Practices  |  Franchise


Wiley Rein’s Franchise Group provides a full range of legal services to meet the needs of franchisors.  In addition to our expertise representing U.S. franchisors domestically, our attorneys specialize in helping U.S. franchisors expand internationally, having done franchise deals in more than 70 countries, and in helping non-U.S. franchisors develop in the U.S.  Chambers USA rates the Group as one of the nation’s leading franchise practices, noting that it is “a strong contender in the transactional and compliance-related areas” and “offers a wide range of services to both startup and established franchise systems.” Our attorneys also have extensive experience as franchise counsel in a variety of financial transactions, including whole business securitizations.

We pride ourselves on the personal attention that our attorneys provide to clients, a level of service acknowledged by Chambers USA, which noted that clients commended the Group for its “excellent way of building relationships with their clients.” We are committed to learning about our clients’ businesses so we can better identify and address client needs, and consider it high praise that a client told Chambers, “They’re basically my right arm when it comes to our franchise work outside the USA.” We regularly provide franchise compliance training to our clients at no cost and staff matters so that we do not over-lawyer matters, nor do we delegate responsibility to lawyers the client has never met. Instead, we use our resources, including our associates and legal assistants, to promote efficiency, but never as a substitute for the personal attention of the partners with whom our clients have developed a trusting relationship. Our goal is to build long-term relationships with our clients and help them as they grow their systems. As a result of our efforts, we have represented many franchisors for a decade or longer.

Our Diverse Client Base

Our attorneys currently represent, and over the years have represented, franchisors of all sizes in numerous industries, ranging from new franchisors with limited operations to experienced franchisors with more 3,000 franchisees. We work with franchisors in a wide range of retail and service industries, including quick service, quick casual, and casual dining restaurants, supplemental educational services, senior care service, cosmetics, fashion accessories, hotels and hospitality providers, and many others. Chambers USA recognized our extensive industry knowledge, citing sources who noted that “The raw knowledge of the law that they have is incredible. The law is always changing and they’re very certain about what is current and real, and that helps them empower clients to make the right decisions.”

Representative Results

Our franchise transactional and counseling attorneys have:

  • Represented a number of franchisors on a continuous stream of international franchise projects, including new master franchise and development agreements, joint ventures, franchise terminations, ownership changes, and regulatory compliance in more than 70 countries.
  • Served as franchise counsel in a wide variety of financial transactions, including a $1.25 billion whole business securitization transaction and numerous public and private offerings.
  • Served as deal and franchise counsel in the acquisition of numerous franchise companies. We assess the target company’s level of compliance with franchise registration/disclosure and relationship laws, determine the status and enforcement of existing franchise agreements, assess the level of franchisee discontent, identify potential risks and liabilities that the acquisition documents should address, draft, and negotiate the franchise portions of the deal documents, and develop new franchise programs for the purchasers.
  • Served as deal and franchise counsel in the disposition of a number of franchise companies. We assess the seller’s level of compliance with franchise registration/disclosure and relationship laws, correct noncompliance issues, and draft and negotiate the franchise portions of the deal documents.
  • Created franchise legal documents for many new franchisors and overhauled clients’ franchise legal documents to achieve the franchisors’ objectives of making the documents user-friendly and attractive to franchisees. 
  • Counseled a variety of retail businesses in establishing licensing programs that avoided franchise registration/disclosure and relationship law restrictions. 
  • Developed separate programs for a number of franchisors that allowed them to successfully develop in captive market locations such as airports, college campuses, military bases, casinos, stadiums, and convention centers.

Our franchise litigation attorneys have:

  • Successfully defended a major restaurant franchisor in chapter 11 bankruptcy proceedings against claims filed by virtually all of its franchisees.
  • Obtained (and successfully defended on appeal) summary judgment in favor of a franchisor declaring that franchise agreement language providing for unlimited “automatic” renewals did not create enforceable perpetual agreements and that agreements containing that language would expire at the end of their current terms.
  • Negotiated resolution of system-wide disputes between a major restaurant chain and its franchisees arising from a major acquisition, leading to vastly improved franchise relations.
  • Represented a major restaurant chain in a case brought by virtually all of its franchisees, challenging the franchisor’s handling of promotional payments from suppliers and its alleged interference with franchisees’ rights of association. After we obtained summary judgment for the franchisor on the supplier claim, the case was settled on terms favorable to the franchisor.
  • Successfully represented a franchisor in litigation brought by a franchisee whose agreement was terminated for unauthorized marketing that denigrated the brand.

Contact Us

Robert A. Smith
202.719.4481 |

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News & Insights

News & Insights

2014 International Year in Review

Our team was very busy in 2014, particularly in the international franchising arena, and we were pleased to assist our clients with so many of their international franchising needs.  We negotiated and closed deals for clients in 14 countries involving over 400 units, including Australia (10 units), Bangladesh (10 units), Canada (1 airport unit), China (12 units), Honduras (10 units), India (100 units), Italy/Poland/Switzerland (10 units), Japan (150 units), Mexico (21 units), New Zealand (48 Units), Nigeria (30 units) and Tunisia (12 units). 

Since international development does not always proceed as planned, our efforts in 2014 also included amending development agreements in 12 countries, negotiating and drafting agreement assignments in two countries and addressing compliance or default issues in nine countries. Not surprisingly, compliance issues were particularly prevalent in countries with ailing economies.  We worked with our clients in several of those countries to remove a defaulting franchisee who controlled significant territory while maintaining an ongoing brand presence. 

As we head into 2015, it appears this will be another active year of international expansion for many of our clients.  We have started the year off working on deals in Australia, Belarus, Canada, Colombia, Germany, Kazakhstan, Mexico and Pakistan, ranging from a one-unit airport deal in Canada to a 90-unit deal in Germany.

We also began publishing our International Franchise Development Series in 2014.  The Series is a collaborative effort between our franchise attorneys and our extensive network of international local counsel partners.  It offers a broad overview of franchise regulation and the legal issues confronting franchisors seeking to expand into certain countries from the combined legal perspective of U.S. and local counsel. 

Franchise Law 'Overview' Guides

The following guides provide an overview of various aspects of Franchise Law. Please feel free to contact Robert A. Smith at or 202.719.4481 if you have any questions or need additional information.

International Series

The International Franchise Development Series offers a broad overview of franchise regulation and the legal issues confronting franchisors seeking to expand into certain countries from the combined legal perspective of U.S. and local counsel.