Franchising and Network Development

Transcription

1 Franchising and Network Development 1

2 OUR FRANCHISING AND NETWORK DEVELOPMENT CAPABILITIES Helping you to franchise your business Deciding the best approach to grow your business requires consideration of many models. Franchising is one model for achieving growth quickly. Franchisees provide the capital for the growth and, as a result of having skin in the game, they are motivated to extract maximum performance. Mills Oakley has assisted many businesses commence their franchising strategies. I can recommend Mills Oakley to any franchisor as I have found from my experience that Mills Oakley offers a unique commercial and value based approach to advising prospective and current franchisors. Michael Sherlock, ex CEO Brumby s Bakery Growing and maintaining your network We also understand what is required to maintain and grow a franchise network. We have assisted many businesses to rewrite their franchise agreements to better suit their growing networks. We also assist with managing franchise agreement sign up and renewal processes, franchising code compliance, assist with ongoing premises leasing documentation and strategies, third line forcing notifications and supply agreement advice. Buying or selling a business We can assist with the purchase or sale of a franchise network. We conduct due diligence, assist with terms sheets and drafting and negotiating sale documents. Consolidation in the franchise industry and the move towards multi-brand strategy has made acquisitions common place. Our recent transactions including the acquisition of the 130 store Price Attack network from a listed company, acting for the management team in the sale of Brumby s, the acquisition of Nutshack and the sale of Jones the Grocer. Commercial Disputes & Insolvency Mills Oakley has a very strong commercial dispute resolution team with 8 Partners having a significant depth of experience and expertise across the eastern seaboard in a broad range of commercial disputes, including in the franchise sector. Those disputes invariably involve contract, property, securities, corporate, intellectual property, regulatory compliance (including with respect to competition law), or insolvency issues. The dispute resolution team is well regarded for its knowledge of the industry and technical expertise, and assists both franchisors and franchisees, as well as other stakeholders in the franchising industry in strategising about outcomes, and managing the complexity, emotion and hardship of disputes, and where it arises, litigation. The team proactively encourages and assist clients to resolve their disputes in a timely and cost effective manner, either by direct negotiation or, if that fails, through other forms of ADR, such as mediation, either under the Code or generally. It has an excellent record in that regard. 2

3 The level of professionalism and sense of urgency throughout the project was truly outstanding. It was a great relief for myself and the directors to have you in our corner supporting the process. Daniel Elsing, CFO, Jetts Retail Leasing Mills Oakley encompasses a strong, skilled and experienced leasing team that specialises in retail and commercial leasing. The team are experienced in acting for a number of national and overseas franchisors, franchisees and master franchisees with a particular emphasis on retail franchising and leasing, having acted for a number of major retail tenant chains. Our property team at Mills Oakley has extensive understanding of the unique relationship that exists between landlords, tenants, franchisors and franchisees. The team have experience in acting for both institutional landlords and national tenants in complex leasing and property transactions. The team also possesses an in depth knowledge of the Retail Leases Legislation and Property Legislation in all Australian States and Territories in relation to retail leases. We can assist you with expert legal advice regarding your leases and your franchisee occupancy agreements to ensure both sets of documents meet your long term objectives. Employment Law and OH&S Franchising as a sector provides employment for enormous numbers of people, both within the Franchisor s business and those of its franchises. This in turn can create its own unique opportunities and challenges as the franchisor business seeks to build a successful brand through its direct workforce, whilst also helping to guide their franchisees to adopt employment systems and practices that will continue to protect the brand. At Mills Oakley we understand that at times there can be a tension between the interests of the franchisor and its franchisees and we specialise in assisting franchise businesses in building strong and cohesive brands through its people. We advise in respect of enterprise agreement bargaining and strategies and accompanying advice with regard to modern award coverage and interpretation, employment contracts, restructuring and redundancies, transfer of employment, employment disputes (including unfair dismissal, adverse action claims and executive terminations), managing long-term employee illness, employment and OH&S policies and day-to-day HR advice. 3

4 International Expansion Expanding internationally is an exciting time for most businesses. International expansion can occur in a franchising context through master franchise arrangements, joint ventures or direct entry. Mills Oakley has many clients who have international networks including Carl s Jr, Boost Juice, Europcar, Kenworth, Jetts, Tea Too (T2), Sky Zone, Hobbytown USA and Mr. Sandless. Our advice includes structuring advice, international master agreements and introductions to our global franchising contacts.. Intellectual Property Brand development and management is key for all franchisors. Mills Oakley advises clients on a vast array of issues concerning the identification, protection, defence and commercialisation of intellectual property. This includes advice on branding strategies, both locally and internationally, to more specialist tasks such as the drafting of patent specifications by our patents and trade marks attorneys. We also advise on marketing and branding activities to ensure compliance with competition and consumer laws. We provide structuring advice for IP protection and we can assist with the development of the necessary licenses to operate a domestic and international franchise network. Having franchises in 8 countries now, we have the unique position to be able to judge international attorneys on the quality of their work. Hands down on the of the best attorneys we have is Warren Scott of Mills Oakley If you are looking to expand to Australia, we highly recommend Mr. Scott. Daniel D. Praz, CEO, Mr. Sandless 4

5 OUR EXPERIENCE AND EXPERTISE Corporate Advisory Services We have an experienced team of experts that specialise in providing commercially focused results in a range of corporate advisory services. In choosing Mills Oakley, you will receive tailored advice delivered efficiently to meet your business objectives. We offer a range of corporate advisory services in a variety of industries including financial services, private equity, retail and distribution, franchising, aged care and retirement villages, energy and resources, hospitality and gaming and manufacturing. Mills Oakley Lawyers offers the following services, including: Mergers and Acquisitions Capital Markets Financial Services Corporate Governance Aged Care and Retirement Villages Our clients include major publicly listed companies, private equity firms, small to medium enterprises and high net wealth individuals. Our team, which has grown significantly in the past few years, provides full service legal advice in the following areas: Franchising Mergers and Acquisitions Takeovers Capital Raisings (including IPOs, rights issues, convertible notes and underwritings) Managed Investment Schemes Joint Ventures Shareholder Agreements General Commercial Agreements Licensing Arrangements Corporate Governance 5

6 MILLS OAKLEY AT A GLANCE Services and reach Mission Technical excellence and a stable team Client base Superior service standards Recent awards A full-service premium mid-tier commercial law firm with a national client base, over 100 partners and more than 700 staff. Servicing clients in all capital cities and a number of regional centres. To deliver our clients top-tier quality legal advice at mid-tier pricing. We deliver on this mission by offering a superior service experience and operating an efficient business model that enables us to contain costs for clients, without compromising quality. A large number of our partners and legal staff were trained in top-tier firms, both domestically and internationally. Low turnover rates by sector standards ensure consistency of service delivery for clients. We act for a wide range of corporate, private, government and not-for-profit clients. Our client base includes some of Australia s leading franchises such as, Pressed Juices, Grill d, Metcash, Kikki. K, Coles and many others. We operate a sophisticated client service and feedback program for all partners and staff called Service 360, which is designed to deliver a systematic and seamless service experience for clients. Feedback surveys have found clients value Mills Oakley s technical skills, strategic and outcomes-based focus to support clients business objectives, accessible culture and competitive pricing Law Firm of the Year Australasian Law Awards 2016 Australia s fastest growing law firm Australasian Lawyer, The Australian Partnership Survey, Australian Financial Review / IBISWorld Top 500 Private Companies Survey 2016 and Top 25 Attraction Firm (Employer of Choice) Lawyers Weekly Top 25 Attraction Firms Survey 2016 Ranked in Australia s Top 30 fastest growing private businesses Australian Financial Review / IBISWorld Top 500 Private Companies Survey 2015 & 2014 Australia s fastest growing law firm The Australian Financial Review Partnership Survey 2014 Australia s fastest growing law firm Australasian Lawyer Fast Firms Survey 6

