Concentration

Franchise and distribution law

Summary

Will K. Woods concentrates his practice primarily in franchise and distribution law. He counsels clients on structuring international and domestic franchise transactions, distribution of products and services and franchise registration and disclosure matters. Mr. Woods represents franchisors throughout their business life cycle: in the start-up stage; as middle-market franchisors; and as mature, global franchisors.

He represents many of the leading hotel, lodging and hospitality franchise companies and has vast experience in negotiating complex franchise transactions both in the U.S. and in many other countries around the world and in counseling clients across industries with respect to system restructuring and related relationship issues.

He frequently speaks and writes about franchising and is active in various trade and bar associations, including the International Franchise Association, the International Bar Association and the ABA Forum on Franchising.

In 2010 Mr. Woods was listed in Chambers USA as a leading franchise lawyer and was praised by clients as a "thorough, diligent and hardworking lawyer: someone who always tries to find a solution." He is included in An International Who's Who of Franchise Lawyers. In 2007 and in 2011, he was named a Rising Star by Super Lawyers magazine, and in 2009 he was recognized as a Legal Eagle and one of the top 101 franchise lawyers in the U.S. and Canada by Franchise Times. In 2011, he was named one of the Best Lawyers in Dallas by D Magazine.

Representative Engagements

• Represented global hotel company in the licensing and related aspects of the spin-off of its timeshare and residential businesses into a new publicly-traded company  
• Closed ultra-luxury hotel deal in London-represented global hotel company in the negotiation of affiliation and license agreements for ultra-luxury property in Knightsbridge
• Negotiation of condo hotel license agreement-represented large hotel company in negotiation of a license agreement and related documentation for a 3,000 room condominium hotel in Las Vegas
• International hotel company-handled all international franchise transactions in Europe, Middle East and Africa on an outsourced basis
• Large convenience store chain-re-structured form of franchise agreement and successfully negotiated new form of franchise agreement for 3,000+ franchisees through franchise advisory council
• Timeshare franchise-developed one of the first franchised timeshare concepts for large lodging company
• Purchase of sandwich chain-represented private equity company in connection with purchase of large QSR franchise company with restaurants in the U.S. and six other countries
• Car rental franchise company-represented large car rental company in pre-bankruptcy planning and post-bankruptcy franchise program re-structuring and related negotiations with franchisee body
• International expansion of hotel companies-handled international transactions for various hotel companies in international expansion efforts in 25+ different countries
• Hotel company re-licensing-represented one of the world's largest hotel companies in various portfolio re-licensing transactions
• Rollout of hotel franchise program-developed domestic hotel franchise program for large international hotel company
• Office products distributorship-converted office product company's distributor network to franchise model
• Tanning franchise purchase-represented tanning franchise company in connection with acquisition of another large Seattle-based tanning salon franchisor

Publications, Speeches and Presentations

Publications

• "State Taxation of Royalties on Out-of-State Franchisors Continues: KFC Corp v. Iowa Department of Revenue," The Franchise Lawyer, Spring 2011 
• "Commercial Agency Laws: A Potential Landmine for International Franchise Deals", International Franchising - Newsletter of the International Bar Association Legal Practice Division, Spring 2011.
• "U.S. Business Opportunity Laws and Their Effect on Franchisors", Franchise and Distribution, August 2009
• "Hot Topics in Franchising and Hospitality," Hospitality Law Conference, February 2009
• "Good News on State Taxation of Out-of-State Franchisors in New Mexico . . . Or Not," Franchise Law Journal, Winter 2007
• "State of the States: Highlights of Franchise Legislative Activity in 2001," The Franchise UPDATE Supplier and Resource Guide, May 2002
• "State of the States: Highlights of Franchise Legislative Activity in 2000," The Franchise UPDATE Supplier and Resource Guide, March 2001
• "Item 19 Earnings Claims: A Disclosure Most Franchisors Should Try to Make," Franchise Law Journal, Spring 2001
• "Highlights of Franchise Legislative Activity in 1999," Franchise UPDATE, February 1, 2000

Speeches and Presentations

• "Selecting the Appropriate Vehicle for International Expansion," International Franchise Association / International Bar Association Joint Meeting, May 2011, Washington, DC 
• "State Taxation of Franchisors," American Bar Association Forum on Franchising Annual Meeting, October 2010, San Diego, California
• Moderator, "Financing and Financial Issues in Franchising," International Franchise Association Legal Symposium, May 2010, Washington, D.C.
• "Advanced Disclosure Issues Under The Amended FTC Rule," American Bar Association Forum on Franchising Annual Meeting, October 2008, Austin
• Moderator, "Three-Level Franchise Systems – Master Franchise and Area Representative Structures – Do They Work for the Systems You Represent?," International Franchise Association Legal Symposium, May 2008, Washington, DC
• "Wealth Creation Through Franchising," The Marathon Club, February 21, 2008, Los Angeles
• "Franchising as an Expansion Strategy," IFA International Franchise Expo South, January 2008, Miami
• "The New FTC Rule," International Franchise Association Legal Roundtables, April 2007, Dallas, Texas and June 2007, Denver, Colorado
• "Fundamentals of Franchising," American Bar Association Forum on Franchising, March 2007, Dallas