Avoiding the Accidental Franchise: Best Practices for Structuring Licenses or Distribution Agreements

Mr. Tractenberg is a skilled international litigator who handles complex business disputes involving intellectual property, licenses, business torts and insolvency issues. He regularly structures new franchise programs, many of which are international. Mr. Tractenberg also defends and enforces franchise agreements. He has also served as special counsel to franchise companies.

Ms. Spandorf is a nationally recognized business franchise and distribution attorney with more than 40 years of experience representing franchisors, manufacturers, licensors, suppliers, franchisees, and distributors in their domestic and international expansion and strategic development. She concentrates her practice on a broad spectrum of transactional and regulatory issues for clients in all industry sectors, from startups to mature public companies. Ms. Spandorf assists clients with their contracts and legal compliance including preparing franchise disclosure documents, domestic and international franchise and distribution agreements, and registration filings. She counsels franchisors, suppliers, and trademark licensors on a broad array of operating issues ranging from contract enforcement to trademark protection, relationship disputes, antitrust and pricing matters, terminations and transfers, mergers and acquisitions and implementation of system-wide changes. Ms. Spandorf represents U.S. franchisors in their international expansion activities and helps foreign franchisors bring their franchise system into the U.S. She assists companies in the acquisition and sale of franchise systems or franchise units by providing franchise due diligence reviews and lead counsel services. On behalf of franchisees and area developers, Ms. Spandorf assists with the acquisition and sale of franchise rights and various transactional assignments. She is one of ten attorneys in the United States ranked by Chambers USA in its highest category (Band One) of leading U.S. franchise attorneys. Ms. Spandorf is recognized as a certified specialist in franchise and distribution law by the California State Bar. She has the distinction of being the first woman to chair the ABA Forum on Franchising, the nation's preeminent association of franchise attorneys, and has twice chaired the California State Bar Franchise Law Committee in North America. Ms. Spandorf is a frequent speaker and author on franchise topics and resource to the press on franchise issues. She was named by her peers as a 2022 “Lawyer of the Year” in the franchise law category in Best’s Lawyers, and has consistently been recognized as a “Global Elite Thought Leader” in franchise law in Who’s Who Legal USA, another annual peer ranking.