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Carl E.  Zwisler

Principal - Washington, DC

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Telephone
202.295.2225
Fax
202.295.2275
E-mail
carl.zwisler@gpmlaw.com
Support Staff
Kimberly Bradshaw, 202.295.2262

Address
The Watergate - Suite 700
600 New Hampshire Ave, N.W.
Washington, DC 20037

Main: 202.295.2200
Fax: 202.295.2250

More information 
Maps & Directions

Zwisler, Carl

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

  • “Amended ICC Model International Franchise Contract is Problematic for Franchising,” Franchising World, August 2011
  • “Do-It-Yourself Franchise Documents: What You Don’t Know Can Hurt You,” coauthor, AllBusiness.com, July 2010
  • “The Proposed US Arbitration Fairness Act Would Abrogate UN Arbitration Treaty and Force US Franchisors to Enforce and Defend Claims Only in Foreign Courts,” International Franchising Newsletter, May 2010
  • “Selecting a Format for International Franchising,” chapter in International Franchising: A Practitioner’s Guide, Globe Law and Business, May 2010
  • “California and Montana Courts Invalidate Common Franchise Arbitration Provisions,” coauthor, The International Distribution Institute Project, May 17, 2010
  • “New Jersey Expands Coverage of Its Franchise Practices Act,” coauthor, The International Distribution Institute Project, April 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 the U.S.: Going with Master Franchisees,” Franchise Times, November 2008
  • “How U.S. Laws Regulate Franchising,” Institute for Certified Franchise Executives Study Guide, co-author, 2007
  • “How Franchisors Have Failed At International Franchising,” Franchise Update, 2007
  • “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
  • “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

  • “Beyond Single Unit Franchising: Expanding Franchise Systems Through Multiple Unit And Third Party Arrangements,” International Franchise Expo, January 2012, April 2011, January 2010; Franchise Expo South, January 2011, January 2009
  • “Exporting a Franchise to the United States: How to Deal with the Legal and Business Issues and Establish a Successful Franchise Program,” cospeaker, IFA’s Franchise Expo South, Miami Beach Convention Center, January 2012
  • “10 Commandments of Franchise Sales,” cospeaker, IFA’s Franchise Expo South, Miami Beach Convention Center, January 2012
  • “Expanding A Franchise Network Into The USA Legal And Business Issues,” IDI Conference, June 2011
  • “The ICC Model Franchise Contract,” IDI Conference, June 2011
  • “International Franchising Basics For U.S. Commercial Service Officers: Franchise Team Training,” Washington DC Conventional Center, March 2011
  • “International Strategies: Choosing the Right Approach,” 2011 IFA Convention, February 2011
  • “How Franchise Sales Laws Affect the Franchise Sales Process,” Washington, DC Economic Partnership Program—DoingBusiness2.0: Starting A Franchise, January 12, 2011
  • “Managing a Franchise Business and Strategic Growth Planning: Evaluating Expansion Alternatives,” Georgetown University Center for Continuing and Professional Education, March 18, 2011, October 5, 2010, March 19, 2010, May 1, 2009, November 7, 2007
  • “International Expansion Strategies—Choosing the Right Approach,” moderator, IFA'S 51st Annual Convention, Las Vegas, Nevada, February 14, 2011
  • “Master Franchising: Selecting, Negotiating And Operating A Master Franchise,” Symposium Chair and Moderator, International Franchise Expo, Washington, DC, 1992-2010
  • “What International Companies Need To Know About Franchise Law,” copresenter, HIPMI—Indonesian Young Entrepreneurs Association, International Franchise Association, Washington, DC, December 1, 2010
  • “Establishing an Effective 3-Party Franchise Program,” copresenter, Maryland State Bar Franchise Law Committee, November 18, 2010
  • “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, Department of Commerce, U.S. Services Exports Training, September 16-17, 2002
  • “Do Disclaimers In FDDs and Franchise Agreements Still Preclude Franchisee Fraud Claims?” copresenter, Maryland State Bar Association Franchise Committee, April 15, 2010
  • “Budgeting for Successful International Franchising,” International Franchise Expo, April 10, 2010, March 21, 2009
  • “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
  • “Establishing a Game Plan for Successful Unit Franchise Sales–The Key to Master Franchise Success,” moderator, International Franchise Expo, April 10, 2010, March 21, 2009
  • “Inside the Deal: Avoiding Critical Mistakes in Negotiating a Master Franchise,” moderator, International Franchise Expo, April 9, 2010, March 20, 2009
  • “The Basics of International Master Franchising,” copresenter, Department of Commerce Commercial Law Development Program, April 7, 2010, 48th Annual IFA Convention, February 10, 2008
  • “Budgeting and Planning for International Expansion,” moderator, 50th Annual IFA Convention, San Antonio, Texas, 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, Florida, January 15, 2010
  • “Exploring Master Franchising as an International Growth Strategy,” moderator, International Franchise Expo, March 22, 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, Florida, January 10, 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, Sao Paolo, Brazil, September 9, 2008
  • “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, London, England, October 4, 2007
  • “Franchising Legal Issues: Central America, Caribbean, and North America,” Access to Opportunity in Central America and the Caribbean International Investment Conference, San Salvador, El Salvador, May 15, 2007
  • “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), Mexico City, Mexico, February 12, 2006
  • “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, Kuala Lumpur, Malaysia, September 22, 2005
  • “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

Education

  • DePaul University College of Law, J.D., 1973
  • University of Notre Dame, A.B., 1970

Bar Admissions

  • District of Columbia

Professional Activities

  • International 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
  • “Leader in Their Field,” Chambers Global 2011 (one of only 17 franchise attorneys worldwide)
  • The International Who’s Who of Franchise 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