Sawan Patel

Practice Overview

Sawan Patel helps businesses grow by protecting their interests, promoting and selling their products and services, and franchising their brands. Clients appreciate his ability to provide responsive legal solutions that make practical business sense.  As a business and franchise lawyer, Sawan ensures that his clients are protected—from startup through all phases of their growth.

He advises clients on entity formation, contract review and drafting, commercial transactions, and purchases and sales of businesses. He works with businesses to promote and sell their products and services, including through contests and sweepstakes, product warranties, and other sale terms and conditions.

For businesses looking to grow and expand, Sawan provides legal advice on growth strategies such as distribution and sale arrangements and franchising. He counsels franchisors in structuring and ‎operating their franchise systems by advising start-up franchisors in creating franchise systems and preparing annual Franchise Disclosure Documents and registrations for established franchisors.  He also advises franchisors on franchisee relationship issues, including defaults and terminations and transfers.  Sawan’s clients range from startup franchisors to some of the fast growing brands in the nation, in a variety of industries including home improvement, health care, fitness, food service, and hospitality.

Sawan has been recognized for his franchise experience in working with franchisors, and he’s an active and contributing member of the American Bar Association’s Forum on Franchising and the International Franchise Association. Sawan has been recognized as a Rising Star® – Franchise by Super Lawyers magazine, a Legal Eagle by Franchise Times, and on the International Who’s Who of Franchise Lawyers list. Sawan is perennial speaker and writer for the ABA Forum on Franchising and the International Franchise Association, having authored several Franchise Law Journal articles and frequently speaking at annual conferences on a variety of franchising topics. He is also an Associate Editor for the ABA Forum on Franchising Franchise Law Journal and the Young Lawyers Division Liaison to the Governing Committee of the ABA Forum on Franchising.

Representative Experience

Franchise Law

• Structure new franchise systems - Represent a variety of clients in franchising their brands, including preparation of initial franchise disclosure documents.
• Annual renewals - Prepare and handle annual renewals and registrations for several franchise brands.
• Sales representation arrangements - Represented clients in sales representation arrangements under state commission dealership laws.
• Incentive programs - Prepare and draft franchisee incentive programs offering discounted royalties and other incentives in exchange for remodeling commitments or new store openings.
• Contests and sweepstakes - Structured contests and sweepstakes, drafted rules under state anti-gambling laws, and drafted gift card/certificate disclaimers under state and federal gift card laws for retailers and franchisors.
• Supply arrangements - Represented distributors in distributor and supply arrangements (both domestic and international).
• Market restructuring - Assisted a Canadian-based franchise company in restructuring its restaurants in several U.S. markets, resulting in the closing of multiple locations, and transfer of others to stronger operators. Drafted legal documents, but also compiled talking points for executives, that resulted in a complete restructure of multiple markets without any adversarial proceedings.
• Franchise due diligence for acquisition of hotel brand - Conducted franchise due diligence on behalf of an existing franchisor client for the $1.9 billion acquisition of a competitor’s franchise system with operations in 48 states and several foreign countries.
• Franchise due diligence for acquisition of fitness brand - Conducted franchise due diligence on behalf of an existing franchisor client for the acquisition of a boutique fitness concept with over 100 franchised locations.
• Sale to private equity company - Represented an international fitness franchisor in the sale of a significant minority ownership stake to a private equity firm, while maintaining majority control of management.

Corporate Law

• Entity formation - Represented entrepreneurs in entity formations, including LLCs and corporations.
• Corporate governance - Advised clients in corporate governance and compliance matters, including governing resolutions, restructurings, buy-sell agreements, and ownership transfers.
• Mergers and acquisitions - Counseled clients during asset purchases and sales and other mergers and acquisitions.
• Purchases and sales - Represented clients in purchases and sales of equipment and other property.
• Warranties and disclaimers - Developed product warranties and disclaimers, including under the Magnuson–Moss Warranty Act for manufacturers, distributors, and retailers.