King & Spalding's experience embraces all facets of distribution and franchising relationships, including structuring transactions, ongoing counseling, and litigation. We regularly assist clients in a variety of franchise and distribution related issues, ranging from establishing distribution networks to major systemic litigation.
The firm's Franchise & Distribution Practice is comprised of a multi-disciplinary team of lawyers who bring broad perspective and experience to clients' franchising and distribution matters. Franchise and distribution issues often are not narrowly defined, and the firm has found that clients are best served by a group of both transactional and litigation lawyers versed in franchise and distribution issues, as well as other substantive practice areas.
Litigation Dispute Resolution
King & Spalding always strives to resolve cases before full-scale litigation erupts. When necessary, however, our lawyers are prepared to fight. We have litigated, with impressive results, franchise/distribution cases ranging from individual suits with franchisees and distributors to massive litigation arising out of systemic changes in distribution systems. These lawsuits include claims based on industry-specific legislation, franchise statutes, unfair business practices act claims, antitrust laws, state and federal RICO laws, as well as common law claims for breach of contract, fraud, and bad faith. We also have extensive experience in representing franchisors and franchisees in franchise termination litigation. We have achieved successful litigation and dispute resolution results for both franchisors/manufacturers and franchisees/distributors on a local, regional, and national basis in federal and state courts. King & Spalding has served as national distribution litigation counsel for a variety of companies, including The Coca-Cola Company, JCB, Inc., and MillerCoors LLC.
The firm has over 30 years of experience counseling clients on structuring relationships to avoid franchise disputes. Our franchising lawyers have practical, hands-on experience in determining the potential application of federal and state franchise statutes to unique business arrangements. We provide clients with responsible and preventive exposure analysis of these difficult laws. We negotiate with franchisee associations on the full range of issues affecting franchise and distribution systems and we regularly advise on sensitive franchise relations issues such as advertising funds, purchasing requirements, and expansion of the system.
Structuring Distribution and Franchising Relationships
We have helped dozens of clients structure complex franchise and distribution relationships. Our lawyers work closely with clients and in-house legal staff to accomplish business goals, while anticipating potential structural problems and litigation issues.
King & Spalding has represented numerous clients in structuring franchising relationships that comply with complex federal and state franchising laws. These laws can be quite well known - such as statutes governing standard franchise relationships - or more obscure - such as those governing heavy equipment distributors. Our lawyers have assisted clients of all types and in every aspect of the franchising relationship. We have structured entire franchise systems for start-up franchisors as well as helped well-established, long-standing clients improve their systems.
Our lawyers draft Uniform Franchise Offering Circulars, franchise agreements, area distribution agreements, and every other agreement and document central to the franchise relationship. In addition, we represent franchisors in obtaining regulatory approval from the various state administrative bodies charged with franchise compliance. We advise franchisors in working with franchise advisory councils and associations, and also represent such councils and associations in negotiating with franchisors. Finally, we structure numerous franchise programs of varying complexity and obtain registration of their offering circulars in all relevant states.
King & Spalding has substantial experience in representing lenders in a wide range of transactions involving franchisee borrowers. These transactions typically involve financings for the acquisition, development, construction, and working capital needs of the franchisee. Our corporate lawyers have handled franchise company merger and acquisition transactions and related public and private financing. With experience in the banking, finance, and real estate areas, King & Spalding represents clients in the structuring, negotiation, and closing of loan transactions involving franchisee borrowers. The firm also assists its clients in the development of new loan programs. In addition, the firm has substantial experience in lease financings, including leveraged lease financings.
Marketing and Distribution
King & Spalding represents businesses in connection with the structuring and restructuring of trademark licensing, marketing, sales agency, and distribution arrangements. In connection with these types of matters, the firm has advised clients with respect to numerous legal issues which may arise in connection with such licensing, marketing, and distribution arrangements, including applicability of state and federal franchise laws, antitrust issues, tax issues, and licensing issues, as well as basic contractual issues governing marketing and distribution arrangements.