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Master Franchisee Buyouts Become More Popular Internationally
Franchise attorneys are quite familiar with management buyouts ('MBOs') and have perhaps assisted or consulted in such transactions. Now comes along a new phenomenon in international franchising: master franchisee buyouts ('MFBOs'). An introduction to MFBOs follows, using examples of two recent transactions.
In May 2007, the owners of the Master Franchise for ChipsAway in the United Kingdom, ChipsAway International Limited ('ChipsAway UK'), signed a deal with its U.S. franchisor, ChipsAway, Inc., under which ChipsAway UK bought the global intellectual property rights ('IPRs') from ChipsAway, Inc., including the ChipsAway trademarks and the 'secret formula' for its paint and lacquer products which make the ChipsAway repair system unique. ChipsAway, Inc. retained the IPRs for use in North America only. ChipsAway UK can therefore now exploit the entire global market, excluding only North America. This deal not only substantially increases the value of the UK business, but it also provides more stability for the UK franchisees and boosts the value of all their businesses, while relieving the U.S.-based franchisor of the unwanted burden of running an international franchise network.
Deals such as ChipsAway are becoming more common. Last year, Field Fisher Waterhouse acted in a similar deal for another UK master franchisee, MRI Worldwide Network Ltd., in its buyout of the global business of franchisor MRI Worldwide Inc. Under that deal, the parties split the global ownership of the MRI IPRs into U.S. and rest-of-the-globe companies.
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.
Removing Restrictive Covenants In New York
In Rockwell v. Despart, the New York Supreme Court, Third Department, recently revisited a recurring question: When may a landowner seek judicial removal of a covenant restricting use of her land?