In the News

Joyce Mazero Receives WFF Leadership Award

Joyce Mazero, lead partner of the Haynes and Boone, LLP Restaurant, Foodservice and Retail Industries Practice Group and the Franchise and Distribution Practice Group, has been named the 2010 recipient of the Women’s Foodservice Forum (WFF) Leadership Award. >>

Haynes and Boone’s Joyce Mazero Appointed to NRAEF Committee

Haynes and Boone, LLP Partner Joyce Mazero has been invited to serve the National Restaurant Association Education Foundation (NRAEF) Board of Trustees’ Development Committee for a one-year term. >>

Joyce Mazero Elected to Susan G. Komen for the Cure Advocacy Alliance Board of Directors

Haynes and Boone, LLP partner Joyce Mazero has been elected to the board of directors of the Susan G. Komen for the Cure Advocacy Alliance. She will serve a term running through June 2010. >>

Chambers USA Recognizes Haynes and Boone Lawyers, Practices

Chambers USA: America’s Leading Lawyers for Business 2009 has singled out 36 Haynes and Boone, LLP lawyers in 16 practices for recognition in its annual law firm rankings. The firm was also honored for having 13 separate areas of practice that lead at the state and national levels. >>



Recent Publications

Hot Branding News, Spring 2009

"Hot Branding News" is a quarterly newsletter highlighting current issues and updates prepared by the lawyers in the Franchise and Distribution Group of Haynes and Boone. >>



Joyce G. Mazero

Partner

Dallas


2323 Victory Avenue
Suite 700
Dallas, Texas 75219
T +1 214.651.5336
F +1 214.200.0855


Joyce Mazero is Partner and Leader of the Haynes and Boone Restaurant and Retail Industries and Franchise and Distribution Law Practices. She has substantial business experience as lead project partner assisting clients in developing strategy, structuring, negotiating, implementing, and resolving disputes for product and service-based domestic and international license, franchise, distribution, and shared services systems. This includes organizational and governance matters for purchasing groups, cooperatives, manufacturers, suppliers, joint ventures, and sales representative systems as well as the full gauntlet of relationship, competition, and enforcement issues associated with such systems.

Among her various honors and awards, Joyce was named by Chambers USA as one of the nation's leading franchise attorneys for 2007 and received the prestigious Band 1 recognition in 2008 and 2009. She was also named one of the nation's leading franchise attorneys and to “20 to Watch” in 2007 in Franchise Times. She served as a Board Member of the Women’s Foodservice Forum (2004-2009), continues as Chair of the Governance Committee (2006-present) and is the Women’s Foodservice Forum’s attorney. She also served as Editorial Advisor, Franchising for Dummies (Wiley Publishing, 2001) and its update (2006); was the 2006 recipient of the International Franchise Association’s Bonny LeVine Award for leadership in franchising and recipient of the International Franchise Association’s WFC Crystal Compass in 2003.

She is the founding member and Chair of the DFW Chapter of Women Corporate Directors (2008-present); a member of the Board of Trustees and Development Committee of the National Restaurant Association Educational Foundation (2010-present); a member of the Hospitality Management Board of Governors for the School of Merchandising and Hospitality Management at the University of North Texas (2008-present) and is a member of the Advisory Board of New York-based fashion design house, Nina McLemore (2007-present). She also serves on the Susan G. Komen for the Cure Advocacy Alliance Board and served on the Promise House Board of Directors (2000-2008), received recognition as Outstanding Board Member in 2006 and was Chair of the Board (2007-2008).

