• Franchise Formations - Litigation

• Franchising Consultants

The attorneys with Michael T. Chulak & Associates can provide you with the legal services needed to franchise your business for a fixed legal fee. Payment plans are available and we may accept all or a part of your fee based upon barter. Call us to discuss your plans to develop a franchised business. Initial consultations are free.

If you are considering the purchase of a franchise, we will review and prepare an opinion letter addressing the most legally significant provisions of the Franchise Disclosure Document (FDD) / Uniform Franchise Offering Circular (UFOC) and proposed Franchise Agreement for $950.00. Our intent is to enable you to make an informed decision before investing thousands of dollars, thousands of hours of your irreplaceable time, and sign a contract that may bind you for years. We believe in the concept of franchising but want you to avoid making a mistake. How can we provide this valuable service for $950.00? It's our way of introducing our firm so you will call on us for future legal services.

Franchise Facts

In the United States:

•	An average of 300 franchises are acquired every week.
•	One out of every 12 businesses is a franchised business.
•	Franchised businesses generate nearly 50% of all retail sales.
•	Franchised businesses employ over 14% of the private sector work force.
•	There are more than 1,500 different franchises available.

Franchise Classifications or Levels

Single-unit Franchise is where the franchisor grants the franchise the right to operate only one franchise unit. The right may or may not be an exclusive right within a defined area.

Multi-unit Franchise is where the franchisor grants the franchisee an exclusive right to operate multiple franchises within a defined radius of a fixed location or within defined zip codes.

Area Development Franchise is generally where the franchisor grants the franchisee a right to open a defined number of franchises within a defined area and where the franchisor has an obligation to open these franchise units based upon an agreed to schedule. With an Area Development Franchise, the franchisee will be given an exclusive area.

Master Franchise or Regional Developer is where the franchisor grants the franchisee an area that is larger than that of an Area Developer.

The Master Franchisee, in addition to opening franchises at a reduced franchise fee and royalty, can also sell single unit franchises, multi-unit franchises and area development franchises and earn a return on the sale of each. The Master Franchise usually receives a percentage of the royalty and franchise fees paid by each franchisee. There may be additional income available from distribution of products through the franchisees in the area. The Master Franchisee will usually open and operate at least one unit (a pilot location), for income and use as a training center. Master franchises are not common; most franchisors do not offer them. The income available from a master franchise can be highly lucrative.

If you have the knowledge, experience and burning desire to start a franchise business (as a franchisor), but lack the capital, we may be able to help. We currently have investment capital available to assist in forming the following types of franchises:

You must have a proven history of business and / or employment success and be willing to work long hours to create a successful franchise business. If you are the person we have described, please call us today.

The law firm of Michael T. Chulak & Associates can assist your franchised or non-franchised company successfully complete a merger or acquisition anywhere in Southern California. This may include assisting you in finding the right business to acquire, a suitable merger partner, raising equity and/or debt financing, and providing necessary legal services.

While the terms merger and acquisition are often used synonymously, the terms are not the same.

A merger takes place when two firms agree to combine into a single new company rather than remain separately owned and operated. When an acquisition takes place, one company remains in business while the other ceases to operate as a separate, business. While an acquisition, technically and legally results in the dissolution of the acquired firm, it is common for the management and employees of the acquired firm to become an important part of the firm that made the acquisition.

Mergers and acquisitions take place only when both parties believe the value of the combined firms will be worth more than the sum of the two firms operating separately. If value is created as a result of a merger or acquisition, the owners of both firms can profit by the transaction.

Some of the reasons cited for mergers and acquisitions include:

According to the Small Business Administration (SBA), small businesses in the United States:

•	Represent 99.7% of all employer firms,
•	Employ more than 50% of all private sector employees,
•	Pay 44% of total U.S. private payroll dollars, and
•	Have created 64% of all new jobs over the last 15 years.
•	Our laws are getting more complex than ever before.
•	60.9% of businesses have fewer than 5 employees.
•	78.6% of businesses have fewer than 10 employees.
•	89.3% of businesses have fewer than 20 employees.
•	98.2% of businesses have fewer than 100 employees.
•	68% of small businesses are taxed as individuals because they are unincorporated.

Selecting Corporate Directors

How to Attract Valuable Corporate Board Members

Why corporate directors can be valuable.

Corporate directors may have the ability to:

Why would a person serve as a corporate director?

What type of person makes a valuable corporate director?

What do corporate directors want?

Outside or Independent Directors

Outside directors or independent directors are directors of a corporation who do not have a direct or indirect material or pecuniary relationship with the firm (or anyone closely related to the firm), other than receiving a fee for serving as a director. Outside or independent directors can not be shareholders, employees, or officers of the company or any of its subsidiaries. The New York Stock Exchange and Nasdaq Exchange require that a majority of directors be independent. Non-listed corporations are not required to follow this rule, but it is generally prudent to do so.

Non-executive directors are often referred to as outside directors but there is a difference. While non-executive directors are not part of the management team, they may be shareholders of the corporation which has the effect of making them less than fully independent.

Having outside directors tends to increase the confidence of shareholders and lenders and often results in higher stock values.

If your corporation or non-profit corporation is in need of recruiting a qualified outside director or non-executive director, we may be able to assist you.

Corporate General Counsel Services

Inhouse General Counsel           •          Outside General Counsel

The General Counsel of a corporation or other legal entity is the chief attorney for the firm. The General Counsel may be a full time inhouse officer of the firm, or may be a part-time outside attorney who provides general counsel services including the following:

Our business-corporate attorneys are available to provide part-time outside general counsel services for small and medium sized corporations and other business entities.

Business Startup Checklist

Following is a business startup checklist to assist in developing a new business. Not all items listed apply to every business. There may be items you will want to consider that are not listed.

Franchisees can obtain substantial economic benefits from participating in a Franchisee Association consisting of independent franchisee companies. If you are a franchisee and you do not have a Franchisee Association, call us so we can assist you in organizing one. Initial consultations are offered at no cost. The California Franchise Investment Law expressly provides that franchisees have the right to join a trade association directly, indirectly, through an officer, agent, or employee.

The International Franchise Association or IFA is the largest franchise association in existence with a membership exceeding 1,300 franchise systems and 10,000 franchisees. We support the IFA's Mission Statement and Code of Ethics, and encourage you to visit their website.  See History of Franchising.

The National Federation of Independent Business (NFIB), established in 1943, is a non-profit lobbying organization that concentrates its focus on the impact of state and federal legislation on businesses. The NFIB is a strong supporter of the free market system and has a political action committee called Save America's Free Enterprise Trust. The NFIB has offices in Washington D.C. And all fifty state capitals. The organization is headquartered in Nashville, Tennessee and has a membership exceeding 350,000. Their website is: NFIB.com. We are supporters of the NFIB and encourage your support.

In connection with our extensive litigation practice, Michael T. Chulak & Associates regularly utilizes the services of expert witnesses and consultants. If you believe you have the knowledge, experience and overall ability to provide these services, we invite you to complete an application and return it with your current resume. Upon receipt, we will enter the information into our database for use by our litigation attorneys and support staff. Please view our websites to become familiar with our areas of practice.

If you searched for any of the following terms, you have found the right website: