Mark Kirsch

Career

I see franchise law as more than simply offering legal solutions—it’s about delivering practical business and legal guidance designed to advance a client’s business objectives. I want to ensure that every client receives the personal care, responsiveness and attention to detail that I would want. My role is to support people, organizations and businesses as they face challenges, navigate complex regulations and succeed in an ever-evolving environment. Knowing that my efforts can contribute to a company’s growth and, in turn, positively impact individuals, communities and the broader economy is incredibly fulfilling. One client said, “I have worked with multiple outside counsel, and what the best outside counsel does is meet us where we are. Mark does that.”

As a domestic and international franchising and distribution attorney, Mark Kirsch counsels franchisors on business and regulatory matters. He assists clients with sales, international expansion, franchise M&A transactions, regulatory compliance and structuring business arrangements to avoid being classified as an “accidental franchise.”

A significant portion of Mark’s practice includes serving as special franchise counsel in franchise M&A transactions, involving both franchise system transactions and the sale of large multi-unit franchise portfolios. Mark’s role, in which he has received numerous compliments for his practical and commercial approach to the deals, includes:

Strategic guidance on structuring franchise M&A transactions

Franchise due diligence

Purchase Agreement franchise-specific issues and drafting

Addressing critical issues with management, lenders and rep & warranty insurers

Providing pre- and post-closing franchise compliance advice and transaction regulatory work

Leading teams of franchise lawyers to efficiently attack and address the multifaceted issues that arise in franchise M&A deals

Mark takes a holistic approach to collaborating with a diverse range of clients, from start-ups and emerging franchisors to large national and multinational companies across various industries.

He serves clients in the following industries:

Automotive aftermarket services

Business services

Education

Fitness and health care

Home services

Hospitality

Manufacturing and distribution

Real estate

Restaurant, food and beverage

Technology and telecommunications

Wholesale and retail

When franchisors work with Mark, they gain benefits that contribute to the success and legal compliance of their business, including:

Corporate and commercial counsel

Dispute resolution

Franchise agreement drafting and review

Franchise Disclosure Document (FDD) compliance

Growth, expansion and exit strategy, including business development

Licensing

Protection of intellectual property assets, including trade secrets and trademarks

Regulatory compliance

Risk mitigation

Mark’s nearly 40 years of experience includes developing franchise and distribution systems, drafting and negotiating franchise and asset purchase agreements, and ensuring compliance with state and federal regulations.

Actively engaged in the franchise sector, Mark has been instrumental in designing and delivering Lathrop GPM’s Increasing Diversity in Franchising program. He previously served as chair of the International Franchise Association’s (IFA) Supplier Forum and as a member of its Board of Directors. He also is a guest lecturer in franchise classes for undergraduate and MBA students.

Practice Areas

Franchise & Distribution

Mergers & Acquisitions

Distribution

Franchise Litigation & Dispute Resolution

Franchise M&A

Franchise Registration & Compliance

Multi-Unit Franchising

Start-Up Systems

International Development

Emerging & Mature Systems

Experience

Handled scores of private equity-backed M&A deals related to franchise systems and large multi-unit franchise portfolios.

Served as franchise counsel to a sports league, providing guidance on state and federal franchise matters and advising on contractual arrangements related to the league, teams and players to ensure compliance with the franchise laws and avoid classification as a "franchise."

Represented a major manufacturer of mechanical hand tools for over three decades and through four CEOs, beginning when they first explored a franchise distribution model. Our collaboration has involved drafting franchise disclosure documents (FDD) and agreements, ensuring regulatory compliance and providing counsel on franchising, finance and distributor relations.

Represented a leading home care brand for elder care since 2005, helping to create their first franchise agreement and disclosure document. Nearly 20 years and four financial sponsors later, I continued as their outside franchise counsel and recently guided their merger and acquisition transaction with the current private equity investor. This involved addressing complex franchise sales issues and post-closing amendments, allowing the company to maintain a robust franchise development pipeline throughout the process.

One of the top franchise brands in their industry segment approached us for help with several state investigations, and we achieved favorable results in each case. We are now the company’s sole franchise counsel, overseeing franchise disclosure documents (FDD), compliance and agreements for three brands, managing litigation nationwide, supporting international expansion in over a dozen countries and advising on various franchise-related issues.

Acted as special franchise counsel for a client in an acquisition involving a chain of over 700 restaurants. Responsibilities included due diligence, revising the equity purchase agreement, addressing issues uncovered during diligence, advising on franchise sales during the transaction, representing the company in matters with lenders and warranty insurers, and guiding post-closing franchise disclosure and sales.

Advised an Atlanta-based investment firm regarding investment opportunities for their portfolio companies.