Franchise and Distribution

Blank Rome offers a nationally recognized franchise and distribution practice serving clients across a wide range of industries, including quick-service restaurants, home improvement, fitness, hospitality, skincare and medical spas, pet services, and more. Our team advises businesses on whether they should and how to franchise, guiding them through required disclosures; state registrations and renewals; and oft-used noncompete, non-solicitation and other covenants, while also protecting trademarks, trade secrets, and other intellectual property. In addition, our team handles disputes involving franchisors, franchisees, and franchise systems through litigation, arbitration, and mediation, and counsels clients on Americans with Disabilities Act (“ADA”) compliance and other key regulatory issues affecting their operations.

Our firm advises both emerging and established franchisors on system growth and new venture launches, while also supporting franchisees with transfers, territorial rights, and day‑to‑day operational issues. Our team counsels businesses evaluating whether their model constitutes a franchise, and how to structure arrangements to avoid unintended franchise status, and prepares all required franchise documentation, including Franchise Disclosure Documents (“FDDs”), franchise agreements, registrations, renewals, and area development agreements. We also assist franchise systems in obtaining financing and preparing related documentation, ensuring compliance with federal, state, and local franchising laws at every stage of the business lifecycle.

We provide comprehensive counsel on ownership structures, including the formation and operation of holding and operating companies, and prepare operating agreements, partnership agreements, and other essential organizational documents. Our team assists clients with employment matters, executive compensation, and the drafting and enforcement of noncompete and related agreements, while also guiding them through required disclosures, registrations, and distribution and supply‑chain considerations. We support franchisors in managing franchisor–franchisee relationships, including enforcing system standards and handling terminations when necessary, while helping clients navigate interactions with franchisee associations, vendors, and regulators to ensure smooth, compliant operations.

Our team brings extensive experience guiding clients through M&A transactions involving franchise systems of all sizes, from emerging brands to established national networks. We proactively assess and address franchise viability risks and antitrust concerns that can arise in connection with mergers, while efficiently resolving transaction‑related issues and disputes as they develop. Throughout the process, we identify, negotiate, and implement protective, business‑saving provisions designed to safeguard our clients’ interests and support long‑term success.

How We Can Help 

Our team has experience in all areas of franchising law, including:

• Franchise agreements, franchise disclosure documents, area development and other ancillary agreements, and licenses 
• Franchise sales, transfers, terminations, and similar or related transactions
• Compliance with federal, state, and local franchise laws and regulations
• Intellectual property protection, including trademarks and trade secrets
• Labor and employment matters
• Issues related to the ADA and other applicable laws and regulations
• Real estate matters, including property acquisition, and lease and sublease preparation 
• Litigation, arbitration, mediation, and other dispute resolution efforts involving or related to the franchisor-franchisee relationship
• Antitrust and other commercial rules and regulations
• Borrowing or other capital-raising transactions
• Federal, state, and local tax issues

Our Franchising team serves a broad range of industries, including:

• Automotive parts and service
• Distribution
• Fitness and exercise
• Home improvement
• Hospitality
• Plumbing, restoration, and other home repair services
• Quick-service and fast-casual restaurants 
• Retail clothing and footwear
• Skincare and medical spas

What Sets Us Apart

• Our team has many years of experience not only providing legal advice and representation to numerous franchise businesses in a wide variety of industries, but in participating and serving in leadership roles in numerous professional franchise organizations, including the American Bar Association’s (“ABA”) Forum on Franchising and the Franchise Law Committee of the Philadelphia Bar Association.
• Our attorneys frequently write and lecture on legal issues affecting the franchise industry, including trademarks and other intellectual property enforcement, territorial encroachment, temporary restraining orders and preliminary injunctions, noncompete agreements, and ADA issues relating to both physical locations and online/digital activities (websites, mobile applications, ordering kiosks, etc.).
• When it comes to litigation, Law360 recognized Blank Rome for “its prolific national litigation practice and deep bench strength.”