party Liability in Franchise Litigation

2. Privacy Law Compliance: Best Practices and Tips for Data Mapping and Consumer Requests

3. Protection, Policing, and Enforcement of Trademark Rights Globally4. “She’s Just Not That into You”: Strategies and Practical Issues in Ter-

minating and Transitioning Ownership of Poor Performing Locations5. Basics Track: International 4:15 pm Legal Symposium Official Adjournment

For full descriptions and speakers for the sessions above, see pages 4-11.


P R O G R A M H I G H L I G H T S

Welcome & General Session

Welcome: Stuart Hershman, Partner, DLA Piper LLP (US), Chair, Legal Symposium Task Force

The Great Debates: 2020 Franchising ForumInvited policymakers and senior Congressional staff debate the nation’s most pressing policy and regulatory issues facing the franchise sector in 2020, including federal and state changes to independent contractor classification and arbitration laws.

Boxed Luncheon & Roundtables

Our roundtables provide a unique opportunity for you to sit down with your peers and share tips, challenges, solutions and best practices on a wide-range of franchise law and business topics.

General Session: Judicial Update

Join us for the always popular Judicial Update where our speakers will identify key franchise legal trends that are impacting the franchise community and examine what the most important cases mean for the future of franchising’s legal and business operations. Expert speakers will cover trends and cases in the following areas:

1. Cases involving disputes over franchisees’ required remodeling and upgrading (including if franchisees do not believe there is adequate return-on-investment)

2. Latest developments in misclassification and joint employer3. Terminations based on violations of franchisee morals clause or risk of brand/system impairment4. Franchisor/franchisee liability (past and future) in the data privacy area, especially in light of the CCPA (Califor-

nia Consumer Privacy Act) and other potential state laws5. Latest disputes over improper or inadequate financial performance representations6. Latest ADA (Americans with Disabilities Act) cases in the franchise sector

Networking Luncheon with IFA Government Relations Update

IFA’s Government Relations & Public Policy team will join us to pro-vide an up-to-the-minute account of legislative and regulatory issues affecting franchising on both the federal and state levels.



An A to Z Update on the Arbitration of International Franchise Disputes – What’s New!Arbitration is often required by contracts as a means of dispute resolution, on the basis that it is perceived as being as a cheaper, faster and often better route to a resolution than litigation. That is especially true in the context of international agreements where the parties are in different countries. But complications do arise, and if not considered and managed, they can defeat the perceived advantages of arbitration. So this workshop will consider best practices and “what’s new” in preparing for and dealing with contractual provisions (such as governing law and venue clauses, arbitration provisions), as well as the conduct of an international arbitration, such as panel selection, venue disputes, e-discovery, confidentiality and enforcement.

Moderator: Geoffrey Shaw, Partner, Cassels Brock & Blackwell LLPSpeakers: Teresa Michaud, Partner, Baker McKenzie; Jonathan Solish, Partner, Bryan Cave Leighton Paisner LLP

Conspiracy Theories: Establishing Third Party Liability in Franchise LitigationOften times the deterioration of a franchise relationship involves more parties than just the franchisor and the franchisee. This session will explore varying forms of third-party liability that arise in franchise litigation. The presenters will discuss third party liability for breach of restrictive covenants, tortious interference, civil conspiracy, contributory trademark infringement, and trade secret misappropriation. Experienced litigators will teach us how to establish liability under these theories, ways to defend against such claims, and the tactical and strategic considerations involving third party claims.

