Due Diligence in Franchise System Aquisitions Andrae J. Marrocco Partner 416-777-4046 CFA Franchise Law Day January 28,

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Presentation transcript:

Due Diligence in Franchise System Aquisitions Andrae J. Marrocco Partner CFA Franchise Law Day January 28, 2016 Edward (Ned) Levitt Partner

Due Diligence Goals of Due Diligence Due Diligence Strategy

Due Diligence in Franchise M & A 1.The Intangible Assets 2.Third Parties at the Table 3.Viability of the Franchise System 4.The Franchise Agreement and Other Contracts

The Intangible Assets Trademarks Proprietary Software Operations Manuals, Confidential Information, and Other Intellectual Property

Third Parties at the Table The Financial Health of the Franchisee Population “Taking the Temperature”

Viability of the Franchise System Compliance Sales Protocols The “Flip Rate” Senior Management

Franchise Agreement / Contracts The Franchise Agreement Different Versions Indemnification “Side Deals” Logistical Concerns Other Contract

Andrae J. Marrocco Partner Edward (Ned) Levitt Partner Thank You