Services

Large-Firm Experience Without Paying Large-Firm Prices.

This is Lexagon Law. We work for you.

The day-to-day life of your business is as unique as the products or services you offer. In a moment’s notice, things can shift from stable to unpredictable. Growth and new opportunities also underscore the need for an operationally-focused legal team. Our tactical approach is built on decades of in-house experience, as well as working with a broad range of systems and consultants.
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Franchise Compliance & Operations

From structuring a franchise program for start-up franchisors to helping veteran franchisors manage their franchise system and regulatory compliance, we provide a customized and cost-effective approach to ensure your business objectives are met.

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Understanding the advantages and disadvantages of different franchise models is an imperative to optimize success for both you and your franchisees. How you structure your franchise program will determine your pace of growth, the franchisees you select, the support you provide, the team you will need and your costs and fee structure.

Equally as important is recognizing when franchising is not the right fit. Our experienced franchise team can advise you on how to structure licensing programs that both avoids being an “accidental franchise” and meets your business goals.

Our Services Include:

• Structuring single-unit, multi-unit, conversion and area representative franchise programs.

• Structuring alternative license programs and distribution relationships to avoid state and federal franchise registration and disclosure requirements.

• Advising international brands on structuring franchise programs in the U.S.

You may need a franchise disclosure document (FDD) to sell franchises in the U.S.  Cookie-cutter franchise documents are a competitive disadvantage. They can incorrectly describe your franchise program and inadequately reflect the quality of your system.  Worse, a noncompliant FDD or a poorly drafted franchise agreement exposes you to unnecessary legal risks and costs.

Hiring an inexperienced attorney or using “templates” found on the Internet can lead to costly mistakes that take years to correct.  We have spent decades helping more than 60 brands prepare customized FDDs and detailed franchise agreements. 

Our Services Include:

  • Structuring FDDs and franchise agreements.
  • Drafting legally compliant FDDs for single unit, area representative, conversion and master franchise programs.
  • Drafting franchise agreements, multi-unit development agreements, area representative agreements, conversion addendums and master franchise agreements.
  • Drafting ancillary agreements, including confidentiality and non-compete agreements, software license agreements and landlord lease assignments and amendments.
  • Lease review and negotiating landlord consents.

Industries We Have Served:

Senior Care, Beauty & Fitness, Pharmaceutical, Automotive Education, Home Improvement, Real Estate, Pet Care Consulting Services, Retail, 
Restaurant, Hospitality, Printing, Business Services, Children Franchises

The initial and annual registration process can range from simple applications to in-depth reviews of your FDD by state examiners. Certain events during the year can also trigger amendment filing requirements. How you respond to such reviews and when you file amendments will impact your sales cycle, the need for disclaimers and even when you can collect fees from franchisees.

We know the specific nuances involved in the regulatory process.  We manage hundreds of state registrations each year and have spent decades building relationships with state regulators. 

Our Services Include:

  • Managing the initial, annual renewal and amendment registration process and navigating the intricacies of state regulatory agencies.
  • Preparing state franchise initial registration applications, renewals and amendments and coordinating the registration process with your pipeline and sales cycle.
  • Responding to state regulators regarding FDD filings and comment letters.
  • Counseling clients regarding the FTC Rule and state regulatory requirements.
  • Evaluating compliance requirements, developing strategies for risk mitigation and resolving state franchise law violations.
  • Reviewing advertising materials for compliance with franchise regulations and registering marketing materials.

Not every franchise program or sale requires delivery of an FDD or a state registration.   Qualifying for an exemption from disclosure and registration requirements can save you time and resources.  Exemptions may even help you avoid “going dark” during renewal season.

Evaluating whether an exemption is available can be tricky.  Not every federal exemption is available in every registration state.  Nor does every exemption waive both registration and disclosure obligations.

Our team has the business and legal expertise to help you structure your franchise program and sales to leverage opportunities with fewer compliance barriers.

Our Services Include:

  • Evaluating business expansion strategies to structure franchise models that leverage franchise exemptions and exclusions.
  • Structuring franchise programs and franchise sale transactions to comply with franchise exemptions and exclusions requirements.
  • Managing a franchise exemption program, including any state filing requirements.

Selling franchises is highly regulated by both state and federal law. Your understanding of franchise sales compliance can be the difference between signing the ideal candidate and refunding thousands of dollars to a former franchisee.

Abiding by the rules is critical to mitigate your risk of sales violations. Our team has conducted sales compliance training programs for the International Franchise Association’s Fran-Guard program as well as for start-up and established franchise brands.