Speakers: Joseph Goode, Founding Partner, Laffey Leitner & Goode, LLC; Justin Sallis, Attorney, Gray Plant Mooty; Susan Tegt, CFE, Attorney, Larkin Hoffman Daly & Lindgren

Drafting Trends - What’s New in Franchise Agreements?As franchise arrangements evolve, so should your franchise documentation. This session will explore select provisions in light of current trends. The program will include:

• Private equity acquisitions • Encroachment• Social media• Third party deliveries • National accounts• Data breaches• Joint employment• Customer list ownership• Liquidated damages• Anti-poaching

Moderator: Thomas Pitegoff, Principal, Offit Kurman Attorneys At LawSpeakers: Samuel Wieczorek, Attorney, Cheng Cohen; Dawn Diaz, General Counsel, Sun Holdings

B R E A K O U T S E S S I O N S


Food for Thought: Preparing Your System for the World of Third-Party Delivery ServicesLast year’s forum introduced the paradigm shift toward third party delivery services for the restaurant industry. We will continue the discussion this year by examining the following issues from legal and business perspectives:

• Determining the goals for your system when considering engaging a third-party aggregator;• How issues relating to data ownership impact future marketing efforts;• Key provisions to consider when negotiating agreements with a third-party aggregator; • Exploring the recent proliferation of ghost kitchens and its impact on the food-on-demand industry; and• The impact of California AB-5 on third-party aggregators, and what that means for franchise systems.

Speakers: Amy Cheng, CFE, Partner, Cheng Cohen; Dominic Mochrie, Partner, Osler, Hoskin & Harcourt LLP; John Teza, CFE, Principal, NRD Capital

Franchise Legal Tech: The Next FrontierExplore popular and developing legal technologies, such as AI programs, electronic disclosure platforms, and case management tools, that in-house practitioners and outside counsel are using to create Franchise Disclosure Documents, prepare Franchise Agreements, facilitate and confirm franchise compliance, evaluate potential litigation, and more.

Moderator: Susan Meyer, Partner, Greensfelder, Hemker & GaleSpeakers: Brian Forgas, Senior Counsel-Development, Hilton Worldwide; Christine Misleh, PMP, CSM, Managing Director, CapTech

Franchise Regulator Panel: Common Registration and Disclosure IssuesThis program will cover a wide range of current issues in franchise registration and disclosure regulation, with practical guidance on state franchise regulatory compliance. Our panel of regulators will discuss common mistakes found in franchise filings and issues that hold up the approval process for new and renewing franchise companies. The panel will also address hot topics, including financial assurance conditions, state review of substantive issues, advertising claims and filings (including advertising through social media and financial performance representations in advertising), the status of NASAA’s electronic filing project, violations that trigger enforcement actions, and new state laws that affect franchisors. On the federal level, there will be discussion of the status of the FTC Rule review, the FTC’s input into the issues discussed by the state regulators, and other timely issues at the FTC that affect franchising.

Moderator: Charles Modell, CFE, Shareholder, Larkin Hoffman Daly & Lindgren Speakers: Theresa Leets, Assistant Chief Counsel, California Department of Business Oversight; Christine Todara, Staff Attorney, Federal Trade Commission; Michelle Webster, Staff Attorney, Washington State Department Financial

Franchise Securitization FinancingWhy do franchise networks such as Wendy’s, Taco Bell, Dunkin and Dominos chose securitization financing rather than conventional bank loans? How do securitizations work and for whom can they offer a distinct advantage? The program will explore various aspects of these complex transactions including the types of due diligence needed, the roles of in-house counsel and outside counsel, issues to be included in franchise legal opinions, structuring the transaction, and post-closing franchise disclosure and other considerations.

Moderator: David Kaufmann, Senior Partner, Kaufmann Gildin & Robbins LLP Speakers: Julie Davis, General Counsel, Taco Bell Corp.; Jordan Yarett, Partner, Paul, Weiss, Rifkind, Wharton & Garrison



Franchise Associations: Combative or Collaborative? A Practical Guide to How (And Why) Franchisees Organize into Associations and How Franchisors Can Work with ThemFranchisees in brands both large and small have formed independent franchise associations to express their voice and get a seat at the table. Some associations have created a collaborative relationship with the franchisor, while others are viewed as confrontational. This session explores how and why franchisees form associations, how franchisors work with them and the tools and strategies that make an effective franchisee association.

