Carl is a principal in GPM’s Franchise & Distribution practice group and focuses his practice on the representation of franchisors, manufacturers, and investors in structuring, negotiating, and enforcing domestic and international franchise, licensing, distribution, and acquisition agreements. He also assists executives and general counsel in more than 65 industries or industry segments with creative solutions for developing and implementing business expansion strategies. With more than 35 years experience, Carl has worked with clients in every phase of domestic and international franchising, licensing, and distribution programs, frequently advising companies entering the U.S. market and U.S. companies expanding abroad.
Experience
- Representation of companies expanding through master franchising, area development franchising, international franchising, management contracts, joint venture agreements, licensing agreements and product distribution arrangements throughout the world
- Representation of foreign companies entering U.S. markets as franchisors
- Representation of multi-chain franchise holding company in dealings with master franchisees, regulators and secured creditors through loan covenant default and reorganization
- Representation of companies in the acquisition and merger of franchising companies
- Representation of companies dealing with material change in renewal agreements
- Represented a group of master franchisees in connection with the formation of an independent association of master franchisees
- Represented franchisors in connection with the preparation of international-specific disclosure documents and regulatory filings
- Represented numerous start-up franchisors and mature companies in the registration of franchise offerings
Publications
- “California and Montana Courts Invalidate Common Franchise Arbitration Provisions,” coauthor, The International Distribution Institute Project, May 2010
- “Do-It-Yourself Franchise Documents: What You Don’t Know Can’t Hurt You,” coauthor, AllBusiness.com
- “Selecting a Format for International Franchising,” chapter in International Franchising: A Practitioner’s Guide, Globe Law and Business, May 2010
- “New Jersey Expands Coverage of Its Franchise Practices Act,” coauthor, The International Distribution Institute Project, April 2010
- "Selecting a Format for International Franchising," International Franchising: A Practitioner’s Guide, Globe Law and Business, May 2010
- “Match Your Brand to the Best International Market,” Franchising World, March 2010
- “Identifying, Avoiding and Dealing with a Failing Franchisor,” Asia Franchise & Business Opportunities, October–December 2008
- “Tips for taking your franchise outside U.S.: Going with Master Franchisees,” Franchise Times, November 2008
- “Revised U.S. Franchising Rule—A Boon to International Franchisors,” Newsletter of the International Franchising Committee of the Legal Practice Division of the International Bar Association (Vol. 11, No. 1), May 2007
- “How U.S. Laws Regulate Franchising,” Institute for Certified Franchise Executives Study Guide, co-author, 2007
- “The New Rule and Your Practice: New Franchise Rule Eases International Franchising,” Franchise Law (Vol. 26, No. 4), May 2007
- “The U.S. Lowers the Bar for UK Entrants,” Franchise World, April/May 2007
- “Amended FTC Franchise Rule Eases International Franchising,” Franchising World, April 2007
- “Long Awaited Amended Franchising Rule Arrives,” IndUS Business Journal, March 15, 2007
- “Franchising Rides Wave of Economic Expansion in Asia and Pacific Rim,” Franchising World, March 2007
- Country Editor for Japan, South Korea and Taiwan; International Franchise Sales Laws, ABA Forum on Franchising, 2006
- “Why Can’t Your Business Be Successfully Franchised?” Hispanic Trends, June/July 2006
- “New China Franchise Law Impedes Franchising by Foreign Companies,” Franchise Update, June 2005
- “Finding the Right International Master Franchise Partner,” Franchising World, April 2005
- “The 2002 Model Franchise Agreement: What Smart Franchisors Are Thinking About Changing and Why,” Franchising World, May/June 2002
- Master Franchising: Selecting, Negotiating, and Operating a Master Franchise, Commerce Clearing House, 1999
- “Franchising Basics: The Official IFA Course,” available online at www.franchise.org
Presentations
- “International Franchising on a Budget: How to Anticipate and Avoid Common Challenges in New Markets,” IFA Wednesdaywise Webinar, July 7, 2010
- “Controlling the Franchisee’s Location: Legal and Business Issues for International Franchisors,” moderator, International Distribution Institute Annual Conference, Torino, Italy, June 11-12, 2010
- “Internet Sales Under the New Block Exemption Regulation: The United States Perspective,” 2010 International Distribution Institute Annual Conference, Torino, Italy, June 11-12, 2010
- “Lease of the Premises by a Third Party with Option in Favor of Franchisor,” moderator, 2010 International Distribution Institute Annual Conference, Torino, Italy, June 11-12, 2010
- “The Basics of International Franchising” copresenter, U.S. Department of Commerce Commercial Law Development Program, May 25, 2010
- “Do Disclaimers In FDDs and Franchise Agreements Still Preclude Franchisee Fraud Claims?” copresenter, Maryland State Bar Association Franchise Committee, April 15, 2010
- “Managing a Franchise Business and Strategic Growth Planning: Evaluating Expansion Alternatives,” Georgetown University Center for Continuing and Professional Education, March 19, 2010, May 1, 2009, November 7, 2007
- “The Basics of International Master Franchising,” copresenter, 48th Annual IFA Convention, February 10, 2008, Department of Commerce Commercial Law Development Program, April 7, 2010
