to Entrepreneurs and their Companies SM
Our Firm represents clients in business transactions and concentrates our practice on Franchise and Distribution law, representing both Franchisors and Franchisees. We represent clients in matters of Real Estate, Leasing, Securities Law, and Buying and Selling Businesses.
The legal expertise of Kanouse & Walker, P.A. is in the areas of corporate, securities and real estate law, with an extensive practice in franchise, business opportunity and distribution law. The Firm represents entrepreneurs, franchisors, franchisees and their companies in all stages of a company's life -- formation, financing, operation, expansion and sale. Kanouse & Walker, P.A. can be a trusted member of your team, serving as the general counsel, business advisor and project coordinator. A client can benefit from Kanouse & Walker, P.A.'s extensive network of other experienced attorneys (including litigation, environmental, trademark and patent, foreign counsel, tax and estate planning), accountants, financial consultants and planners, franchise and marketing consultants, insurance agents, advertising agencies, contractors, real estate brokers, franchise brokers.
With Kanouse & Walker, P.A., you can have the best of both worlds - the knowledge and expertise from years of big law firm experience, coupled with the personal service, lower fees and flexibility of dealing directly with a partner in a boutique firm.
Keith J. Kanouse has over 30 years of practice in New York and Florida (16 with large law firms) representing entrepreneurs and their companies. Mr. Kanouse has lectured and published locally, nationally and internationally on franchise, corporate, securities and real estate topics including the author of 3 books and co-author of 2 others.
Susan Walker worked with major law firms before becoming associate General Counsel for a national retail company for over 10 years. Susan Walker is co-founder of Kanouse & Walker, P.A. and its managing partner and she also devotes time to community service organizations.
Areas of Practice
You do not want to operate a business as a sole proprietorship as you have personal; liability for all the company?s debts. We assist the client in determining which type of legal entity ["C" corporation, "S" corporation, limited liability company (LLC), general partnership, limited partnership, registered limited liability partnership, and joint venture) is best for the client from a liability, tax, investment and operation perspective. Some articles you may find of interest are:
We assist many start-up franchisors in developing their franchise program. We prepare Federal Trade Commission Franchise Disclosure Documents (FDDs) to comply with federal and state franchise laws as well as Franchise Agreements, Development Agreements, Subfranchise Rights Agreements, Area Representative Agreements, Franchise Broker Agreements, lease-related agreements, purchase agreements, guarantees, financing statements, powers of attorney and checklists regarding the sale of franchises. We also assist the client in complying with various state franchise and business opportunity laws of the states in which franchise sales are contemplated including disclosure and registration. We also assist in preparing quarterly and annual supplements, amendments and revisions to the Franchise Disclosure Document to comply with federal and state laws, and preparing amendments and renewals of state franchise registrations. We also provide franchisor with franchise closing services. Some articles you may find of interest include:
We represent both sellers and purchasers of businesses. We assist in the structure and negotiate the terms of purchases and sales for buyers and sellers (assets or stock), including providing due diligence, financing, tax and other significant advice. We draft Asset Purchase Agreements, Stock Purchase Agreements, Merger Agreements, Management Agreements and closing documents. An article of interest is:
We prepare various contracts for the organization and on-going successful operation of the client, such as employment agreements, confidentiality agreements, shareholders' agreements, distributorship agreements, partnership agreements, dealership agreements, joint venture agreements, etc.
We represent clients in negotiating commercial real estate leases, options to lease, franchisee/tenant lease negotiations, etc. Some articles you will find of interest are:
There are many foreign franchisors franchising in other countries. In many of these transactions, there are no franchise regulations affecting the transaction, as both countries have no franchise laws. A foreign franchisor entering the U.S. market has a rude awakening in the myriad of federal (U.S.) and state laws and regulations confronting it. The United States was the first country to adopt franchise laws (California 1970) and has the most complex and extensive franchise laws in the world. It now appears that other countries are seeking to emulate the U.S. in franchise pre-sale disclosure and registration laws but with less extensive disclosure. Importantly, the U.S. does not restrict equity ownership by foreign investors in U.S. businesses except for certain business relating to national security. There are no legal restrictions of the repatriation of U.S. profits to a foreign investor except for U.S. tax laws and treaties. An article you may find of interest is:
We represent clients in structuring their distributorship/dealership programs to insure that the programs do not violate federal and state franchise and business opportunity laws. Some articles of interest include:
We have had franchise clients selling master franchises or doing business in over 30 countries. We, along with foreign counsel, analyze a foreign country's franchise laws, foreign investment restrictions, currency restrictions, tax issues and other laws affecting international franchising in other countries. We prepare international master franchise agreements, joint venture agreements and coordinate with foreign counsel on international franchising and international trademark activities. Some articles of interest include:
A trademark license arrangement can be tricky to avoid becoming an unregistered and undisclosed franchise. We understand the issues involved and represent licensors and licensees in connection with the negotiation and preparation of license agreements. Some articles you will find of interest is:
We will analyze various types of marketing arrangements to determine the best format for the client to achieve its marketing objectives giving a thorough legal analysis of the advantages and disadvantages of each approach (for example, franchise, company-owned with managers, license, distributorship/dealership, multi-level marketing, independent sales representatives, joint venture, etc.). Some articles you may find of interest are:
- Business Expansion Strategies
- The Inadvertent Franchisor
- The FTC is Buzzing - Don't Get Stung
- FTC Franchise Rule Applies to Certain Business Opportunity Sellers
- Keeping Your Distributorship/Dealership Offering From Being a Franchise or Business Opportunity ? The ?Don?ts?