Speakers: Robert Salkowski, Partner, Zarco Einhorn Salkowski & Brito; Kristy Murphy, Associate Attorney, Bryan Cave

Franchising and Private EquityPrivate equity is more and more dominant in the franchise arena, controlling not only major franchisors but sizable franchisees as well. What attracts private equity interest? How are private equity transactions typically structured? And what are the benefits of private equity involvement? These and other key issues will be examined by a panel of experts at this program.

Moderator: Dale Cohen, Partner, Kaufmann, Gildin & RobbinsSpeakers: Steve Aronson, Managing Director/General Counsel, Roark Capital Group

Item 19 in 2020 – FPRs in the New DecadeWith the adoption of the 2017 NASAA Franchise Commentary on Financial Performance Representations, franchisors are facing greater obstacles in presenting key financial performance data in Item 19. This session will discuss:

• Best practices in drafting compliant FPRs, including those for emerging brands and non-traditional locations• Common objections from state examiners during the registration process and best practices in crafting

effective responses• Issues confronting franchisors and their attorneys in making Item 19 financial performance representations,

including the use of FPRs in the franchise sales process

Moderator: Joy Ann Kenny, Associate, FisherZucker LLC Speaker: Megan Center, CFE, Associate, Fox Rothschild LLP; Max Staplin, In-House Counsel, Brightway Insurance

Money Can’t Buy You Happiness: Injunctive Relief and Other Extraordinary Remedies• What are the business considerations for seeking equitable remedies from the court?• What are the most common situations in franchising when an injunction or other extraordinary relief is

required?• What are the requisite procedures?• What legal test applies?• What are the best strategies for prosecuting/defending an injunction?• How to get the judge on your side?

B R E A K O U T S E S S I O N S ( c o n t i n u e d )


Moderator: Jennifer Dolman, Partner, Osler, Hoskin & Harcourt LLPSpeakers: Mackenzie Dimitri, Associate Attorney, Einbinder & Dunn LLP; Melissa Durso, Managing Corporate Counsel, Subway Restaurants; Jeffrey Wolf, Partner, Quarles & Brady

Privacy Law Compliance: Best Practices and Tips for Data Mapping and Consumer RequestsData mapping is a critical first step for a business to comply with new privacy laws, including the California Consumer Privacy Act (“CCPA”). Data mapping helps a business know what personal information the organization holds and where it is held. Businesses that conduct robust data mapping are more prepared when California consumers exercise their right to make three types of requests upon a covered business: the right to know, the right to delete, and the right to opt-out. This session will describe best practices and tips for how franchisors and franchisees can undertake and improve their data mapping, as well as how they can prepare to respond to requests from California consumers.

Moderator: Paul Luehr, Partner, Faegre Baker DanielsSpeakers: Heather Buchta, Partner, Quarles & Brady; Bryan Clements, Managing Attorney, The UPS Store, Inc.

Protecting Your System’s Reputation in the “Fake News Era”In the era of instantaneous reporting and less than rigorous fact gathering, how does a franchise system safeguard its hard-earned goodwill and reputation? This session will examine the role of the lawyer in crisis management when addressing bad press, protest sites, and customer outrage. The panelists will also (i) provide advice on responding when franchisees (and others) leak system confidential information to the press or attempt to leverage the press to their advantage in civil litigation and settlement negotiations and (ii) discuss procedural and tactical advice on how to best use the court or private dispute resolution to safeguard and defend one’s hard-earned goodwill and reputation.

Moderator: Bethany Appleby, Chief Legal Officer, SubwaySpeakers: John Gessner, Partner, Fox Rothschild LLP; Michael Sukenik, Chief Legal Officer, Latin America and Caribbean & Global Senior Counsel, Smoothie King; Sarah Walters, Of Counsel, DLA Piper

Protection, Policing and Enforcement of Trademark Rights GloballyFor systems expanding outside of the US, protection and policing of trademark rights are of paramount importance. Rights to the names of products, franchise systems, and Internet domains can be usurped by a hijacker and are costly to get back. This session will include practical tips for systems expanding internationally from the standpoint of outside counsel, in-house counsel, and third-party service providers.

