Franchise Legal Services

Franchisor Representation

Franchise Avoidance

So, what happens if franchising is not your company’s dream ambition? Rather, you seek to avoid a franchise model for your company?

We make franchising and its alternatives accessible and attainable by offering clear legal advice not only on how to become a franchisor, but also on how to avoid becoming a franchisor.

We also assist our clients in creating a non-franchise distribution model, while retaining some aspects of a traditional franchise. In developing our partnership based relationship with each client, we find the solution that makes sense for each client, tailored to each client’s specific goals and scenario. For example, we may set up a distributorship or licensing arrangement, assisting with the business model and negotiations with potential distributors and licensees. Or, we may work with clients to develop a business expansion strategy similar to franchising, but without the need to comply with franchise disclosure laws through the use of state and federal “exemptions” from franchise disclosure and registration laws.

Franchise Structuring and Development

Franchise Structuring is a critical component to ensure the protection of your assets, and the ability to add franchise owners through strong Development practices.

Franchise Registrations and Exemptions

As a franchisor, you will be required to comply with the laws of a number of states through a variety of filings, and we assist franchisors in remaining in compliance.

Franchise Compliance

We assist our franchisor clients in understanding the myriad of state and federal franchise laws so our franchisor clients can continue to grow and expand over time.

Franchise Negotiations

We understand how important it is for our franchisor clients to negotiate the best deals possible, both with their franchisees and other partners, such as brokers and vendors.

Franchise Avoidance

At times, a business may be operating like a franchisor without having completed the necessary documents. We can help by structuring the business in way so as to avoid incurring the potential penalties of accidentally operating a franchise business.

Distributorships and Licensing

We are experienced in assisting clients develop and implement strategies for maximizing the value of intellectual property and proprietary information through licensing and distribution agreements.

International Franchising

We have assisted our clients in international expansion in countries all across the world, ensuring that the proper steps are taken to protect the business interests of our clients during their expansion.

Mergers and Acquisitions

Our team has decades of experience in Franchise M&A, both on the sell and buy side, including extensive due diligence, sophisticated asset purchases, divestitures, and stock purchase agreements.

Franchisee Representation

The firm also represents the interests of franchisees in their dealings with franchisors, from the beginning of their experiences in due diligence, review of Franchise Disclosure Documents, and Franchise Agreements, to the time they sell their business through those sales agreements, and transfer agreements.

Franchise Support Services


Your business is our business as we specialize in assisting you run your company while protecting your personal and business assets. Our services include:

  • Business Formation and Governance
  • Business Law and Transactions
  • Business Purchases
  • Buy/Sell Agreements
  • Franchise Law
  • Joint Venture, Partnership, and Shareholder Agreements
  • Non-Compete and Non-Disclosure Agreements
  • Management Agreements
  • Mergers and Acquisitions

Business Opportunities

We advise companies that offer business opportunities (the sale of any goods or services to enable the purchaser to start a new business) to ensure that their sales practices and offering materials comply with federal and state business opportunities laws.

Licensing and Distribution

We are experienced in assisting clients develop and implement strategies for maximizing the value of intellectual property and proprietary information through licensing and distribution agreements.

Outsourced General Counsel

Your business may be undergoing change, perhaps a new product offering or implementing a new business structure; but you don’t want to commit to hiring an in-house attorney for a long period of time.

Warshawsky Seltzer boasts four attorneys who have represented various types of businesses as in-house legal counsel. We offer a variety of legal services and expertise in an efficient and affordable way to assist you in addressing your needs.

Real Estate

We can assist in a variety of Real Estate legal areas, including transactions, landlord-tenant, financing, development, leasing, loan workouts, and dispute resolution.