Franchise, Direct Selling and Distribution

Manufacturers, retailers, suppliers and distributors of goods benefit from Gardere attorneys' expertise in the variety of legal disciplines that affect the movement of products and services through commerce. The group focuses on business structures, state and local tax matters, independent contractor/employee issues and disputes with franchisees, distributors and suppliers. Our team’s experience includes representation of franchisors and franchisees, and the development and registration of franchising and marketing programs for regional, national and international companies, addressing the related regulatory and litigation issues.

Our litigation attorneys represent franchise clients before federal and state courts and in arbitration matters. We have substantial experience with the issues that frequently arise in franchise litigation, including in class action and multidistrict litigation, obtaining or blocking preliminary and permanent injunctions, unfair trade practice and antitrust litigation, litigation involving state dealership protection statutes, and trademark infringement litigation. Our cases range from disputes with individual franchisees or dealers to matters affecting the entire franchise or dealership system. We are also equipped and skilled at handling numerous other areas that impact our franchise clients, including drafting and negotiating franchise and distribution contracts, creating dealer-owned cooperatives, registering copyrights and trademarks, and litigating related intellectual property issues.

A significant portion of Gardere's counsel in the franchise and direct selling practice relates to international outbound and inbound transactions. We have substantial experience representing clients in Mexico and Latin America through its Mexico City office. The Firm plays an active role in transactions throughout Europe and the Pacific Rim, as well as in Canada, the Caribbean, the Middle East and Latin America.

Franchise, direct selling and distribution attorneys assist clients with the numerous legal concerns that affect the movement of goods, capital and services through commerce, including:

  • Structuring distributor, direct sales, franchise, or dealer programs and systems.
  • Drafting direct sales, franchise, licensing, supplier, independent contractors, manufacturing and dealer agreements.
  • Preparing federal and state registrations, disclosure statements and offering circulars.
  • Counseling on state, federal and international direct sales, franchise and business opportunity laws.
  • Advising clients with respect to special industry laws regarding the sale and distribution of motor vehicles, liquor, beer and wine, farm and heavy equipment, and motor fuels.
  • Counseling on federal and state income and sales tax matters.
  • Addressing trademark, trade name, copyright, patent, unfair competition and registration issues.
  • Assisting with product labeling issues, product approval, FDA and FTC regulations, and warranty matters.
  • Counseling on direct selling compensation systems, including multiple level and party plan compensation systems.
  • Structuring marketing and advertising programs and materials, and advising on sweepstakes, contests, promotions and product claims.
  • Advising on national, state and international tax and customs regulations.
  • Litigating regulatory, termination, contract, tax and other business-related issues.
  • Structuring international expansion and businesses.

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