Moderator: Jami A. Gekas, Partner, Intellectual Property, Foley & Lardner LLPSpeakers: Jill Easton, Senior Associate Counsel, Darden Corporation



“She’s Just Not That into You”: Strategies and Practical Issues in Terminating and Transitioning Ownership of Poor Performing Locations• Non-Litigation alternatives and tools to transitioning ownership of defaulted or underperforming locations• Using litigation as leverage to exiting the system• Limited licenses and other tools to facilitate sale of the locations• Practical considerations in transitioning ownership - assignment of leases, assumption of debt, liquor licenses,

and POS systems

Speakers: Barry Blum, Partner, Genovese Joblove & Battista; Alaina Karsten, Associate, Zarco; Todd Watson, Chief Legal Officer, Marco’s Pizza

The Big Lie: Good Faith & Fair Dealing and Does “Sole and Absolute Discretion” Mean What It Says?Thanks to its ever-expanding application, this formerly limited principle has become a commonly disputed point in the franchise relationship. While franchisors often seek to enforce express rights reserved in the franchise agreement, franchisees commonly assert that the covenant of good faith and fair dealing restricts the franchisor from taking various actions. Franchisors tend to see the application of the covenant as a means for franchisees to limit a franchisor’s discretion and to avoid motions to dismiss. This session will examine the current state and scope of the duty of good faith and fair dealing in the franchise relationship, and what, if any, effect the addition of “sole and absolute discretion” has on the application of the covenant.

• What is the covenant of good faith and fair dealing? • The evolution of the covenant of good faith and fair dealing in the franchise relationship.• Can the covenant contravene an express contract term?• Does “reasonableness” come into play? What about “reasonable business judgment?• Does “sole and absolute discretion” or “sole business judgment” impact the covenant? • Does the inclusion of “sole and absolute discretion” language allow a party to exercise that discretion

unreasonably?

Moderator: Andy Beilfuss, Partner, Quarles & BradySpeakers: John Holland, Partner, Dady & Gardner, P.A.; Jessica McGrath, Vice President & General Counsel, The Huntington Company

Unique and Challenging Franchising Issues in International MarketsThis session will cover several case studies for markets with unique and challenging disclosure, redisclosure or franchisor/franchise offering registration issues, including Malaysia, Korea, Australia, China, and Russia. This session will also provide an overview of the new disclosure, registration, and franchise relationship law set to take effect in Saudi Arabia in April of 2020.

Speakers: Danell Caron, General Counsel, Lift Brands, Inc.; Robert Lauer, Partner, Haynes and Boone, LLP; Diana Vilmenay, Attorney & Shareholder, Polsinelli

B R E A K O U T S E S S I O N S ( c o n t i n u e d )


B A S I C S T R A C K SOur Basics Tracks are designed to provide those who are new to franchising, or those simply in need of a refresher course, a solid foundation in the principles of franchise law. A different topic will be offered during each breakout session time slot.

Basic Track: Franchise LitigationIf a franchise relationship is like a marriage, then divorce is also part of the analogy. Litigation arises when the parties are unable resolve their disagreements by themselves. This session will cover the lifecycle of a franchise action from start to finish. The panel will discuss important procedural considerations, typical claims and defenses, and practical strategies for optimizing your likelihood of success whether in settlement or trial. The topics will include:

• Forum selection and choice of law• ADR: arbitration and mediation• Discovery issues• Motion practice• Common claims, defenses, and remedies• Trial themes and strategies• Settlement considerations

Speakers: Stephanie J. Blumstein, Senior Associate, Einbinder & Dunn LLP; Maisa Frank, Principal, Gray Plant Mooty

Basic Track: Handling Defaults and TerminationsOften considered an administrative process, the management of handling defaults and terminations is anything but. Strategy, relationships and process management are core components of these critical workflows. This session will cover the fundamentals of these workflows and provide practical guidance to reduce risk in a franchise system and to protect the brand.