Other Selected Honors

  • Best Lawyers in Dallas, D Magazine, 2001-2005 and 2007-2009
  • Texas Super Lawyer, Texas Monthly, 2003-2009
  • Top 100 Franchise Lawyers, Franchise Times, 2004 and 2006-2009
  • International Who’s Who of Franchise Lawyers, Law Business Research
  • The Best Lawyers in America, 2010, Woodward/White, Inc. (has been listed for more than 20 years)
  • AV Rating, Martindale-Hubbell Law Directory

Selected Publications

  • "Advanced Financial Performance Representations: Preparing and Using Financial Performance Representations," IFA Legal Symposium, Washington, D.C., May 2009;
  • "Leadership Training - Evaluating Programs Requires Research," Franchise Times, February 2009;
  • "Pieces of the M&A Puzzle: Key Transaction Challenges for the Franchise Lawyer," Franchise Law Journal, Fall 2008;
  • "Quality of Leaders Determines Competitiveness," Franchise Times, September 2008
  • "The Challenge of Leading Leaders," Franchise Times, June/July 2008;
  • "Legal Enforcement of International Franchise Relationships: What Makes Sense for the Business," Franchise World, March 2008;
  • "Restoring Health to Troubled Franchisees," IFA Convention, March 9, 2005;
  • "Judicial Update," IFA Legal Symposium, Washington, D.C., May 2005;
  • "Women in Franchising," Chapter 2, Franchising for Dummies, 2nd Edition 2006;
  • "Drafting Points Relating to Choice of Law, Venue, Forum Selection, Arbitration and Remedies Clauses in Franchise Agreements," ABA Section of Antitrust Law - Spring Meeting, March 2004;
  • "Franchise Relations: Risk Assessment and Best Practices," International Franchise Association Annual Convention, February 2003;
  • "Perspective: 25 Years of International Franchising," ABA Annual Forum on Franchising, Scottsdale, Arizona October 2002;
  • "Ending a Franchise Relationship/Issues and Alternatives to Termination," IFA Legal Symposium, Washington, D.C., May 2002;
  • "Europe is Calling; Better Get Your Lawyer on the Other Line," Franchise Times, April 2002;
  • "Due Diligence for International Franchisors Practical Considerations to Avoid Criminal and Civil Liability," International Franchise Association Annual Convention, January 2002.

Selected Representative Experience


Bores v. Domino's Pizza LLC, 530 F.3d 671 (8th Cir. 2008)
Reversed a summary judgment in favor of a franchisee on contract claims and obtained a take-nothing judgment in favor of the franchisor.

Domino's Wins 8th Circuit Case on Mandate of Hardware and Software to System
The Eighth Circuit reversed the districts court’s grant of summary judgment in favor of franchisees who had filed suit against Domino’s for mandating that its franchisees install its proprietary PULSE hardware and software by a date certain. The Eighth Circuit remanded with instructions to enter a take-nothing judgment in favor of Domino's. Kevin Bores, et al v. Domino's Pizza, LLC, 530 F.3d 671 (8th Cir. 2008).

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.

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

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.

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.

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.

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

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.

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.

Memberships

  • American Bar Association, Forum on Franchising (Past Governing Committee Member)
  • International Franchise Association
    • Former Chair, Supplier Forum
    • Franchise Business Network
  • Womens Franchise & Distribution Forum (Former Chair)
  • Women’s Foodservice Forum (Member, Board of Directors and Committee Chair)
  • Women Corporate Directors (Chair, DFW Chapter)
  • Promise House Board of Directors
  • Nina McLemore Advisory Board
  • University of North Texas, Hospitality Management Board of Governors, School of Merchandising and Hospitality Management

Online Publications

03/31/2009 - Hot Branding News, Spring 2009
"Hot Branding News" is a quarterly newsletter highlighting current issues and updates prepared by the lawyers in the Franchise and Distribution Group of Haynes and Boone.

11/30/2008 - Hot Branding News Fall 2008
This edition includes articles such as "Courts Honor Contractual Choice of Law and Forum Provisions and Reject Public Policy Invalidation:  Curves Litigation", "Disability Law Expansion", "Identity Theft Red Flag Rules", and State and Global Updates.

07/01/2008 - Hot Branding News, July 2008