7 FRANCHISING CAPABILITIES SNAPSHOT Strategic advice to build a network Drafting franchise agreements Retail leasing Dispute resolution Acquisition or sale of networks Litigation & Insolvency International master franchise agreements Supply chain advice Competition law advice & training Franchisee premises occupancy agreements Brand management including Intellectual Property & Technology Area Development Agreements Capital raising & private equity Structuring advice & Taxation Law Roll out and system maintenance advice Workplace Relations, Employment & Safety WHY US Dynamic. Energetic. Excellent. By leveraging the top tier experience of the vast number of our partners and staff, we deliver our clients top-tier quality legal advice at a cost effective mid-tier price. Our value proposition We are committed to delivering exceptional value and service to our clients. Mills Oakley is able to offer a number of key benefits that constitute our value proposition including: Practical and commercial approach; Cost and value effectiveness; Sensible approach to matter staffing; Clarity and certainty; Quality client service; Highly experienced personnel; Transparency of service delivery and costing; State of the art processes and systems; Unique understanding and perspective of the demands on in house counsel; and Dedicated Client Relationship Partner. 7

8 KEY CONTACTS Warren Scott Partner T: F: M: E: wscott@millsoakley.com.au Warren is the head of Mills Oakley s national franchising team and is a partner in our corporate advisory practice. Warren is recognised in Best Lawyers as a leading franchising lawyer. He has experience in establishing and maintaining franchise networks in Australia and abroad using international master franchising. Warren has provided strategic advice and drafted the franchise agreements for many major networks including: Europcar, Australia Post, Jetts, Priceline Pharmacy, Price Attack, House, Sushi Train and many more. Key areas of Warren s legal expertise include Competition and Consumer law, Contract law, International Contract law and the Corporations Act. Warren s Masters of Commercial Law at Melbourne University together with working for some of Australia s leading organisations has facilitated the development of specialised legal knowledge in the areas of competition law, international trade and mergers and acquisitions. Warren has been selected by his peers to be included in the 2017 Australian Financial Review s Best Lawyers in Australia list for Franchise Law and has appeared on this list since Warren has also been listed in Who s Who Legal John Turnbull Partner T: F: M: E: jturnbull@millsoakley.com.au John Turnbull is a partner in our Melbourne office with over 30 years experience working in the areas of Property and Commercial Law. John is an Accredited Specialist in both Property Law and Business Law; a dual accreditation only achieved by a handful of lawyers in the state. John s clientele ranges from medium enterprises to small public companies, high net wealth individuals and families, and businesses across various industry sectors, with a particular emphasis and specialisation surrounding the real estate sector and buying and selling businesses including preparing businesses for sale. Throughout his career John has made it a point to support businesses and foster strong relations in the Asia Pacific. John was formerly a Director of Family Businesses and Business Incubators in the Monash Region. 8

9 Stephen Dickens Partner T: F: M: E: sdickens@millsoakley.com.au Stephen heads up the firm s Commercial Disputes & Insolvency practice in Brisbane. He has over 22 years experience as a commercial litigation specialist, and in 2006 was accredited by the Queensland Law Society as a Commercial Litigation specialist. He is a strong advocate of ADR, especially mediation, and has conducted civil cases at all court levels in Queensland, and in various courts in other States, as well as in London, UK, where he worked for 2 years. His experience includes acting in wide array of franchise disputes, for both franchisors and franchisees, touching on contract, property, corporations law, securities, intellectual property, insolvency, debt recovery, and competition law issues. He has acted for both franchisors and franchisees in a wide range of disputes. Some of his franchisor clients have included The Coffee Club, Eagle Boys Pizza, Night Owl, Price Attack, and Metro Tiles. Stuart Gibson Partner T: F: M: E: sgibson@millsoakley.com.au Stuart is a partner in the corporate advisory team of our Melbourne office. Stuart s practice is largely in the fields of Corporate and Commercial Law, Intellectual Property Law (non-contentious and contentious), Media and Entertainment Law (including Defamation Law) and Sports Law. He also undertakes front-end transactional Media and Entertainment work including Mergers and Acquisitions. Stuart has experience with both corporate and private clients across a range of industries. Over his career, Stuart has also represented many well-known brands, both domestically and internationally, in Registration, Opposition and Litigation proceedings. He also manages trademark portfolios for larger clients who seek international monopoly rights. 9