Speakers: Scott Kuykendall, Assistant General Counsel, Neighborly; Catherine A. Riesterer, Attorney, Cooper & Riesterer, PLC; David Worthen, Partner, Plave Koch PLC

Basic Track: InternationalThis International Franchising Basics Track intensive program bridges the annual IFA Legal Symposium and annual IBA/IFA Joint Conference on International Franchising that immediately follows. This co-production leverages the vast international franchising resources that will be in attendance. We invite you to learn the fundamentals from an incredibly knowledgeable group of lawyers and other advisors from the U.S. and around the world as you prepare to stay for the IBA/IFA Joint Conference scheduled for the next day.


1 0 I FA L EGA L SY M P O S I U M : E L E VAT I N G F R A N C H I S E L AW

• Assessing a franchisor’s readiness for international expansion• Selecting the countries for development• Deciding on the deal structure• Choosing the right franchise partner• Key business terms to address• Understanding local law and franchise registration / disclosure obligations and trademark requirements

Moderator: Kendal Tyre, Attorney, Nixon PeabodySpeakers: Adam Aberra, General Counsel, FIVE GUYS® Enterprises, LLC; Stephanie Zosak, Associate, DLA Piper LLP (US)

Basics Track: Mergers & Acquisitions• Overview of the deal process.• Preparing to sell to optimize purchase price.• Valuation metrics.• Buyer’s due diligence considerations.• Identifying red flags – Joint Employer/vicarious liabilities, sales violations, supplier issues, data privacy, expansion

concerns.• Negotiating key terms of the purchase agreement.• Disclosure considerations – FTC, SEC, franchisees, employees, etc.• Post-closing integration.

Moderator: Carl Hurwitz, VP & Assistant General Counsel, Marriott InternationalSpeakers: Lucie Guyot, Counsel, Faegre Baker Daniels LLP; Laura Roberts, VP, General Counsel & Corporate Secretary, Bojangles’ Restaurants, Inc.

Basic Track: Registration & DisclosureThis session provides an introduction to the federal and state franchise registration and disclosure laws that franchisors must comply with in offering and selling franchises in the United States. The following topics will be covered:

• What are the federal and state laws that regulate the offer and sale of franchises?• What information must be included in the Franchise Disclosure Document (FDD)?• What are the timing and delivery requirements for the FDD?• Which states require registration of the FDD and what is the registration process?• What exemptions exist for registration and disclosure under federal and state law?• What are the requirements for amending and renewing the FDD?

Speakers: Christine Johnson, General Counsel, Le Duff America; Kyle Lennox, Associate, Greenberg Traurig, LLP

Basics Track: Trademarks & IPTrademarks, copyrights, trade secrets and other IP are the keystone of franchising. This session will discuss the various types of intellectual property; the role they play in franchising; the treatment they receive in the FDD and Franchise Agreement; how they are registered and protected, and how they are enforced against trademark infringers and franchisees who default.

Speakers: Marisa Faunce, Partner, Plave Koch PLC; Kathryn Thomas, VP & Managing Counsel, Dunkin’ Brands, Inc.


Each year our task force strives to enhance the Legal Symposium experience to deliver real-world solutions and top-of-the-line value to all who attend. Take a look below at some of the highlights we think you’ll enjoy at our 53rd Annual Legal Symposium.

B A S I C T R A C K

Our Basic Track is designed to provide those who are new to franchising, or those simply in need of a refresher course, a solid foundation in the principles of franchise law. A different topic will be offered during each breakout session time slot.

E T H I C S C O U R S E

We are offering one class on Monday morning and Tuesday afternoon that will be eligible for ethics credits: Franchisee Associations: Combative or Collaborative? A Practical Guide to How (And Why) Franchisees Organize into Associations and How Franchisors Can Work with Them. See listing on previous pages for full details.

MAY 5-6, 2020 • JW MARRIOTT • WASHINGTON, DC

36TH ANNUAL

I B A / I F A J O I N T C O N F E R E N C E

Do you want to learn more about the current issues facing the international franchise law community? Extend your stay in Washington to participate in the 36th Annual IBA/IFA Joint Conference, May 5-6. Partnering with the International Bar Association’s Franchising Committee each year ensures we offer a comprehensive program focused on the latest international franchise law issues. Interactive sessions include a “News from Around the World” update during which expert international franchise law professionals provide a roundup of developments in franchising from some of the world’s hottest jurisdictions. Don’t miss the annual IBA/IFA Conference Reception

B O N U S F E A T U R E Sand Dinner which many regard as one of the premier networking events offered all year. By attending the IBA/IFA Joint Conference you will also earn additional CLE and CFE credits. There is a separate fee to participate in this program. For more information and to register please visit franchise.org/events/2020-iba-ifa-joint-conference.

S O C I A L & N E T W O R K I N G E V E N T S

In addition to premier educational content, one of the most important benefits of participating in the IFA Annual Legal Symposium is the opportunity to build relationships with franchise attorneys and business executives. Several networking events are offered during the program. Take advantage of your time away from the office by joining your colleagues at the following social events where the only thing on the agenda is building your portfolio of contacts in the franchise industry.

• Welcome Reception – Sunday evening• Monuments by Moonlight Night Tour – Sunday

evening (additional fee)• Networking Luncheon – Tuesday afternoon• Annual Networking Reception – Monday evening• Refreshment Breaks

franchise.org/legal-symposium 1 1


S Y M P O S I U M P R E - R E G I S T R A T I O N

Pre-registration for the Legal Symposium closes April 17, 2020. After this date please register at our On-site Registration Desk during official Registration hours. On-site registrations will be subject to an additional $100 fee. Advanced registration for individual concurrent sessions is not required. Rooms will be set to maximum capacity and seats are available on a first-come, first-served basis. To register for all programs and events described in this brochure, please visit franchise.org/legal-symposium.

W H A T D O E S Y O U R R E G I S T R A T I O N F E E I N C L U D E ?

• Entry into all educational sessions;• Extensive course materials;• Welcome Reception Sunday, May 3;• Continental Breakfast Monday, May 4 and Tuesday,

May 5;• Refreshment Breaks Monday, May 4 and Tuesday,

May 5;• Lunch Monday, May 4 and Tuesday, May 5 and• Networking Reception Monday, May 4.• Symposium registration lists that will be distributed

to all attendees and sponsors, and include their names, companies, titles, phone numbers and email addresses.*

O P T I O N A L N E T W O R K I N G A C T I V I T Y

New this year, is an opportunity to see Washginton, DC monuments lit up in the evening while networking with your fellow attendees. For an additional small fee of $35, experience the beauty and majesty that DC projects by the light of the moon with stops at the Iwo Jima Marine Corps Memorial, FDRl, Lincoln, Vietnam Veterans, Korean War and Martin Luther King, Jr. Memorials.

C L E C R E D I T S

Your attendance at IFA’s Legal Symposium qualifies you for Continuing Legal Education Credits (CLEs) in many states. Details on how to earn credits will be available on-site at the Registration Desk.

I C F E C R E D I T S

You will earn 300 Education Credits and 100 Participation Credits toward the completion of the Certified Franchise Executive (CFE) accreditation by attending the IFA’s 2020 Annual Legal Symposium.