- Licencing vs. Franchising
- The Twilight Zone Between Trademark Licencing and Franchising
Advertising is regulated by the Federal Trade Commission and states unfair and deceptive practices laws.. We advise clients with respect to the advertising materials relating to the sale of franchises and business opportunities, including the filing and pre-approval of advertising materials in certain of the franchise registration states.
The purchase of a franchise is a large and complicated investment. Unfortunately, many franchisees choose not to hire an experienced franchise attorney to represent them and run into problems. Franchisors will tell you that it?s a waste of money but they are not being truthful. We represent all different types of franchisees in connection with purchasing a new or existing franchise including a review of Franchise Disclosure Document and Franchise Agreement and the negotiation of the Franchise Agreement to make it fairer for the franchisee. We also assist you in forming the company to own and operate the franchise and with lease negotiation. Some articles that you may find of interest include:
- I Wished I Had Hired A Franchise Lawyer When I Bought The Franchise
- Why Do You Need A Lawyer When Buying A Franchise
- Glossary of Franchise Terms
- Is your Franchise A 20-year Rent a Business?
- Buying or Selling an Existing Franchise Unit
- Should my business be an S corp or a Limited Liability Company?
- Accountants Representation of a Franchisor or Franchisee Client
We have negotiated contracts with telemarketers and well as representing telemarketers with respect to compliance with federal and state telemarketing laws.
We also get involved in representing franchisees in connection with the sale of the franchise business and resolving disputes with franchisors including negotiation, mediation, arbitration and litigation (with litigation co-counsel).
We represent clients as borrowers in connection with loans from investors or financial institutions including SBA financing. Our services include negotiation of the financing terms and loan documents, assisting the borrower in complying with loan closing requirements, rendering borrower's counsel opinion letters, etc.
If you are purchasing more than a single-outlet franchise, we have a great deal of experience in representing area developers (multi-unit franchisees), area representatives (super franchise brokers) and subfranchisors (a franchisor for an area). These agreements are as one-sided as a franchise agreement and need to be negotiated to make them fairer. Some articles you may find of interest are:
We you desire to raise money from investors or are planning to become an investor, we advise and assist in capital raising efforts of the client concerning matters such as a business plan, and compliance with federal and state securities laws including preparing private placement memoranda. An article you may find of interest is:
We assist in organizing franchisees of a given system into independent franchisee associations to collectively negotiate franchise agreements and other system-wide issues and collectively litigate system disputes. Some articles you may find of interest are:
We represent defendants in actions brought by the Federal Trade Commission and/or state enforcement agencies including for alleged violation of franchise laws, business opportunity laws, telemarketing laws and/or deceptive acts or practices.
We have much experience in representing purchasers, sellers, and owners of restaurants and bars including transfer of assets and obtaining and transferring alcoholic beverage licenses.
We represent clients in the mediation of disputes. We also engage in litigation as co-counsel with arbitration and litigation counsel on franchisor/franchisee disputes and other matters.
We represent business opportunity sellers in connection with compliance with federal and state business opportunity laws including preparation of FTC Disclosure Statements, state business opportunity disclosure documents and state registrations. We also represent purchasers of business opportunities. Some articles you may find of interest include:
Mr. Kanouse serves as an expert witness in franchise and securities matters including legal malpractice cases. Mr. Kanouse has served as an expert witness in over 30 cases on behalf of attorneys representing franchisors as well as franchisees, and in the prosecution or defense of legal malpractice cases. Mr. Kanouse analyzes the applicable documents and law in connection with the preparation of an Expert Witness Report. He testifies in deposition and at trial.