Our Services Include:

  • Conducting franchise sales compliance training for franchise development and executive teams tailored to your company’s needs.
  • Counseling on franchise sales compliance issues and violations.
  • Working with state regulators to negotiate penalties and disclosure requirements for franchise sales violations.
  • Establishing internal sales compliance programs and best practices for franchise companies.

Franchise agreements are not typical contracts.  They are designed to be used with multiple franchisees operating under a single brand and offering a uniform customer experience. Attorneys unfamiliar with franchising can misunderstand the importance of the franchise model and make changes that have significant unintended consequences.

With years of in-house general counsel experience, we understand the business and legal implications and know when to negotiate franchise agreements.  We do not believe in “killing deals.”  Instead, we advise you on the impact of negotiated changes to the system and facilitate discussions with prospective franchisees.

Our Services Include:

  • Advising clients during franchise negotiations.
  • Drafting amendments to franchise agreements and collateral agreements.
  • Determining if disclosure obligations apply to the franchise negotiation process and preparing negotiated change amendments if applicable.

Franchise relationships require you to manage expectations, minimize power dynamics, communicate a vision for the brand and reinforce each party’s commitment to the other’s success.  This requires time and dedication. 

Negative franchisee relationships can lead to bad validation, high franchisee turnover, litigation and additional disclosure requirements. With decades of general counsel experience in the franchise industry, our team knows how to facilitate productive franchisee relationships.  We have advised our clients on individual and systemwide operational issues, transfers, terminations, defaults,  litigation matters and implementing new system requirements.

Our Services Include:

  • Counseling on franchise relationship laws, including matters of renewal, defaults, and termination.
  • Providing strategies for managing legal and operational system standards.
  • Advising on franchisee operational issues and restructuring franchise relationships.
  • Documenting new system standards and programs.

A franchisor may choose to stop franchising for different reasons.  In some instances, market trends and economic factors may make franchising untenable.  In other scenarios, a system may be so successful that a franchisor re-acquires its franchisees’ businesses in favor of corporate operations.

Regardless of which side of the coin you may find yourself, having a strategy to address the business and legal issues is crucial to successfully de-franchising or acquiring back the system. We have years of experience helping with such strategies.

Our Services Include: 

  • Advising on de-franchise/market withdrawal strategies and counseling on business offering and legal issues.
  • Negotiating and documenting systemwide terminations.
  • Negotiating and drafting acquisition agreements to repurchase franchisee businesses.

International Franchise

Whether you are a U.S. brand seeking to expand your international footprint or an international brand looking to enter the U.S. market, you need advisors that understand the unique set of issues you will face. We have extensive experience advising franchise brands on global expansion.
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While global expansion offers new market opportunities, it also requires a complex set of decisions and issues to be addressed. Successful international franchising and licensing programs require an understanding of how to structure transactions to fit best the cultural and legal systems in a particular country with your business goals. 

Whether you are a domestic franchisor seeking to expand your global footprint or a franchise brand entering the U.S. market, our specialized legal team has extensive experience developing international growth strategies, structuring international transactions and advising non-US companies on franchising in the U.S.

Our Services Include: 

  • Advising on the structure of franchise and license models, including master franchises, area director franchises, area developer franchises, joint ventures, unit franchises and licenses.
  • Advising non-US brands on franchising in the U.S., including entity formation, accounting requirements, U.S. franchise laws, regulatory/registration requirements and structuring franchise programs for U.S. expansion.
  • Drafting and negotiating international franchise and license agreements, preparing disclosure documents and managing franchisee registrations.
  • Managing foreign counsel and trademark registration.

U.S. brands are regularly introduced to new international consumers.  This can open the door to an interest in franchising your business globally. Pursuing these opportunities without knowing the country-specific legal requirements can increase costs, delays and legal exposure. 

You need legal counsel who knows how to identify and navigate these country specific requirements.  Our team has evaluated franchise and licensing requirements, including pre-disclosure, registration, apostille and recording requirements, translations, data protection laws, local franchise ownership mandates and operating requirements in over 40 countries.

Our Services Include: 

  • Advising on country specific franchise and licensing legal requirements and laws of general applicability.
  • Advising on country specific franchise relationship issues.
  • Working with experienced local counsel on legal compliance.

There is no generally accepted international disclosure document. In some countries that require pre-sale disclosure, you only need to provide a high-level overview of the franchise.  Other countries require more complex disclosure information. The timing for providing pre-disclosure documents and the need to register disclosure documents and franchise agreements may also vary by country.

