Rochelle Spandorf | Davis Wright Tremaine LLP

Shelley Spandorf is a nationally recognized business franchise and distribution attorney with more than 35 years of experience representing franchisors, manufacturers, licensors, suppliers, franchisees, and distributors in their domestic and international expansion and strategic development. Shelley concentrates her practice on a broad spectrum of transactional and regulatory issues for clients in all industry sectors, from startups to mature public companies. Shelley 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 clients on franchise sales compliance duties, and advises franchise and non-franchise distribution systems 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.

Shelley has advised numerous companies on the issue of whether a particular commercial arrangement is a franchise. With significant experience on this issue, she not only has served as an expert witness in litigation, but has helped dozens of companies evaluate restructuring alternatives to avoid regulation as a franchise. Shelley supplies strategic litigation support in cases involving franchise agreements or where franchise status is an issue and represents clients in mediations and before government agencies in addition to serving as a mediator of franchise disputes.

Shelley assists companies in the acquisition of franchise and non-franchise distribution systems and corporate financing by providing franchise due diligence reviews and lead counsel services. On behalf of franchisees and area developers, Shelley also assists with the acquisition and sale of franchise rights and handles a broad range of transactional projects.

Shelley is chair of the firm’s franchise law practice, which received a Tier 1 ranking by US News. She is nationally ranked by Chambers USA as one of the leading U.S. franchise attorneys and recognized as a certified specialist in franchise and distribution law by the California State Bar. In 2013, Who’s Who Legal identified Shelley as one of the ten most highly regarded individuals in franchise law in the world, and the only woman earning this distinction in the U.S.

I. When does a trademark license qualify as a franchise | 2:00pm – 2:20pm

1. The 3-legged stool analysis | 2:00pm – 2:10pm
2. Variances among federal and state law definitions | 2:10pm – 2:20pm

II. Strategies for drafting licenses, dealership and distribution agreements to avoid accidental franchises | 2:20pm – 2:40pm

1. Trademark use | 2:20pm – 2:25pm
2. “Marketing plan,” “community of interest,” or substantial assistance/significant control | 2:25pm – 2:35pm
3. Franchise fee | 2:35pm – 2:40pm

III. Complying with federal and state franchise and business opportunity laws once when structuring alternatives are not available for avoiding franchise status | 2:40pm – 3:00pm

1. Franchise sales laws | 2:40pm – 2:50pm
2. Franchise “relationship” laws | 2:50pm – 3:00pm