In the News

Rob Lauer in Law360: Franchise Dining Deals Get Supersized in Development Boom

Pent-up private equity, increasing development demands from restaurant brands and a sweet spot in the real estate cycle are all helping to fuel large-scale, multi-unit franchise development deals, experts say. >>

Chambers Continues to Award Haynes and Boone Talent High Marks in Global Directory

After a year in which Haynes and Boone, LLP widened its global reach with offices in China and Brazil, Chambers Global 2014 broadened its recognition of the firm by singling out 13 lawyers and five practices for praise in its highly regarded directory of recommended legal services.

Editors praised Haynes and Boone efforts on multiple fronts from the United States to Latin America to Mexico City. >>



Recent Publications

NLRB General Counsel Authorizes Complaints against McDonald’s, Classifying Franchisor as Joint Employer with Franchisees

The National Labor Relations Board’s (“NLRB” or the “Board”) general counsel Richard Griffin announced July 29, 2014 that he had authorized complaints in 43 unfair labor practice cases alleging that franchisor McDonald’s, USA, LLC is a joint employer with its franchisees. >>



Robert A. Lauer

Partner
Administrative Partner - Austin

Austin


600 Congress Avenue
Suite 1300
Austin, Texas 78701
T +1 512.867.8505
F +1 512.867.8675

Areas of Practice

Education

  • J.D., St. Mary's University, 1997, cum laude; Who's Who: American Law Students (17th ed.); Corpus Juris Secundum Award in Torts, 1994-1995; Outstanding Staff Writer Award, St. Mary's Law Journal (1995-1996)
  • B.A., Trinity University, 1994

Bar Admissions

  • Texas, 1997

Judicial Clerkships

Briefing Attorney, Justice Terrie Livingston, Second Court of Appeals, State of Texas; Intern, The Honorable Edward Prado, United States District Court
Robert A. Lauer

Rob Lauer is a partner in the Haynes and Boone Franchise and Distribution Group.  Rob's practice focuses on domestic and international franchise transactions.

Rob serves as the Administrative Partner for the firm's Austin office.

Rob has represented clients in the following:

  • the structuring and negotiation of multiple franchise transactions, including international franchise and master franchise agreements in Europe, the Middle East, Asia and Central and South America;
  • the preparation, interpretation and enforcement of franchise, license and distribution agreements and related documentation both domestically and abroad;
  • advising clients regarding matters of compliance with domestic and international franchise registration and disclosure laws;
  • performing of due diligence reviews with respect to mergers and acquisitions involving franchise companies;
  • resolution of disputes arising between franchisors and franchisees;
  • the establishment and structuring of new franchise systems; and
  • a Chapter 11 bankruptcy filing by a franchisor and subsequent sale of franchise assets through a bankruptcy court approved auction and sale.

Honors

  • Chambers USA, Franchising (Nationwide), Up and Coming, 2012-2014
  • Chambers, Global Franchising, Band 3, 2011; Band 4, 2012; Band 3, 2013; Band 3, 2014
  • International Who's Who of Franchise Lawyers, Law Business Research, 2010-2013
  • The Best Lawyers in America®, Franchise Law, 2008-2015
  • Co-Receipt, Purveyor of the Year Award, Outback Steakhouse International, LP, 2007
  • Selected for inclusion in Texas Super Lawyers - Rising Stars Edition, 2005, 2008-2012

Selected Professional and Business Activities

  • ABA Forum on Franchising International Division Steering Committee (3-year term ending August 2011)
  • Co-Creator, Austin/Central Texas Franchise Business Network, March 2007
  • Co-Creator, Haynes and Boone, LLP Restaurant School Program, Fall 2007
  • Presenter, Online Presentation, Ten Minute Mentor video tutorial entitled "What Every Texas Attorney Should Know About Franchise Law,” Texas Bar CLE/Texas Young Lawyers Association
  • Former Vice-Chair, Second Vice-Chair and Council Member, Franchise & Distribution Section, Dallas Bar Association

Selected Publications

  • Co-Author, Foreign Competition Laws and Their Effect On Transnational Franchise Relationships, ABA Forum on Franchising, Orlando, Florida, October 16-18, 2013.
  • Co-Author, Chapter 5 –Impact of Other Laws, Fundamentals of International Franchising, 2nd Edition, ABA Forum on Franchising, 2013.
  • Co-Author, US Report – Litigation of Franchise Disputes In the United States: A Brief Overview for Non-US Attorneys, International Journal of Franchising Law, Volume 10, Issue 3, 2012.
  • Co-Author, Chapter 7, International Franchising, Franchise Law Compliance Manual (2nd Edition, 2011 ABA).
  • Co-Author, "Enforcing Your International Franchise Agreements," IFA Legal Symposium, Washington, D.C., May 15-17, 2011.
  • Author, "Navigating Increased Barriers to Entry in Asia," Franchise Law News, Franchise Update Magazine, Q4 2010.
  • Author, "NonTraditional Growth: Planes, Trains and ... Subways?" Franchise Law News, Franchise Update Magazine, Q4 2010.
  • Author, "Franchising in the Middle East: Navigating the Risks and Rewards of the World's Most Interested Market," ABA Tele-Seminar, January 27, 2010.
  • Co-Author, "Franchise Systems in Distress," ABA Forum on Franchising, Toronto, Canada, October 15-16, 2009.
  • Co-Author, "Refranchising: Strategies for Managing the Sale of Company Owned Units," IFA Legal Symposium, Washington, D.C. May 18-19, 2009.
  • Co-Author, "Pieces of the M&A Puzzle: Key Transaction Challenges for the Franchise Lawyer," by Joyce G. Mazero, Jan S. Gilbert and Robert A. Lauer, Fall 2008.
  • Author, "Is Refranchising Right for You?," ABA Franchise Lawyer, Summer 2008.
  • Co-Author, "Structuring International Master Franchising Relationships for Success, and Responding When Things Go Awry," ABA Forum on Franchising, October 12-14, 2007.
  • Co-Author, "Franchise Law," SMU Law Review, Volume 60, No. 3 (Summer 2007), by Deborah S. Coldwell, Jan S. Gilbert, Carl E. Zwisler, Robert A. Lauer, Ryan Cox, Altresha Burchett-Williams.
  • Author, "What Every Young Lawyer in Texas Should Know About Franchise Law," TYLA Newsletter, January 29, 2007.
  • Co-Author, "Can Franchisees be Treated as Employees," IFA/ABA's Joint Seminar, Washington, D.C., May 10, 2006.
  • Co-Author, "Practical Aspects of Electronic Disclosure," IFA Legal Symposium, Washington, D.C., May 8, 2006.
  • Co-Author, "Franchise Law," SMU Law Review, Volume 59, No. 3 (Summer 2006), by Deborah S. Coldwell, Robert A. Lauer, Ryan Cox, Altresha Burchett.
  • Co-Author, "Franchise Law," SMU Law Review, Volume 55, No. 3 (Summer 2002), by Deborah S. Coldwell, Robert A. Lauer, Clay M. Steely, Julia Wommack Mann.
  • Co-Author, Franchise Update Magazine, World View: "World Law Highlights: The Dominican Republic: Restrictive Agency Law," Second Quarter 2002.
  • Contributor, "Perspective: 25 Years of International Franchising," ABA Annual Forum on Franchising, Scottsdale, Arizona, October 2002.
  • Co-Author, Franchise Update Magazine, World View: "World Law Highlights: Model European Union Agency Law," Fourth Quarter 2001.