10 Lisa Anaf Partner T: F: M: E: lanaf@millsoakley.com.au Lisa is a partner in the Melbourne Workplace Relations, Employment & Safety team. Lisa is widely acknowledged in the industry as an expert in enterprise agreement bargaining and award interpretation and has a special interest in working with national and international wholly-owned company and franchise networks and consumer brand clients. Over the last 13 years, Lisa has been advising franchising clients on strategies associated with enterprise agreements based on systems developed by her, and she has never had an agreement finally rejected by the Fair Work Commission (and its predecessors). Clients that Lisa has acted for span a variety of industries and sectors including - retail, fast food, hospitality, liquor, health and beauty, transport and warehouse and manufacturing. As a former associate to a senior presidential member of the Fair Work Commission, Lisa has practiced exclusively in the employment and industrial relations space. Her experience across the full range of employment law matters including advice on restructuring and redundancies, day-to-day HR advice, unfair dismissal and general protections claims, employment contracts, assistance with due diligence matters, industrial action defence and strategy, as well as equal opportunity law, workers compensation related advice, and occupational health and safety. Jacqui Murphy Senior Associate T: F: E: jmurphy@millsoakley.com.au Jacqui is an associate in the national franchising and corporate advisory team. Jacqui s work in franchising matters involves commercial and strategic advice for both national and international systems, preparing documentation, advising on corporate structures and roll out of systems, intellectual property advice as well as advising on Australian competition and consumer law issues. With her comprehensive corporate and commercial law background, Jacqui has advised franchise clients across a range of industries including manufacturing, food & beverage, retail, professional services, fitness, and health. 10

11 Diana Diaz Senior Associate T: F: E: ddiaz@millsoakley.com.au Diana Diaz is a senior associate in the Melbourne Workplace Relations, Employment & Safety team. Diana works closely with Lisa Anaf in advising franchise network clients on a wide range of matters, including enterprise agreement bargaining and award advice, hiring and firing, transfer of employment, restructuring and remuneration and benefits. She is also highly valued for her ability to complete complex wage rate analyses to ensure franchise businesses are paying the most competitive rates based on their roster patterns. Diana has experience in the full range of employment and industrial relations space, regularly advising her clients on hiring and firing, restructuring, business protection and employment disputes such as unfair dismissal, adverse action claims and executive terminations. She also regularly advises on the employment aspects of mergers and acquisitions including undertaking due diligence audits, the employment aspects of sale and purchase agreements, and transfer of employment documentation. Having completed a secondment to the HR team of one of her clients, Diana is aware of the practical needs of businesses and HR professionals. Cassandra Taylor Lawyer T: E: crtaylor@millsoakley.com.au Cassandra is a lawyer in the national franchising and corporate advisory team. Cassandra has worked on a range of corporate and commercial matters including providing legal and strategic advice to both franchising networks and prospective franchisees, preparing commercial documentation and agreements and sale and acquisition of business, assets and shares. Cassandra regularly works with franchising clients across a range of industries including hospitality, fast food, fitness and professional services. 11

12 Corporate Warren Scott, Partner Melbourne T: E: wscott@millsoakley.com.au M: Private Advisory John Turnbull, Partner Melbourne T: E: jturnbull@millsoakley.com.au M: Litigation Stephen Dickens, Partner T: Brisbane E: sdickens@millsoakley.com.au M: Employment Lisa Anaf, Partner Melbourne T: E: lanaf@millsoakley.com.au M: