Item 19 Financial Performance Representations in the time of COVID

You’ve probably heard the phrase, “COVID ruined everything” more than once in 2020.  And unfortunately, we’re here to tell you the same likely applies for Item 19 financial performance representations (FPRs). Any operating results presented in Item 19 must have a reasonable basis and cannot be misleading.  If COVID has caused (1) a drop in revenue, (2) temporary or permanent store closures or (3)…

Read More


California Consumer Privacy Act (CCPA):
Considerations for Franchisors

By introducing the California Consumer Privacy Act, California continues its pattern of enacting legislation that has the potential to impact the franchise industry in a significant way. The CCPA applies to any company that “does business” in California (which is a broad category) and that meets the criteria explained below.  If your franchise company is based in California, or (potentially) even…

Read More


Advertising Franchises

Franchise for sale!  Only fifty cents (well, not really but you get the idea).  You have some amazing advertising pieces to sell your franchise.  So you can just use them however and wherever you want, right?  No. This would be too simple. Certain states require you to pre-file advertising materials and wait a specified time before using them in the state.  Some states require that you register…

Read More


California’s Assembly Bill No. 5 (AB-5)

Sometimes it Pays to Wait-and-See

Many franchisors are wondering what changes they should make in response to California’s AB-5 that went into effect on January 1, 2020. In a nutshell, we don’t think it makes sense to make any significant changes to a franchise system because the applicability of AB-5 to franchisors isn’t fully determined, and there will likely be changes to this law in 2020. The purpose of AB-5 is to crack down…

Read More


Should I have a financial performance representation (FPR) in my FDD?

When I get asked this question, I respond as follows: “The FDD has 23 Items. If there were just one Item in the Franchise Disclosure Document (FDD) you could look in deciding whether or not to buy a franchise, which Item would it be? I don’t care what it is, how much it costs, I need to know if it makes money.” FDDs tend to be packed with information and details, and prospective franchisees often…

Read More


California Franchise Exemptions:

A Franchisor’s, “FastPass” to Selling Franchises

Nobody wants to wait in line…especially when you’ve worked hard and paid a lot of money just to get to the entrance. Disneyland first introduced the FastPass in 1999. This pass lets them skip the long lines for popular rides. It’s a win-win because FastPass frees guests to enjoy their time—and spend more money—elsewhere in the park. In California, the process to register a new franchise offering…

Read More


YES VIRGINIA, THERE REALLY IS A CONFIDENTIALITY CLAUSE!

Confidentiality or non-disclosure agreements (NDA’s) come in different forms and sizes, from stand-alone NDA’s to just a couple of sentences in a long commercial contract. Unfortunately, at times NDA’s are one-sided, overreaching, and create unrealistic obligations. Complicating matters is that vendors (e.g. supplier, service provider, consultant) often present a franchisor with an NDA which…

Read More


How to Find Franchise Disclosure Documents (FDDS) Online for Free

There are four states that publish FDDs online. California https://docqnet.dbo.ca.gov/search/ California’s search engine is slow to update, but every document associated with a franchise registration (FDDs, blacklines, applications, permits) is available on the site, once they get around to updating it. Sometimes you have to know the exact name of the franchisor to be able to find the filing.…

Read More


Selling Franchises in Registration States

I’ve just issued my FDD and want to start selling franchises with it. What are the next steps? This depends on where you’d like to sell franchises. Registration states require you to file your FDD and pay a fee, and most of these states have a formal comment letter process. Before you can start selling in the registration states, you’ll need to receive an acknowledgement or permit from the……

Read More


When does my FDD expire?

Your FDD will expire on a national level 120 days after your fiscal year end. So, if your fiscal year end is December 31, your FDD will expire on April 30. When your FDD expires in a certain state will depend on whether that state’s registration is tied to your fiscal year end or if it is tied the effective date of registration. For example, several states’ registrations also expire 120 days…

Read More