Strasburger & Price, LLP's Franchise & Distribution Team specializes in the representation of businesses using franchising, licensing, dealership, or direct selling arrangements for the distribution of goods and services, both domestically and internationally. Over the years, the firm has earned a national reputation for quality representation of franchisors, licensors, motor vehicle manufacturers, direct sellers, and product distributors — from start-ups to multinational corporations.

Our lawyers have a broad range of experience in the legal disciplines affecting franchises, direct sellers and other distribution systems, including: development of systems, regulatory compliance, contracts, intellectual property, dispute resolution, antitrust, international and administrative matters. We have represented a number of businesses in a wide variety of trades and industries, including: restaurant, automotive, health and beauty, business services, building products and services, clothing and accessories, food and beverage distribution, decorative products, computer related products and services, hospitality, printing and photography, rental purchase businesses, and other retail businesses and services.

SYSTEMS, REGULATORY COMPLIANCE AND TRANSACTIONS

Our Franchise & Distribution Team has the knowledge and skills to assist companies with the multitude of legal concerns that affect franchise and distribution systems, including:

developing franchise, direct selling, dealership, and distribution systems;
advising on compliance with state and federal regulations;
counseling on all aspects of corporate, partnership and securities issues;
preparing license, franchise, dealership, "co-branding," and distribution agreements;
drafting master franchise, area representation, sub franchise, development, and other agreements (domestic and international);
preparing and filing franchise disclosure statements, registrations and offering circulars;
advising on supply systems for franchisors and distributors;
counseling on dealer qualification issues;
counseling on product labeling issues;
assisting with all aspects of real property sales, leases, site development issues and financing;
counseling on antitrust and trade regulation issues;
advising on encroachment, non-renewal, termination, transfer, and other franchising and distribution issues;
planning for favorable tax treatment (state taxes and federal income taxes);
counseling on importation, exportation and transportation issues; and
assisting with mergers and acquisitions.

INTELLECTUAL PROPERTY

Our Franchise & Distribution Team includes attorneys with intellectual property experience, who provide franchisors, distributors, and licensors with comprehensive intellectual property representation, including trademarks, copyrights, patents, know how and trade secrets. These attorneys advise clients on the registration, licensing, and exercise of intellectual property rights in the United States and abroad, and they have been leaders in counseling clients on emerging Internet issues. The firm regularly provides pre use clearance advice, conducts clearance searches, and files and prosecutes trademark and patent applications. These attorneys also handle related dispute resolution, such as oppositions and cancellation proceedings before the Trademark Trial and Appeal Board, and infringement actions.

DISPUTE RESOLUTION

Litigation

Our Franchise & Distribution Team counsels franchisors regarding risk management policies and procedures to reduce potential liability, and our attorneys work with clients to create business solutions to resolve disputes short of costly litigation. Since litigation cannot always be avoided, our Team includes attorneys with substantial knowledge and experience in franchise, licensing, distribution and business litigation and dispute resolution. Our attorneys are prepared to protect and defend the rights and assets of clients in Texas and throughout the United States. Since its inception over sixty years ago, the firm has been regarded as a premier civil litigation law firm. A portion of the firm's extensive litigation practice is devoted to the specialized representation of franchisors, licensors, and distributors.

Our attorneys have successfully handled a wide variety of franchise and distribution disputes, including claims for wrongful termination, breach of contract, tortious interference, fraud and misrepresentation, fraudulent earnings claims, encroachment, unfair competition, trademark infringement, breach of covenants of confidentiality and non-competition, antitrust violations and deceptive trade practices. We also serve as national, regional, or Texas counsel for certain clients, either supervising local counsel, acting as local counsel, or otherwise coordinating and overseeing the representation of many types of civil disputes.

Mediation and Arbitration

Our Franchise & Distribution Team also regularly handles the full range of alternative dispute resolution proceedings, including arbitration and mediation, which are frequently used by franchisors and distributors to resolve disputes within their systems. Several firm members have served on American Arbitration Association panels for the arbitration of disputes, including those related to franchise and distribution matters.

ANTITRUST

Strasburger's Franchise & Distribution Team includes antitrust specialists with extensive experience in the critical antitrust issues that apply to franchisors, manufacturers, and distributors. These attorneys have successfully represented clients in civil antitrust suits under the Sherman Act and the Clayton Act against claims of monopolization, attempted monopolization, conspiracy to monopolize and price fixing. These attorneys advise clients on antitrust issues affecting distribution and pricing, marketing and promotional activities, joint venture arrangements, other competitor cooperative arrangements, and mergers and acquisitions.

LICENSORS, DISTRIBUTORS AND MOTOR VEHICLE MANUFACTURERS

Strasburger has a broad range of experience in legal matters that affect licensing, distributorship, and dealership transactions, including business qualification, transportation, product labeling, tax, dealer qualification, and termination matters. Strasburger has over 16 years of experience in representing major motor vehicle manufacturers and distributors in connection with Dealer Network issues in Texas and the Southwest and before the Texas Department of Transportation—Motor Vehicles Division.

INTERNATIONAL

Our Franchise & Distribution Team has assisted clients with international franchising and distribution matters, both "outbound" and "inbound." The firm's attorneys have played active roles in transactions throughout the world. These experienced and accomplished attorneys focus on the legal, business and political aspects of international trade and trade-related problems and deliver legal solutions that make solid business sense. Strasburger has an extensive network of law firm contacts worldwide and considerable experience in working with foreign counsel on behalf of its clients. Additionally, the firm has a number of attorneys who are fluent in a variety of foreign languages. Our lawyers are also active participants in and frequent speakers at conferences sponsored by the Direct Selling Association, the International Franchise Association, the International Bar Association and the American Bar Association's Forum on Franchising.

Mexico Office and Experience

Our Franchise & Distribution Team includes attorneys with extensive experience in advising clients on the creation of Master Franchise relationships, Area Development arrangements, and Direct Unit Franchising in Mexico, as well as assisting franchise clients on intellectual property protection strategies and system adaptations to Mexican cultural and legal norms. We have assisted U.S. direct selling companies with numerous legal issues in Mexico. The firm's subsidiary, Strasburger & Price, SC, and its joint venture firm, Strasburger & Forastieri, SC, field both Mexican licensed attorneys and U.S.-trained bilingual attorneys working as Foreign Legal Consultants in Mexico City. These lawyers complement the U.S. offices in representation of franchise, direct selling and distribution clients and have a proven track record of overcoming obstacles to "get the job done" in an environment where delays are common and special knowledge is needed to navigate complex political, business and cultural obstacles.

ACCOMPLISHMENTS OF THE TEAM

Assisted international direct selling companies with their import and export trade compliance obligations.
Represented a U.S. armored security firm in the creation of its international franchise program and the granting of its first Master Franchise in Chile.
Represented private direct selling company in obtaining approximately $6 million Texas franchise tax refund.
Assisted direct selling companies in negotiation of state sales and use tax collection agreements.
Provided extensive counseling to direct selling company on Mexican employment issues and creation of polices and procedures for Mexican subsidiary.
Obtained successful resolution of claims brought against fast food franchisor by several of its franchisees.
Assisted fast food franchisors with their Mexican franchise compliance obligations.
Represented a U.S. commercial motor vehicle manufacturer in the organization and documentation of its Mexican dealer network.
Represented a multinational hotel franchisor, an international language school franchisor, a retail franchisor, and an auto parts franchisor in developing their Mexican franchise operations.