How to co-ordinate legal services for an international

How to co-ordinate legal services for an international franchise system 13 june 2009

How to co-ordinate legal services for an international franchise system

Franchise with national network Looks personally for lawyers in foreign countries In house lawyer Looks for an Int’l Law firm with a good network Its own network Law Firm Looks for the best franchise lawyer in each jurisdiction

Criteria used by foreign lawyers to choose local legal advice • Previus Good Experience • Recommendations from other lawyers within the firm • Personal impression Other laws firms • Recommendations from Foreign lawyers • Other : Associations, publications, networks

Quality of Advice • Previus Good Experience Timeliness of the Response Fees Charged “ many law firms-lawyers fulfil two but not three requirements”

How well reasoned How practical • Quality of advice Limited to the specific questions asked for new issues : wait for instructions

Registration in Franchisors’Registry • Fees Charged Disclosure Document Adaptation of Franchise Agreement License Agreement General Sale Conditions Asking for a budget: Should not incur in any fee.

• Fees Charged : Registration The client fills in the application and provides the necessary documents We fill in the application and we obtain or assist the client in obtaining the necessary documents. Disclosure Document We inform the client on the content and the client drafts it, we review it. We draft the D. Doc. based on : - National D. Doc. - Franchise Agreement - Information provided by the client (e. g. : payment agreed)

• Fees Charged : Franchise Agreement The Agreement is drafted and completed with all necessary information and only needs some small adjustments. We adapt and complete the Agreement : We advise on tax issues. Type of franchise: Commercial property, Services, Internet. Other Agreements: License, Services, General Sale Conditions, Non Competition (for employees), etc.

The client wants to have several offers • Sometimes We are not sure who could be the best lawyer Ask some questions of at least three lawyers : Explain the background ask : § If you are prepared to deal with the matter theoretical § Several questions on the subject practical easy difficult § Time § Fees

Looking for a Franchise Lawyer • International Associations : IBA, VIA, AIJA, ABA, IFLA, …. • Private Networks • Specialised Directories : Martindale’s, Chambers. • Internet Networks : Linkedln, Xing

Specializations / Knowledge needed for dealing with franchise matters • Franchise regulation issues and commercial agreements • Previous tax advice • Corporate issues • IP issues • Commercial property • E-Commerce and Data Protection • Competition • Litigation

Own businesses • franchisees Two tipes of international development Only one or more master franchisees.

The Franchisor should appoint the supervision / coordination team • In house lawyer. • International Development Manager/ Manager for that country • • Construction Manager. • Local Lawyer Financial Controller. Publicity Team. To // Copy • e-mail communications Subject Highlight instructions clearly

• Intenational Development Manager/ Manager for that country • Franchisee Lawyer Publicity Data Protection • Franchisee Environmental Tax Other regulatory issues

Original Documents (e. g. contracts, deeds) Who should keep them ? Franchisor • Should keep Local Lawyer Non management staff • Should not keep Franchisee A “soft file” (scanned documents) is easy to create manage, keep updated and is safe.

Appointment of in house local lawyer When? • Number of franchisees. • Number of own businesses. • Type of issues to deal with (normally litigation is dealt with law firms) Establishment of reporting guidelines; annual meetings of local in house lawyers; training, etc.

Datos de contacto Mercedes Clavell mclavell@jausaslegal. com Barcelona Passeig de Gràcia 103 08008 Barcelona Tel. +34 93 415 00 88 Fax +34 93 415 20 51 Madrid Paseo de la Castellana 60 28046 Madrid Tel. +34 91 575 70 53 Fax +34 91 781 08 41 www. jausaslegal. com