Recent Publications

New York Franchise Tax Reporting Extension Requests

This alert updates our August alert regarding the recently enacted New York law that imposes reporting obligations on franchisors. We want to remind you that if you have one or more franchisees in New York and have not yet requested an automatic extension of time to file an information return, you must do so immediately. >>

New NY Law Imposes Reporting Obligations on Franchisors

A newly passed law in New York will apply to and impose reporting obligations on most franchisors with franchisees located in the state. This alert provies a general summary of the law. >>



Jan S. Gilbert

Partner

Washington, D.C.


1615 L Street, NW
Suite 800
Washington, District of Columbia 20036-5610
T +1 202.654.4542
F +1 202.654.4272

Areas of Practice

Education

  • J.D., Boston University, 1989, Cum Laude; Edward F. Hennessey Scholar
  • B.A., McGill University, 1986
  • G.C., London School of Economics, 1985

Bar Admissions

  • New York, 1990
  • District of Columbia, 1991

Mr. Jan Gilbert has more than twenty years experience counseling franchisors and franchisees on all facets of domestic and international franchising, including structuring franchise programs, counseling with respect to federal and state regulatory issues associated with franchising activities and franchise relationship matters (e.g., transfers, terminations, renewals), drafting franchise- and distribution-related agreements (e.g., master franchise, franchise, development and area representative agreements, sales and service contracts, confidentiality and non-competition agreements, and distribution agreements), negotiating domestic and international agreements and disputes, franchisee compliance issues, franchise system mergers and acquisitions, drafting franchise offering circulars, responding to state and federal administrative inquires and investigations, obtaining exemptions and interpretive opinions from regulatory agencies, and establishing franchise advisory councils and cooperatives. He has worked with both start-up and mature franchisors. Mr. Gilbert is a member of the ABA Forum on Franchising, Antitrust Section, and the Legal/Legislative Committee of the International Franchise Association.

SELECTED PUBLICATIONS AND PRESENTATIONS

  • "Building a Successful Franchise System," Presented at the Franchise Management Certificate Program for Georgetown University Center for Continuing and Professional Education, June 6, 2009 and September 23, 2007.

  • "FTC Releases Franchise Rule Compliance Guide," Franchise Law Journal, Summer 2008.

  • "Adapting to the Amended FTC Rule," Presented at Haynes and Boone, LLP's offices September 28, October 4, and October 26, 2007.

  • "Franchise Law," SMU Law Review, Volume 60, No. 3, Co-author, Summer 2007.

  • "Franchising 101: Undersanding & Negotiation a Franchise Agreement," The Maryland Institute for Continuing Professional Education for Lawyers, Inc., MD, May 17, 2007.

  • "ABA Forum Franchising - New FTC Rule Monograph," Co-Author, April 2007.

  • "Managing a Franchise Registration and Exemption Practice," ABA Forum on Franchising, Boston, MA October 11-13, 2006.

  • "Key Franchise Law Challenges for 2007! Winning Strategies for Franchisor Success," Franchise Update Development Conference, Atlanta, GA, October 4-6, 2006.

  • "Earnings Claims - A Practitioner's Approach," International Franchise Association's Annual Legal Symposium, Washington, D.C., May 8-10, 2005.

  • "How to Negotiate a Master Franchise," International Franchise Exposition, Washington, D.C., May 2003.

  • "Earnings Claims," International Franchise Exposition, Washington, D.C., May 2003.

  • "Touchstones of Successful Acquisitions Involving Franchise Systems," American Bar Association Forum on Franchising, San Francisco, CA, October 2001.

  • "How To Successfully Franchise In the Restaurant Industry," National Restaurant Association Annual Trade Show, Chicago, IL, May 21, 2001 (Moderator).

  • "The FTC Rule and the PMPA: An Uncertain Alliance," Franchise Law Journal, Fall 1999.

  • "Negotiations and Agreements Between a Franchisor and its Franchisees," International Franchise Association's Annual Legal Symposium, Washington, D.C., May 23-25, 1999.

  • "Best Practices: Strategic Approaches to Resolving Encroachment Disputes," Franchise Update, 2nd Quarter, 1999.

  • "Best Practices: Mergers and Acquisitions," Franchise Update, 3rd Quarter, 1998.

  • "U.S. Franchisor Sued by Foreign Investor," National Law Journal, June 1, 1998.

  • "Finance and Growth: From Start Up to Going Public," The Theme Restaurant and Nightclub Forum II, Dallas, TX, March 19-21, 1997.

  • "Legal Aspect of Franchising, Investigate Before Investing," (Sponsored by Congresswoman Eddie Bernice Johnson), Dallas, Texas, March 1997.

Professional Recognition

  • "Legal Eagle" (Top 100 Franchise Lawyers), Franchise Times (2006-2009)
  • The Best Lawyers in America (Woodward/White, Inc., 2010)

Professional Leadership

  • Legal Legislative Committee of the International Franchise Association
  • IFA Legal Symposium Task Force 2008, 2007

Selected Representative Experience


Preparation of Revised Disclosure Documents - Casual Dining Chain
Represented a major casual dining chain in connection with the preparation of revised disclosure documents and other post-merger/post-royalty securitization changes.

California Remediation Program
Represented one of the largest service-based franchisors in the country in connection with a California remediation program.

Developed Franchise Disclosure Protocol
Developed an industry-leading state franchise disclosure protocol which enables our clients to obtain state franchise registrations faster, with less expense, and with fewer state requests for additional information than before.

