Distribution & Franchising


For businesses seeking to reach new markets, we provide counsel in the development of mutually beneficial distribution, licensing, or franchise relationships.

Michael Best’s Distribution & Franchising lawyers, working closely with colleagues in our Litigation and Intellectual Property practices, represent franchisors, franchisees, manufacturers, and distributors as they build out their networks.  


Our multidisciplinary team assists clients at every step, advising on matters such as:

  • Structuring a variety of franchise or distribution programs, including area development and master franchises, joint ventures, dealerships, distributorships, sales agent and commercial agency relationships, and licensing and co-branding arrangements
  • Compliance with all applicable federal and state regulations, including those related to advertising, disclosure, and recruitment
  • Franchise disclosure documents, franchise and distributorship agreements, and other documentation
  • Preparing and filing state franchise/business opportunity registrations
  • Franchise and distributorship terminations, transfers, buy-backs, restructurings, and conversions
  • Due diligence on sales and acquisitions of franchise or distribution systems
  • Commercial contracts including supply agreements, requirements contracts, product warranties, equipment purchase/sale agreements, confidentiality agreements, and related contracts
  • Intellectual property protection, including trademark clearance, prosecution, and licensing
  • Franchise and distribution litigation, including franchise termination disputes; claims based on industry-specific regulations, antitrust laws, or RICO laws; and common-law claims for breach of contract, fraud, or bad faith

In addition, we counsel distribution and franchise clients on a variety of corporate, finance, employment, real estate, environmental, taxation, and other legal matters. As a full-service business law firm, Michael Best has deep experience in these and other areas, and we collaborate across practice groups to provide our clients with comprehensive representation.

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