- “Selecting, Negotiating, and Operating a Master Franchise: Strategies to Insure Success,” moderator, International Franchise Expo, April 10, 2010, March 21, 2009, U.S. Department of Commerce Commercial Law Development Program, April 7, 2010
- “Budgeting and Planning for International Expansion,” moderator, 50th Annual IFA Convention, San Antonio, TX, February 7, 2010
- “Seizing International Opportunities in Today’s Environment: Five Ways to Maximize Your Return on Investment Through International Franchising,” copresenter, Franchise Expo South, Miami, FL, January 15, 2010
- “Beyond Single Unit Franchising: Expanding Franchise Systems Through Multiple Unit and Third Party Arrangements,” Franchise Expo South, Miami, FL, C. Zwisler and M. Schott, January 15, 2010
- “Exploring Master Franchising as an International Growth Strategy,” moderator, International Franchise Expo, March 22, 2009
- “Budgeting for Successful International Master Franchising,” International Franchise Expo, March 21, 2009
- “Establishing a Game Plan for Successful Unit Franchise Sales–The Key to Master Franchise Success,” moderator, International Franchise Expo, March 21, 2009
- “Selecting, Negotiating and Operating a Master Franchise,” moderator, International Franchise Expo, March 21, 2009
- “Inside the Deal: Avoiding Critical Mistakes in Negotiating a Master Franchise,” moderator, International Franchise Expo, March 20, 2009
- “Best Practices in Legal Services for your International Expansion,” moderator, 2009 IFA Annual Convention, February 14-17, 2009
- “International Development in Uncertain Times: Where Does it Fit in Your Strategic Plan?” Franchise Expo South, Miami, FL, January 10, 2009
- “Beyond Single Unit Franchising,” Franchise Expo South, January 9, 2009
- “Financial Structure of the Deal,” IFA International Symposium on Franchising, November 5-6, 2008
- “Exporting a Franchise to the United States,” 2nd Brazil Franchise Association (ABF) Legal Symposium, September 9, 2008, Sao Paolo, Brazil
- “Strategies in International Expansion,” IFA Legal Symposium, May 12-13, 2008
- “Franchising in China: How to Do it Under the New Regulations,” ABA Forum on Franchising Teleseminar, April 17, 2008
- “Planning and Budgeting for International Master Franchising,” International Franchise Expo, April 12, 2008
- “Elements of Successful International Master Franchising,” Panel Moderator, International Franchise Expo, April 11, 2008
- “From Brazil to the United States: Franchising into the U.S.A.,” Brazilian Pavilion Business Seminar, February 8, 2008
- “Planning for International Expansion: Considerations for the Opportunistic Franchisor,” Franchise Expo South, January 11, 2008
- “How the Amended FTC Franchise Rule Knocks Down Barriers to Franchising Into the USA,” IFA/BFA International Symposium on Franchising, October 4, 2007, London, England
- “Franchising Legal Issues: Central America, Caribbean, and North America,” Access to Opportunity in Central America and the Caribbean International Investment Conference, May 15, 2007, San Salvador, El Salvador
- “International Franchising in an Unclear and Uncertain Legal Environment,” American Bar Association 29th Annual Forum on Franchising, October 11, 2006
- “The Illusory Promise of Franchise Renewals,” The Maryland State Bar Association Franchise and Distribution Law Committee, September 28, 2006
- “International Summit: Are You Ready for International Expansion?” IFA’s 46th Annual International Franchise Convention, February, 25, 2006
- “Franchising Across the Rio Grande: Finding the Opportunities, Minimizing the Risk,” IFA and Mexican Franchise Association (AMF), February 12, 2006, Mexico City, Mexico
- “Practices and Provisions Which Enable Success in Master Franchising,” New England Franchise Business Network, November 8, 2005
- “Accelerated Growth Through Three-Party Franchising,” West Coast Franchise Expo, November 5, 2005
- “Franchisor Enforcement Issues in Three-Party Agreements,” The Maryland State Bar Association Franchise and Distribution Law Committee, September 28, 2005
- “Globalizing Malaysian Franchises,” Department of Entrepreneur and Cooperative Development, September 22, 2005, Kuala Lumpur, Malaysia
- “Master Franchise Agreements as a Domestic Growth Vehicle,” IFA Legal Symposium, May 9, 2005
- “The Basics of Master Franchising,” International Franchise Expo, April 8, 2005
- “Pricing Right for Global Master Franchising,” IFA’s 45th Annual International Franchise Convention, March 9, 2005
- “How Franchisors Determine Master Franchise Fees,” International Franchising: A Public/Private Partnership, April 29, 2004
- “Basics of International Franchising,” Department of Commerce, U.S. Services Exports Training, September 16-17, 2002
Education
- DePaul University College of Law, J.D., 1973
- University of Notre Dame, A.B., 1970
Bar Admissions
Professional Activities
- Internatiomal Franchise Association (IFA) Legal/Legislative Committee, member, 1975-present
- International Franchise Expo Master Franchising Symposium, chair, 1992-present
- IFA, Marketing and Public Relations Committee, member, 1993-2009
- IFA Supplier Advisory Board, member, 1985-present; chair, 1990
- American Bar Association, Forum on Franchising, founding member of International Franchising and Distribution Division, 2005-2007
- IFA, chief staff counsel/general counsel, 1975-1983
- International Distribution Institute, U.S. Franchise Law Expert, 2008-present
Honors and Distinctions
- Named one of the top franchise law attorneys by Chambers USA: America’s Leading Lawyers for Business
- “Legal Eagle,” Franchise Times
- Who’s Who Legal, The International Who’s Who of Business Lawyers
- International Franchise Association Distinguished Service Award
Community Involvement
- Saint Andrews Episcopal School, Parent Diversity Committee, 2006-2008
- Barker Foundation, Board of Trustees, 1999-2003
- American Adoption Agency, Board of Directors, 1996-1999