These disclosure and registration obligations require more than a cursory understanding.  Our team has counseled clients on disclosure and registration requirements, drafted international disclosure documents and managed registrations in over 40 countries across North America, Asia, Europe, South America, Australia/New Zealand and Africa.

Our Services Include: 

  • Advising clients on pre-disclosure and registration requirements.
  • Drafting country specific and general international franchise disclosure documents.
  • Drafting international franchise agreements including master franchise agreements, unit agreements, area developer franchise agreements, joint venture agreements, and license and distribution agreements.
  • Managing registration requirements, with assistance from local counsel.
  • Drafting ancillary agreements, including confidentiality and non-compete agreements and guarantees.

When expanding your global footprint, you will need specialized and experienced local counsel to help you traverse a number of business and legal issues.  Knowing who to turn to and how to vet international counsel can be daunting.

Through our many years of handling international franchise transactions as well as our participation in franchise organizations around the world, we have developed a large network of foreign franchise counsel relationships.

 We leverage our expansive network of vetted and well positioned legal advisors to help our clients execute their global strategy.

Our Services Include: 

  • Evaluating scope of work and identifying local counsel.
  • Managing local counsel relationships. 

Negotiating international agreements takes time and expertise. Distance, cultural norms, and language barriers only add to the complexity.  Poorly negotiated agreements may lead to operational challenges, intellectual property issues and harm to the brand’s reputation.

Even with well drafted and negotiated agreements franchisee relationship issues can arise.  Challenges are compounded in an international context, because unit franchisees may be impacted. Working with counsel that  focuses on practical solutions that protect your legal remedies will make all the difference.

With years of experience negotiating international agreements our team is well positioned to help you manage your international relationships. 

Our Services Include:

  • Negotiating letters of intent and international franchise, licensing and supply-chain agreements.
  • Advising and resolving disputes with foreign parties.

Mergers & Acquisitions

Whether your company is acquiring a franchise, another franchise system, or being acquired itself, there are complex issues to resolve before finalizing the transaction. No matter what phase you are in or what your unique needs are, we have decades of hands-on experience helping domestic and international clients navigate all aspects of M&A.

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Mergers and acquisitions are complex transactions.  They are affected by franchise, securities, tax, real estate, intellectual property, contract, and other laws and regulatory requirements.  Knowing how to structure, plan and coordinate deals that meet your business objectives and comply with legal requirements takes significant experience and a broad base of legal knowledge. 

Our team has managed transactions as small as a few thousand dollars to nearly a billion dollars.  We have the business acumen and legal experience to counsel both buyers and sellers on structuring transactions and deal planning in a cost effective manner. 

Our Services Include:

  • Evaluating clients’ business objectives and advising on deal terms.
  • Advising clients on merger and acquisition structure, including equity, asset, merger, and joint venture transactions.
  • Identifying documents, government filings and other legal compliance requirements necessary to close the transaction.
  • Project management, including collaborating with deal team.

Due diligence allows for the buyer to better evaluate information about the seller. This review may expose risks that may result from a merger or acquisition, but it is time-consuming and costly. The process of evaluating and responding to due diligence requests is no different.

In helping clients on both sides of the deal, our team has experience in managing due diligence, evaluating information for risk assessment, and utilizing process management tools to build efficiencies and streamline the due diligence process.

Our Services Include:

  • Establishing and managing electronic data rooms.
  • Developing due diligence disclosure checklists and classifying documents.
  • Conducting UCC, lien, judgment, bankruptcy and tax searches and analyze results
  • Reviewing documents, identifying potential risks, third party consent requirements, post-closing obligations and responses for schedules.

Artful drafting and skillful negotiation are essential to properly documenting a merger or acquisition transaction.  Equally important is understanding the duties, obligations and consequences created by these documents.  Failing to do so may lead to significant post-closing liabilities and costs.

With years of experience drafting and negotiating deal documents for mergers and acquisitions, our team is well positioned to provide strategic counsel to both buyers and sellers.

Our Services Include:

  • Drafting transaction agreements, including, asset purchase agreements, stock purchase agreements, merger agreements and joint venture agreements.
  • Drafting ancillary agreements and documents, including LOIs, NDAs, management agreements, termination agreements, assignments, employment agreements, stock certificates, corporate resolutions, promissory notes and bill of sale.
  • Draft third party, director and shareholder consents.
  • Preparing schedules.

While the days of parties gathering around a conference table are over, closing a merger or acquisition transaction still requires careful planning. You must obtain required third-party and government agency consents, coordinate signatures and ensure that funds are ready to be disbursed.  Working with experienced counsel with management expertise and the ability to problem solve is critical.

