Franchise and Distribution

A short video introduction to Peter Dillon, Head of Siskinds Franchise, Licensing & Distribution Law Group.

Siskinds has one of the most advanced franchise and distribution legal teams in the world. We don't try to be all things to all people, but we do try to be all things to our franchise and distribution clients.

From a technical perspective, our members are second to none. Franchise and distribution law is all they do: day in, day out. That builds experience with an incredible variety of systems and techniques that cross-pollinates the work product we offer to each of our clients.

Leadership

Our practice group leader, Peter Dillon, has an international reputation in franchising, including several unique accolades:

• Canadian Governmental Expert to UNIDROIT (the Institute for the Unification of Private International Law, based in Rome) on the subject of Franchising.
• The only non-American member of the Franchise Advisory Committee of NASAA (the North American Securities Administrators Association).
• A recognized expert on the subject by Lexpert, the leading peer-review journal of legal specialization in Canada.
• Listed in Franchise Times as one of the leading 100 franchise attorneys in North America.
• Listed in the International Who’s Who of Franchise Lawyers.
• Although Peter's practice is now restricted to transactional work, he has an extensive litigation background, with almost 50 trials and reported decisions in the Tax Court, Bankruptcy Court and the Canadian International Trade Tribunal.

Expertise

We author most of the leading Canadian texts on the subject of franchising, including:

• The Annotated Ontario Franchise Act, published by Canada Law Book.
• The Annotated Alberta Franchises Act, published by Western Legal Publishing.
• Siskinds Franchise Netletter, published by Lexis-Nexis.
• The Journal of Franchise and Distribution, as a contributing editor.

Recognition

Our lawyers are frequently invited to speak at or contribute to continuing education events hosted by law societies, bar associations and franchise trade associations, and to contribute their comments and opinions to the media.

Fixing Fees

Many of our assignments are completed for clients on a fixed-fee basis. Regular clients may have a series of regular transactions for which a fixed-fee is charged. This provides budget predictability, and removes one of the largest aggravant many companies find in dealing with their attorney: sticker shock. Some of our clients also operate on the basis of fixed monthly retainer arrangements.

Our Philosophy on Service

We put our heart and soul into our business. We answer the telephone. We return messages. We utilize technology to provide increasingly better speed, accuracy, excellence and enhanced service. We're usually not satisfied with the way things we did things last year: we're motivated by a constant desire to improve — improve our knowledgebase, our documentation, and our client service levels.

Living in the Solution

We don't see our job as just identifying problems, much less creating them. Working as an integral part of our client's organization allows us to assess situations and foresee issues well in advance of problems arising. When they do, we're not happy until a solution is found that makes sense for our client (not dollars for us). We are litigation-averse by nature, since in ongoing relationships we've found that litigation can quickly drain the life-blood of the organization, and undermine its profitability and even its existence. We invest time in the up-front systems that help weed out problems at the outset, and maintain our advice about how to minimize the risk inherent in the operation of any business, and hence increase profits and success.

Dropping the Hammer

Occasionally, our clients have no alternative but to seek or defend their actions in court, or to attempt to resolve disputes in less confrontational ways, using alternative dispute mechanisms. When that happens, we're there. Sometimes the strategy requires an aggressive strategy, sometimes it's more of a wait-and-see. We work with clients at the outset to identify and assess strengths and weaknesses, and break complex matters into bite-sized pieces, to better allow tactical decisions to be made, and budgets established. At each stage, we assess progress, and consider new alternatives that may have arisen. Our litigation group provides much needed and expert support to our transactional group, but it's very much a side show to the main event; that is, since none of our clients are in the business of litigating, neither are we.

Cutting-Edge

We aren't satisfied to operate the way lawyers did during the Industrial Revolution—or even as most do now. Franchises are fast-moving, information-driven organizations, and we've designed our practice to fit our clients' needs—not the other way around. We rely heavily on electronic communication, proprietary software and other technology to produce franchise and other documents needed by our clients at light speed, with consistent accuracy, and at unit a cost that's less than the VP Finance can do it at.

