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To Disclose or Not to Disclose?
Financial performance representations (“FPRs”), formerly referred to as “earnings claims,” have generated extensive discussion since franchise sales first became regulated in 1970. FPRs are, in plain English, projections of how a franchise might perform financially or historical financial performances. Most commentators on this subject note that such financial information is likely the first item a prospective franchisee will ask for in its discussions with a franchisor. However, federal and state government officials have steadfastly refused to make disclosure of this information mandatory. A franchisor has the right not to disclose any financial performance information in its negotiations with prospective franchisees. However, if a franchisor does elect to give this information to prospects, that information must be included in the franchise disclosure document (“FDD”) the franchisor is required to give to prospective franchisees, and cannot be false, misleading, or omit any information necessary to make it not misleading.
Around 1970, when franchise regulation was first developing in the United States, very few franchisors, perhaps only 10% to 20%, made any financial performance representations to their prospects. They declined to do so for various reasons: the rules were very strict as to what could be disclosed; franchisors did not always have access to the data necessary to create an FPR; franchisors feared suits from prospective franchisees; and, in some franchise systems, the FPR would not have shown prospects a hopeful picture. The rules governing FPRs have been simplified over the years, but, still, only around 40% of franchisors elect to create FPRs.
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.
Beach Boys Songs Written Decades Ago Triggered Current Quarrel With Lawyers
There's current litigation in the ongoing Beach Boys litigation saga. A lawsuit filed in 2019 against Nevada residents Mike Love and his wife Jacquelyne in the U.S. District Court for the District of Nevada that alleges inaccurate payment by the Loves under the retainer agreement and seeks $84.5 million in damages.
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.
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.
Transfer Tax Implications on Real Property Leases
The real property transfer tax does not apply to all leases, and understanding the tax rules of the applicable jurisdiction can allow parties to plan ahead to avoid unnecessary tax liability.