Top Franchise Legal Player: Dale Cohen, Lathrop GPM LLP

Dale Cohen is a seasoned attorney specializing in domestic and international franchising, distribution and licensing law. She advises both emerging and established brands on structuring and implementing their franchise programs. Her expertise includes drafting various franchise agreements, preparing franchise disclosure documents (FDDs), securing legal registrations and exemptions, and negotiating complex supplier agreements. Cohen also establishes franchise compliance programs and counsels on franchise relationship issues.

1851 Franchise: What do you see as the most important things franchisors should do to protect their brand?

Dale Cohen: First, it is paramount that a franchisor secure its trademark protection. It should also take steps to ensure that it understands the legal framework in which it is operating and develops a plan for compliance. This can go beyond simply franchise sales compliance (i.

e., registration and disclosure) to also cover operational issues, such as laws related to data privacy, website ADA compliance, marketing, defaults and terminations, employment, etc. The goal is for the brand to make money, and get to keep it — and ensuring that all i’s are dotted and t’s are crossed is essential to such pursuit.

Finally, what is often most overlooked is the development of a comprehensive training and support program. It may take years for a brand to build its reputation, but that reputation can be destroyed far more quickly if left in the hands of a franchisee not operating up to standards. As such, franchisors should take proactive steps to ensure its franchisees are adequately trained, supported and set up for success.

1851: How important is the information in Item 19 of the Franchise Disclosure Document?

Cohen: Item 19 is arguably the most important disclosure item in the FDD. It simultaneously represents the most persuasive information a prospective franchisee will receive in making its investment decision, and also the greatest potential liability for a franchisor if done wrong. As such, a franchisor should take great care when drafting its Item 19.

1851: What is the single largest legal mistake brands make?

Cohen: Getting out over their skis. Achieving rapid growth is the goal of most franchisors, but growth cannot just be measured in new franchise sales; it must also be measured by growing system sales and revenues. Sometimes the biggest mistake a brand can make is really defined by a series of small mistakes rooted in a lack of infrastructure and compliance systems.

For a brand to truly achieve rapid sustainable growth, it must ensure that it is avoiding all those little unforced errors along the way. For example, a brand may sell 500 franchises in the state of California this year, but if it forgot that there was a fee deferral in effect at the time of the franchise sales, well, that is a massive potential liability that may have to be addressed. Again, the goal is to make money, and most importantly, keep it.

1851: How do you stand out as a franchise law firm?

Cohen: We are more than just a franchise law firm. While we have one of the largest groups of dedicated franchise lawyers in the country, with broad experience across the spectrum of franchise-able businesses, Akerman LLP is an AmLaw 100 firm with over 700 lawyers in 25 cities across the United States and with experience in nearly every practice area and business sector (including franchising, M&A, labor and employment, litigation, intellectual property, real estate, bankruptcy, tax, health care and more). Our team-based approach reaches across disciplines, practice areas and geographical scope to provide a complete and comprehensive strategy to address a wide array of issues affecting franchise businesses.

1851: What is the best business advice you have received in your career?

Cohen: If you focus on doing good client work and fostering genuine relationships, the rest will follow.