Our law firm works closely with small and medium-sized business owners from the outset, beginning with the question of “What form should my business organization take?” In deciding what form of business to adopt, whether a corporation, partnership, or limited liability company (LLC), you should consult an experienced corporate attorney, since each form of business has separate advantages and disadvantages. The drafting and filing of Articles of Incorporation or Articles of Organization, along with the drafting of By-laws and a Shareholder Agreement, Operating Agreement or Partnership Agreement, is a pivotal step in the start-up process where an experienced business lawyer should be utilized. Other tasks that a business attorney may perform at the outset on behalf of business clients are the registration of trademarks and service marks, obtaining fictional (d/b/a) names, obtaining an EIN, reviewing lease agreements, and drafting employment agreements.
Our law firm engages in litigation in Montgomery County courts as well as other courts throughout the state of Maryland and the District of Columbia. We also use alternative dispute resolution (ADR) methods such as mediation and arbitration on behalf of small and medium-sized businesses, franchisors and franchisees, and individuals. These disputes involve: corporate disputes among shareholders, partners, owners, investors and members of corporations, LLC’s and partnerships; cases involving breach of contract, fraud, misrepresentation, and breaches of confidentiality, non-compete, and nondisclosure agreements; various franchise disputes between franchisor and franchisee, which require an experienced franchise lawyer possessing extensive knowledge of franchise law; employment disputes between businesses and their employees; and civil disputes between individuals.
Our law firm drafts, reviews, analyzes, and negotiates on behalf of corporate and franchise clients various types of contracts, including: shareholder agreements; limited liability company operating agreements; partnership agreements; purchase and sale of business documents; buy/sell agreements; asset purchase agreements; non-disclosure, confidentiality and non-compete agreements; license agreements; stock purchase agreements; third party contracts; employment agreements; Franchise Disclosure Documents (FDD), including franchise agreements and ancillary franchise documents required by state franchise law; distributorship agreements; reseller agreements; and subcontractor and independent contractor agreements.
In addition to assisting small and medium-sized corporate and franchise businesses with formation and startup, litigation, and contract law, the firm assists businesses with general corporate needs, including strategy for business development and marketing, intellectual property, daily business operations, employment matters, negotiations of contracts with third parties, issuance of stock, minutes of board and shareholder meetings, purchases and sales of stock and assets, conflict resolution and confidentiality and non-compete agreement issues.
Our law firm is a full-service franchise law firm. For start-up franchisors, we answer questions like “What is a franchise?” and “How do I franchise my business?” On behalf of existing franchisors, we draft Franchise Disclosure Documents (FDD) in compliance with the Revised FTC Franchise Rule and state law. In conjunction with the drafting of an FDD we draft franchise agreements and ancillary documents mandated by federal and state franchise law. The franchise agreement governs the franchise relationship between franchisor and franchisee. Also on behalf of franchisor clients, our firm registers the FDD in all states which require the registration of franchisors. After drafting and registering the FDD in various states across the county, our firm oversees the annual renewal of the FDD registration in these states. We also ensure that franchise sales advertising materials are registered in those states requiring it.
During the sales process, the firm is available to franchisor clients for negotiations of the franchise agreement, for salesperson questions of what representations may be made and what may not be said, and to ensure that the FTC Rule and state law are complied with during the disclosure and sales process.
In the final step of the sales process, the firm attends closings on behalf of franchisor clients to ensure that the offer of sale was lawfully made, and that the franchise agreement and ancillary documents are executed properly by the parties.
In representing those interested in purchasing a franchise, we help answer the question “How do I purchase a franchised business?” and “What should I know about franchise law” when doing so. We review and analyze the franchisor’s FDD, and when necessary attempt to negotiate changes to the terms of the franchise agreement and ancillary documents on our client’s behalf. In doing so, we advise prospective franchisees of the pitfalls of the agreements so that the prospective franchisee client can make a fully informed decision.
For existing franchisees of a franchise system, we assist franchisees in matters pertaining to the sale, assignment, or transfer of a franchised business; expiration or termination of a franchise; issues surrounding renewal of a franchise agreement; and disputes involving breach of a franchise agreement, disputes involving royalty and other fees, interpretation of non-compete agreements and issues involving exclusive territories and encroachment.
Our law firm assists clients with basic estate planning needs, including the drafting of Wills, Trusts, Powers of Attorney and Advance Health Care Directives. Our firm also assists in the probate of Wills, the administration of Estates, and acts as the attorney to the Personal Representatives of an Estate in Montgomery County, MD, as well as numerous other counties in the state of Maryland, and the District of Columbia.
(301) 330-6790
ray@mckenzie-legal.com
