Franchise & Distribution

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Whether you are looking to develop, grow, restructure or maintain your brand’s footprint, network, or distribution channels, we help you minimize risk while achieving your business and strategic objectives.

The franchise model can be an attractive but complex option for owners in a wide variety of industries. Whether you’re looking to establish, develop, grow, restructure, maintain, or defend a franchise system or distribution network, Seyfarth is well-positioned to help minimize risk while achieving your business and strategic objectives.


At Seyfarth, we understand the business and legal trends that shape the franchise and distribution space. We are widely known for counseling and defending franchisors, distributors, and manufacturers in a variety of industries, including motor vehicle and transportation, food and beverage, hospitality, and retail.

We are regarded as go-to counsel on the most significant matters and as thought-leaders who stay abreast of the regulatory, technological, and other competitive factors affecting our clients. While we provide our franchise clients with a full range of the traditional corporate, transactional, regulatory, counseling and litigation services, we also collaborate across many related practice areas to provide comprehensive counsel to our clients.

As frequent speakers and thought leaders at trade and industry organization events like the International Franchise Association’s Legal Symposium, the International Franchise Expo, Retail Industry Leaders Association, Global Automakers, the National Association of Motor Vehicle Boards and Commissions, Association of Corporate Counsel, Entrepreneurs Organization, and Young Presidents’ Organization and global conferences like the Henry Steward Conference Studies on Hotel Management & Franchise Agreements, our attorneys closely monitor business and legal trends affecting franchisors and distributors.


We serve as strategic and creative problem solvers who can assist with such complex and cutting-edge issues as:

  • Franchise and Dealer Agreement Development, Implementation and Network Management. We help new and existing franchisor, distributor, and retail clients develop optimal distribution structures and networks, prepare and register franchise agreements and related disclosures, and help them strategically review and modify existing documents.
  • Managing Changing Markets and Technology. We are helping our transportation/mobility, retail, and hospitality clients assess and respond strategically to today’s fast-paced technological changes and evolving consumer behaviors impacting so many industries and disrupting traditional distribution networks.
  • Alternative Growth and Network Strategies and Agreements. To address ever-changing market forces, we assist franchise and distributor clients strategically assess their existing networks and help develop agreements and other strategic relationships to help achieve business goal, including alternative network agreements; brand extension licensing; co-branding agreements; holding company and major investor related agreements; strategic partnerships and Joint Venture agreements.
  • International Expansion. With offices in London, Shanghai, Australia, and extensive global and cross-border experience in 50+ Countries and an extensive local counsel network, we assist clients develop strategies for how to effectively take their franchise and other business concepts to foreign markets.
  • Enforcing Franchise and Dealership Agreements and Operating Standards. Enforcement of system and operating standards is critical to the viability of any network. We help clients enforce their system standards and, when needed, assist with terminations and other enforcement actions.
  • Strategic Investing, Including M&A. We help our franchisor and private equity clients on a wide variety of M&A transactions and strategic investments in franchise systems and large multi-unit developers. We assist in pre-transaction strategic planning, valuation, legal and business due diligence, franchise system strength analysis, preparation and negotiation of definitive purchase agreements, financing agreements, post-closing integration and the amendments to franchise offering documents required as a result of the transaction.
  • Pricing, Incentive and Promotional Programs. We help clients structure and defend their pricing, incentive, customer loyalty, and consumer satisfaction programs. When necessary we defend those programs against state and federal claims of price discrimination, including under the Robinson-Patman Act and other price fixing and antitrust claims.
  • Strategic Counseling. We understand market and industry trends and provide proactive advice for clients on leading issues such as antitrust and regulatory compliance; data management, privacy laws and cyber security, and evolving Labor & Employment/HR related issues, including franchisee misclassification, joint employer and vicarious liability.
  • Warranty Reimbursement Programs. We advise our motor vehicle clients on how to design their warranty reimbursement programs to comply with state laws and defend these programs when they come under attack by dealers or dealer associations.
  • Bankruptcy and Financially Distressed Operations. Our multidisciplinary team helps franchisors and distributors enforce their rights when dealers, franchisees, and other network participants face financial distress or file for bankruptcy protection. We understand the key issues, including, post-petition enforcement and terminations; asset sales, right of first refusal and defending set off and recoupment rights.
  • Litigation and Dispute Resolution. We regularly represent clients before state and federal courts, administrative agencies, and in arbitrations in all franchise and distribution related matters, including terminations; antitrust claims; territorial and encroachment claims; enforcing Right of First Refusal and Purchase Options, and Fraud & Business Tort Claims.
  • Multi-District, Multi-Plaintiff and Class Actions. We defend clients across the country faced with Consumer Class Actions, Franchise multi-plaintiff, and “Mass Actions”.
  • Trademarks, Trade Secrets and Non-Competition Agreements. We help clients protect and enforce their trademark rights, trade secrets, and other intellectual property rights.


We are not only known for delivering exceptional client service and outstanding results, but for doing so in true partnership with clients through our acclaimed service delivery platform. This innovative approach, which combines our vast legal acumen with process design and robust technology resources, sets us apart in the market. We continually demonstrate and provide value through a clear understanding of client needs and desired outcomes, transparent communication and collaboration, right-sized staffing approaches, and the use of data to drive alternative fees.