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Parent Disclosure Under the Amended FTC Rule: The Parent Exposed
In the October/November 2004 Special Issue of FBLA, we speculated that if there was one group that may be unhappy about the Federal Trade Commission ('FTC') Staff Report's proposed revisions to the FTC Franchise Rule, it had to be the parents of franchisors (or maybe franchisors who have parents). Now that the FTC has released the final amended FTC Franchise Rule, we know that a parent's disclosure burden will be increased. One provision may have a profound effect on how certain franchise companies do business. Because there are some ambiguities in what is being required, it may be prudent for the FTC to clarify its intention in the Guidelines it plans to issue.
While the existing FTC Franchise Rule currently requires disclosure of certain information about a parent, most franchisors currently comply with the UFOC Guidelines, which do not directly reference the parent (although the Item 21 Instructions say that a company owning 80% or more of a franchisor may be required to include its financial statements). The final amended FTC Franchise Rule directly addresses parent disclosure and adds this definition: 'Parent means an entity that controls another entity directly, or indirectly through one
or more subsidiaries.' 16 C.F.R. '436.1(m). The focus is on control, not ownership. Final Rule, p. 53 (the reference is to the Final Rule document released by the FTC on Jan. 23, 2007).
A franchisor now will have parent disclosure obligations in Items 1, 3, 4, and 21. While some of these new disclosure obligations relating to the parent could be burdensome for some franchisors, particularly with respect to litigation disclosure, the biggest concern is with the provisions in Item 21 because they could affect how some franchisors are structured.
Major Differences In UK, U.S. Copyright Laws
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
The Article 8 Opt In
The Article 8 opt-in election adds an additional layer of complexity to the already labyrinthine rules governing perfection of security interests under the UCC. A lender that is unaware of the nuances created by the opt in (may find its security interest vulnerable to being primed by another party that has taken steps to perfect in a superior manner under the circumstances.
Strategy vs. Tactics: Two Sides of a Difficult Coin
With each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.
Legal Possession: What Does It Mean?
Possession of real property is a matter of physical fact. Having the right or legal entitlement to possession is not "possession," possession is "the fact of having or holding property in one's power." That power means having physical dominion and control over the property.
The Anti-Assignment Override Provisions
UCC Sections 9406(d) and 9408(a) are one of the most powerful, yet least understood, sections of the Uniform Commercial Code. On their face, they appear to override anti-assignment provisions in agreements that would limit the grant of a security interest. But do these sections really work?