Being Connected

Producing paper isn't where we begin and end. In fact, our agreements are shifting increasingly to electronic production, execution and storage. We provide our clients with on-line access to their documents, both the precedents and, shortly, all documents executed by each franchisee, together with access through our website to a proprietary database of information with comprehensive location-specific information on each individual franchise agreement, lease, PPSA registration, etc.

The Usual Stuff

Of course, we do everything that the world's other leading franchise attorneys do, only our constant system-driven improvement processes let us do it better, faster and more cost-effectively. Here's an overview of what we do:

• "Canadianization" of US and foreign franchise systems, with consideration of tax, language, securitization, disclosure (including conversion of UFOC’s) and application of federal and provincial law.
• Consultation and assessment regarding whether and how to franchise a concept or business.
• Franchise-avoidance techniques.
• Development of all documentation necessary for the commencement of franchising, ensuring that the documentation reflects the realities of the business, market and region in question.
• System or unit conversions.
• Co-branding.
• Master franchising and area development, anywhere.
• Initial and ongoing compliance with all legal requirements, including preparation and registration of disclosure documentation.
• Protection of all intellectual property.
• PPSA/UCC registrations.
• Establishment and structuring of the appropriate legal entities, in various jurisdictions.
• Negotiation and conclusion of complex transactions of sale, supply, merger, and acquisition.
• Establishing efficient systems for the routine sale of new or existing units.
• Employment matters.
• Competition and anti-trust.
• Immigration and visas.
• Disputes (mediation, arbitration, litigation).
• Defending class actions brought against franchisors.
• Enforcement and collection of debts and judgements, wherever we need to go.
• Financings and capitalization, both initial and ongoing, including debt and equity offerings, and stock-market listings.
• Insolvency, restructuring and bankruptcy.
• Structuring advertising funds and developing advertising programs and materials.
• Developing supply programs for franchisees and distributors, including cooperatives.
• Real estate acquisition, leasing and development.

Global Reach

The world is not such a big place anymore. Contemplating global expansion quickly becomes an occupation of the CEO. We can help. As the result of direct experience or involvement with other organizations or attorneys around the world, we work with our clients to develop their systems globally.

Getting along with others

Large or expanding systems often require that we work as part of a team with in-house counsel or foreign counsel. Some lawyers don't like that. We love it. It gives us the opportunity to grow from their experience, and sharpens our skills. We work hard to ensure continuous, fast and open communication, regardless of time-zones.

How does this all unfold?

At the outset, starting a franchise, undertaking expansion, buying another system, or getting served with a class action claim can be pretty overwhelming—to say the least. Our job is to provide that combination of structure, advice, experience and assistance that gets superior results, quickly. For those who are really new to this area of business, here's a primer on what you might expect if you're looking to start a new franchise system:

Prior to the initial meeting we will discuss your system, concept, business and results with you at some length. We will review all of your existing materials, including financial results, legal agreements and advertising materials. We will conduct a general review of the marketplace to assess where you fit in the overall industry sector.

The initial meeting will identify many of the critical issues for the start-up franchisor. We meet to discuss the structure of the proposed franchise or distribution program. We question, explore, and evaluate options. We raise issues for consideration, analysis and development.

Follow-up. Following the initial meeting, there is usually a period where additional materials, data and information is gathered, assessed, discussed and refined. This period can take anywhere from a matter of days, to many months, depending on the state of development of the business, and the experience and motivation of the principals.

Creating structure and terms. With the structure and basic terms of the system defined, we commence to draft the necessary documentation. These will include the types of documents typical to a franchise, such as franchise agreements and disclosure documents/offering circulars, as well as any necessary trademark applications, leases (real estate and equipment); construction agreements; deposit, commitment, confidentiality agreements; Internet policy and procedure agreements; privacy policies and documentation; and software and trademark licenses. These documents can usually be prepared in a matter of days, although the very process of "discovering" the terms of the arrangement can sometimes take on a life of its own, and result in more time being required. Likewise, negotiations with other parties sometimes results in longer time frames.

Moving Forward. We look forward to working together with you to start, expand or re-structure your system, or to solve whatever problem or seize whatever opportunity you're dealing with, anywhere. Contact Peter Dillon at 800-816-9596 (or 519-672-2121 outside of North America) or electronically at peter.dillon@siskinds.com.