H O T E L I N F O R M A T I O N

You may reserve your hotel room at the Grand Hyatt Washington, Washington, DC by visiting franchise.org/legal-symposium or calling 1-800-233-1234 and indicating you are attending the IFA 2020 Legal Events. Our room rate for a standard room is $349 (single or double). The deadline for making reservations is April 6, 2020 (or when the IFA room block is filled, whichever is first.) Once the room block is sold out, reservations will be accepted based on availability.

R E G I S T R A T I O N

R E G I S T E R T O D A Y For the best value, register before April 17, 2020 at franchise.org/legal-symposium.

*If you do not want your information included on the registration lists, please email [email protected].


Registration fee includes course instruction and materials, two continental breakfasts, two luncheons, two cocktail receptions and refreshment breaks. Advance sign-up for individual concurrent sessions is not required.

Please complete one form per person. Pre-registration closes April 17, 2020. On-site registrations are subject to an additional $100 fee after this date.

Full Name ________________________________________________________________ Nickname for Badge_____________________________

Title _____________________________________________________________________________________________________________________

Company ________________________________________________________________________________________________________________

Address __________________________________________________________________________________________________________________

City __________________________________________________ State__________Zip Code___________________ Country_________________

Telephone_____________________________Mobile______________________________Email _________________________________________

Check here if you would like to receive emails on Symposium events and issues of interest.

Is this your first Legal Symposium?

Do you require special accommodations to participate in this event? Please email [email protected].

IFA Member 1-3 registrants when registering together from the same company .......................... $950

4 or more registrants when registering together from the same company ............... $900

Monuments by Moonlight Night Tour ......................................................................... $35

Non-Member Individual registrant ................................................................................................ $1,550

Grand Total $ __________________

REGISTRATION FEESPlease mark the appropriate box to indicate your participation and fees. Registration fees are per person.

PAYMENT METHOD Check Enclosed Payable to “IFA” (Federal Tax ID #36-6108621) Credit Card: (circle one) American Express Visa Mastercard Discover

Account #______________________________________________Expiration ________________________________ Security Code___________

Card Member Name _______________________________________________________________________________________________________

Signature_____________________________________________ ____________________________________________________________________

QUESTIONS? Call 202-662-0763, email [email protected] or visit franchise.org/legal-symposium

Complete and return by April 17 with payment to:IFA’s Annual Legal Symposium1900 K Street, NW, Suite 700, Washington, DC 20006 USAFax: 202-628-0812, [email protected]

Hotel Information:You may reserve your hotel room at the Grand Hyatt Washington, Washington, DC by visiting franchise.org/legal-symposium or calling 1-800-233-1234 and indicating you are attending the IFA 2020 Legal Events. Our room rate for a standard room is $349 (single or double). The deadline for making reservations is April 6, 2020 (or when the IFA room block is filled, whichever is first.) Once the room block is sold out, reservations will be accepted based on availability.

Cancellation Policy:Full refunds (minus a $50 administration fee) will be granted for registrations cancelled at least 14 days in advance of the Symposium. A 50% refund (minus a $50 administration fee) will be granted for registrations cancelled 7-14 days in advance. No refunds will be permitted for cancellations less than 7 days in advance or for “no shows.” All requests for cancellations must be made in writing. Substitutions are permitted at any time at an additional fee of $50.

REGISTRATION FORM MAY 3-5, 2020 | WASHINGTON, DCMAY 3-5, 2020 | WASHINGTON, DC

Registration fee includes event access, course instruction and materials. IFA may offer additional services for this event as detailed in the event’s brochure. This event’s brochure can be accessed at franchise.org/legal-symposium. IFA will also compile an event registration list, which will include your name, company, job title, phone number and email address provided on this form. The list will be sent to all attendees, event sponsors and exhibitors both before and after the event, who, in accordance with their contracts with IFA, may use this information to contact you about their products, services and special offers. For questions about our registration list policy or to be removed completely from the registration list, please contact [email protected].

Please check here if you do not want your email address included on the registration list.

International Franchise Association1900 K Street, NW, Suite 700Washington, DC 20006www.franchise.org