Selected Speeches

  • Virtual Roundtable Participant, Round Table: Franchise Law 2013, Corporate Live Wire, October 2013.
  • Speech, "Foreign Competition Laws and Their Effect On Transnational Franchise Relationships," ABA Forum on Franchising, Orlando, Florida, October 16-18, 2013.
  • Speech, "Basics Track: Navigating State Relationship Laws," IFA Legal Symposium, Washington, D.C., May 5-7, 2013.
  • Moderator, IFDI Breakfast Program, ABA Forum on Franchising, Baltimore, Maryland, October 12-14, 2011.
  • Speech, "Best Practices for Managing Your Franchise Disclosure and Registration Practice," ABA Forum on Franchising, Baltimore, Maryland, October 12-14, 2011.
  • Speech, "Enforcing Your International Franchise Agreements," IFA Legal Symposium, Washington, D.C., May 15-17, 2011.
  • Moderator, "Legal Issues with Appointing Franchisees, Distributors, or Agents in China," ABA Tele-Seminar, February 1, 2011.
  • Speech, "Franchising in the Middle East: Navigating the Risks and Rewards of the World's Most Interested Market," ABA Tele-Seminar, January 27, 2010.
  • Speech, "Franchise Systems in Distress," ABA Forum on Franchising, Toronto, Canada, October 15-16, 2009.
  • Speech, "Refranchising: Strategies for Managing the Sale of Company Owned Units," IFA Legal Symposium, Washington, D.C. May 18-19, 2009.
  • Speech, "Structuring International Master Franchising Relationships for Success, And Responding When Things Go Awry," ABA Forum on Franchising, October 2007.
  • Speech, "Franchise Sales Compliance," IFA Franchise Development Seminar, Dallas, Texas, April 13, 2007.
  • Speech, "The New FTC Rule: What it Means for You," Austin/Central Texas Franchise Business Network, Austin, Texas, February 20, 2007.
  • Speech, "Analyzing the Master Franchise Agreement," International Franchise Expo, Washington, D.C., June 2006.
  • Speech, "Can Franchisees be Treated as Employees," IFA/ABA's Joint Seminar, Washington, D.C., May 10, 2006.
  • Speech, "Practical Aspects of Electronic Disclosure," IFA Legal Symposium, Washington, D.C., May 8, 2006.
  • Speech, "Franchising Overview," Sassy Conference, Austin, Texas, February 24, 2006.
  • Speech, "A Day in the Life of a Franchise Attorney," University of Texas Pre-Law Society, Austin, Texas, September 27, 2005.
  • Speech, "Analyzing the Master Franchise Agreement," International Franchise Expo, Washington, D.C., April 8, 2005.
  • Speech/Video Taped Segment, "What Every Texas Attorney Should Know About Franchise Law," Texas State Bar Ten Minute Mentor series, Austin, Texas, April 2005 (available via streaming video on the www.tenminutementor.com website)
  • Speech, "What’s This Thing Called Franchising: A Legal Overview of Franchise Sales and Relationship Compliance," Lighthouse Seminar IP Nuts and Bolts Seminar, Houston, Texas, March 3, 2005.
  • Panel Member, "Issues for Structuring a Deal," Texas Franchise Summit, Austin, Texas, February 25, 2005.
  • Speech, "What's This Thing Called Franchising: A Legal Overview of Franchise Sales and Relationship Compliance," Lighthouse Seminar IP Nuts and Bolts Seminar, Austin, Texas, February 25, 2005.
  • Speech, "Not Everyone Will Succeed: What Every Practicing Franchise Attorney Should Know About The Bankruptcy Process," Dallas Bar Association; Franchise and Distribution section, Dallas, Texas, February 14, 2005.
  • Guest Speaker, Franchise Law, University of Dallas, Spring 2002.

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.

Stock Sale
Represented Five D, Inc. in a merger with United Country Real Estate, Inc.

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

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.

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.

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.

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.

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.

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.

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.

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.

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

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

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.

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.

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.

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.

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.

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

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

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

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.

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.

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

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

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.

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.

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

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.

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

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

Memberships

  • State Bar of Texas
  • American Bar Association, Forum on Franchising

Online Publications

08/01/2014 - NLRB General Counsel Authorizes Complaints against McDonald’s, Classifying Franchisor as Joint Employer with Franchisees
The National Labor Relations Board’s (“NLRB” or the “Board”) general counsel Richard Griffin announced July 29, 2014 that he had authorized complaints in 43 unfair labor practice cases alleging that franchisor McDonald’s, USA, LLC is a joint employer with its franchisees.

06/18/2012 - FTC to Amend Franchise Rule’s Monetary Thresholds
The Federal Trade Commission (the “FTC”) announced last week that it was amending its Franchise Trade Regulation Rule, entitled “Disclosure Requirements and Prohibitions Concerning Franchising” (the “FTC Franchise Rule”) to increase certain monetary thresholds necessary to meet three exemptions under the Rule.

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.

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.

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