We have helped close millions of dollars in deals. Regardless of the size of the transaction, we have the experience to help ensure a smooth closing.

Our Services Include:

  • Developing closing checklists and preparing closing documents.
  • Ensuring closing conditions are satisfied or waived.
  • Obtaining necessary consents, approvals, certificates and lien releases.
  • Arranging for signatures and fund transfers.
  • Coordinating transfer of documents.
  • Creating electronic closing binders.

Merger and acquisition transactions do not end at the closing table.  Frequently, there are filings and other actions that are necessary to effectuate the transaction.  Discrepancies in accounting and due diligence information discovered after closing may lead to additional negotiation and dispute resolution. The buyer must also focus on operating a new business and developing and executing a post-closing integration plan. 

Our experienced team understands that the closing is not the finish line. We have worked with clients to manage post-closing filings, business integration strategies and post-closing dispute resolution.

Our Services Include: 

  • Post-closing government filings
  • Third party consents
  • Franchise regulatory filings
  • Consult on company post-closing integration issues, including reviewing and re-negotiating legacy agreements, drafting assignments, employment and consulting agreements, management agreements, termination agreements, supplier agreements and confidentiality and non-compete agreements.
  • Corporate formalities
  • Advising on post-closing disputes and resolution management

Trademarks

Your trademark is valuable and protecting it is vital. From counseling clients on the availability of trademarks to building a cohesive brand protection strategy, we will expertly guide you through the process and help you maximize your trademark portfolio.

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Federal trademark registration is essential to any brand strategy.  Contrary to many websites, the process of obtaining a federal registration requires more than just  completing a form. Misunderstanding this process can lead to your trademark application being rejected or your  trademark registration being cancelled.

 

Our team understands how important trademark protection is for businesses seeking to build a national brand.  We have decades of experience working with trademark examiners and dealing with all aspects of prosecuting trademark applications.

Our Services Include:

  • Conducting preliminary clearance searches
  • Preparing trademark applications
  • Responding to office actions

Expanding globally presents a range of challenges, including how to protect your trademark rights. Since your U.S. trademark does not provide protection abroad, as you expand globally, you will need to register your trademark in other countries to protect your brand.

Having a trademark strategy early on is imperative to leverage international registrations that cover multiple countries. This will save you time and money.  Whether it is through the Madrid Protocol, CTM system or our network of international counsel, our experienced team can help you develop a strategy to register and enforce your trademark rights worldwide.

Our Services Include: 

  • Conducting preliminary trademark clearance searches
  • Preparing and prosecuting international trademark applications (Madrid Protocol)
  • Managing local counsel

Once established, trademark rights need to be maintained and protected.  Failing to properly manage your trademark portfolio can result in the loss of valuable trademark rights. This includes managing post-effective filings for domestic and international registrations, enforcing your rights against trademark infringers and negotiating various agreements.

We can provide the guidance you need to protect and manage your trademark portfolio.   We have years of experience helping clients determine which trademarks need protection and where, maintaining trademark registrations, preparing and responding to cease and desist letters, and negotiating trademark licenses, concurrent use agreements and trademark assignments. 

Our Service Include: 

  • Providing advise on trademark rights, proper trademark usage and registration strategy
  • Managing trademark docket and preparing trademark renewals and maintenance filings
  • Negotiating trademark related agreements including trademark assignments, licenses and concurrent use agreements

General Counsel

With over 25 years of combined general counsel experience, we provide outside general counsel services, support in-house legal teams and complete special projects at predictable flat fee rates.

At Lexagon, we value the long-term success of our clients more than accruing billable hours. That approach is central to how we operate.

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Many businesses do not have the benefit of in house counsel to help advise on the legal and business issues they face. This causes companies to be more reactive than proactive in responding to challenges and opportunities. Other businesses have in-house counsel that are stretched too thin or need the benefit of specialized expertise.

No matter what issues you are facing, we work to integrate with your team, understand your company’s goals and effectively and proactively provide operationally focused legal support.

Our Services Include:

  • Drafting agreements, including NDAs, management agreements, license agreements and non-compete agreements.
  • Negotiating leases, vendor agreements, license agreements and commercial contracts.
  • Corporate governance.
  • Advising on operational issues;
  • Providing legal strategy to implement business goals.
  • Counseling executive teams.
  • Consulting with litigation counsel.
  • Special projects.

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We are proud to be recognized by The International Who’s Who of Franchise Lawyers, Best Lawyers in America, and Super Lawyers. We are also designated “Legal Eagles” by Franchise Times and “America’s Leading Lawyers for Franchising” by both Chambers USA and Chambers Global.

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