Corporate and Financial Workout - Multi-Unit Franchisee with Restaurants in Hong Kong and Taiwan
Represented a major casual dining brand in connection with a corporate and financial workout with a multi-unit franchisee with restaurants in Hong Kong and Taiwan.

Co-Branding License
Represented a well-known bar/entertainment-facility licensor in connection with its co-branding license with major entertainment concern.

Developing Franchise and Refranchising Programs - Multi-Concept Restaurant Operator
Represented a multi-concept restaurant operator with developing franchise and refranchising programs for its mature restaurant brands. Established a product test arrangement between a quick-service pizza concept and a holder of food-concession rights at an international airport.

Establishment of a Manufacturing Joint Venture
Represented a proprietor of frozen pizza products to establish a manufacturing joint venture with the owner of a manufacturing facility.

Due Diligence and Risk Assessment Review
Represented a major pizza brand in connection with a comprehensive due diligence and risk assessment review of its international franchise program and resulting action plan.

Franchisor Filing in China
Represented a major casual dining steakhouse brand in connection with one of the first existing franchisor filings in China under the new Chinese franchising regulations.

Financial Workout - Multi-Unit Franchisee
Represented a major casual dining brand in connection with a corporate and financial workout with a multi-unit franchisee with restaurants in Hong Kong and Taiwan.

Franchise Expansion - Computer Retailer
Represented a major computer retailer in its franchise expansion and investment activities in Mexico.

Franchise Expansion -- Athletic Wear Retailer
Represented a large athletic wear retailer in its franchise expansion in the Dominican Republic, Ecuador, Peru, Panama and throughout Latin America, and additionally in Romania and Croatia.

Formation of Independent Association of Master Franchisees
Represented a group of master franchisees in connection with the formation and continuing representation of an independent association of master franchisees.

Franchising and Refranchising - Initial Foray
Represented a midsize casual dining brand in connection with its initial foray into franchising and refranchising.

International Development Agreement
Represented a U.S. restaurant brand in drafting an International Development Agreement, a License and Royalty Agreement and an International Services Agreement related to their franchise program in China.

FTC Advisory Opinion
Represented a franchisor in connection with obtaining an FTC Advisory Opinion regarding the ability to count parents and affiliates when analyzing the fractional franchise exemption.

Development and Implementation of a Multi-State Plan
Represented a fast casual dining chain in connection with the development and implementation of a multi-state plan to remedy over 100 franchise sales violations. The plan resulted in state administrative charges of less than $20,000, no state- or franchisee-initiated legal actions, and enabled the client to register its franchise offering in all desired states.

Major Casual Dining: Entry Into Russian and Middle Eastern Markets
Represented a major casual dining steakhouse brand in connection with its entry into the Russian and Middle Eastern markets.

Master Franchising - Brazil and Mexico
Represented an internationally recognized video rental retailer in its master franchising in Brazil and Mexico.

Negotiation of a Revised Franchise Agreement
Represented an international franchised retail chain in the negotiation of a revised franchise agreement and operational policies with the franchisor’s franchisee association.

Negotiation of Development and Franchise Rights
Represented a private equity company in connection with its negotiation of development and franchise rights for a major restaurant brand.

Offer and Sale of Marks and System - Casual Dining Restaurant
Represented a casual dining seafood restaurant in connection with the offer and sale of its marks and system to a Saudi Arabian party that will develop and operate restaurants in 10 Mid East and surrounding countries.

Preparation of International-Specific Disclosure Documents
Represented dozens of franchisors in connection with the preparation of international-specific disclosure documents and regulatory filings.

International Transaction - Casual Dining Brand
Represented a major U.S. casual dining brand in its entry into Canada and Mexico as its first international transaction in more than ten years.

Restructuring of Domestic Franchise Program
Represented a major international video and entertainment chain in connection with the restructuring of its domestic franchise program.

Preparation of Revised Offering Circular
Represented a major casual dining brand to prepare a revised offering circular and refranchising forms (including purchase documentation) in connection with plans to refranchise over 500 restaurants. We also assisted with the sale and purchase documents for the first sale of almost 50 restaurants to an existing franchisee.

Registration of Franchise Offerings
Represented numerous start-up franchisors and mature companies in the registration of franchise offerings.

Refranchising - Taiwan Market
Represented a major video franchisor in connection with the refranchising of the Taiwan market.

Proposed Private Placement
Represented a leading environmentally friendly vehicle rental company in connection with a proposed private placement.

Remediation Plan to Remedy Franchise Sales
Represented a Fortune 500 company in preparing a remediation plan to remedy over 1,500 franchise sales violations in virtually all 50 states.

Secured Creditors through Loan Covenant Default and Reorganization
Represented multi-chain franchise holding company in dealings with master franchisees, regulators and secured creditors through loan covenant default and reorganization.

Retrieval of Pirated Internet Doman Names
Represented franchisors in the retrieval of pirated Internet domain names through ICANN proceedings.

Online Publications

09/25/2009 - New York Franchise Tax Reporting Extension Requests
This alert updates our August alert regarding the recently enacted New York law that imposes reporting obligations on franchisors. We want to remind you that if you have one or more franchisees in New York and have not yet requested an automatic extension of time to file an information return, you must do so immediately.

08/06/2009 - New NY Law Imposes Reporting Obligations on Franchisors
A newly passed law in New York will apply to and impose reporting obligations on most franchisors with franchisees located in the state. This alert provies a general summary of the law.

09/28/2007 - Adapting to the Amended FTC Rule

03/15/2007 - Long Awaited Amended Franchising Rule Arrives

01/24/2007 - Amended FTC Franchise Rule Released - Finally!