Core Practice

Our Franchise and Distribution attorneys are experienced and internationally recognized authorities in Franchise and Distribution law.  They are perceived by many as some of the best and most influential franchise lawyers in the world.  They are authors of countless books and articles, and are respected sources of expertise for numerous publications and editorial boards.  With the support of Haynes and Boone's full-service, client-oriented team capabilities, our Franchise and Distribution attorneys can help clients address the wide range of domestic and international issues that affect their businesses in order to construct meaningful and cost-effective solutions.  We have the specialized knowledge to assist companies to decide whether and how to establish new franchise, licensing and distribution programs, both domestically and internationally.  We represent companies of all sizes and in diverse industries, from retail to hospitality to manufacturing.  Our Franchise and Distribution Practice Group works alongside our Corporate/Securities, Mergers & Acquisitions, Intellectual Property, Venture Capital, Finance, Tax and Business Litigation Practice Groups, providing the necessary assistance when business issues or problems arise.

Areas of Special Franchise Practice Emphasis

• Dispute Resolution: Traditional and Alternative
• Due Diligence in Acquisitions of Franchise Companies
• Encroachment
• Earnings Claims
• Franchisee Associations and Advisory Councils
• International Development
• Impact of E-Commerce and Technology on Franchise Relationships
• Master Franchising
• Purchasing Cooperatives

Haynes and Boone is one of the largest and fastest-growing law firms in the U.S. Our firm believes that the world of business belongs to companies keen to compete, quick to adapt, eager to listen and learn and resolved to continually challenge themselves. We measure ourselves by the same standards. Our teamwork culture, our willingness to change quickly to meet the demands of the marketplace and our drive to be the best have been the key factors behind our success. We have grown from a handful of lawyers in 1970 to more than 450 lawyers today, have added more than 35 practice specialties, have expanded to nine offices and have become a national leader in the use of technology to deliver legal services.

Practice Group Attorneys

Joyce G. Mazero is a Partner and Practice Group Leader for Haynes & Boone’s Franchise and Distribution Group and Restaurant and Foodservice Industries Practice Group. Currently, Ms. Mazero is a member of the ABA Forum on Franchising: Plenary Speaker, 2002 Annual Forum; Governing Committee 1987-1993; Co-Editor, Monograph on Earnings Claims, pending 2006 and Co-Author, Monograph on International Franchising, 2001; Womens Franchise & Distribution Forum: Chair, 2003 – present; Womens Foodservice Forum: Board member, 2005 - present and Chair, Executive Development Committee, 2005 - present; The International Franchise Association: Member, Board of Directors, (1994-1995) and member of Advisory Council of the IFA Council of Franchise Suppliers (Past-Chair 1996-present); IFA Legal Symposium Plenary Speaker 2005; and member, and Womens’ Franchise Committees (coordinator of the 2000-2003 Annual Leadership Conference). She is also on the Board of Directors of Promise House (2000-present) and Chair of Board Development Committee, served as Editorial Advisor, Franchising for Dummies (2001) and currently serves as Managing Editor of “Franchising - The World View” for Franchise UPDATE magazine. She was recognized as a Texas Superlawyer for 2003 - 2005, one of the Top 50 Female Super Lawyers by Texas Monthly for 2003, one of the best lawyers in Dallas by D Magazine for 2001 - 2005 and listed as one of the top 100 franchise lawyers by Franchise Times in 2004 and 2005. She is the 2006 recipient of the IFA Bonny LeVine Award for leadership in franchising and was the recipient of the International Franchise Association WFC Crystal Compass in 2003. She continues to be listed in An International Who’s Who of Franchise Lawyers, published by Law Business Research and The Best Lawyers in America (Woodward/White, Inc.). She has a rating of “av” (highest ratings in professional competence and ethical integrity) by Martindale-Hubbell Law Directory.

Deborah S. Coldwell, Partner in the Business Litigation Practice Group, is a trial lawyer whose practice focuses on franchise and distribution disputes. She has successfully represented clients at trial in cases involving trademark infringement, breach of fiduciary duty, fraud and breach of contract. She has negotiated successful outcomes for clients out of the courtroom as well, handling matters involving alleged franchise encroachment, breach of contract, misrepresentation and improperly transferred franchises. Ms. Coldwell was recognized by her peers as one of the best lawyers in franchise and distribution law in Dallas, Texas in the May 2003 and 2005 issues of D Magazine and was selected as a Texas Super Lawyer in the November 2003, 2004, and 2005 issues of Texas Monthly. She is listed in the 2004 and 2006 International Who's Who of Franchise Lawyers, is a Franchise Times "Legal Eagle", and listed as one of the top franchise lawyers in America by Franchise Times in 2005 and 2006. Ms. Coldwell is editor-in-chief designate for the ABA Forum on Franchising Franchise Law Journal and was a member of the Governing Committee for the ABA Forum on Franchising. She is also a contributing author to Franchise Times.

Jan Gilbert Partner in the Franchise and Distribution Practice Group, has over fifteen years experience counseling franchisors and franchisees on all facets of domestic and international franchising.  He has written and lectured extensively on a variety of franchise topics, including negotiation of franchise agreements, mergers and acquisitions of franchise systems, franchise registration and disclosure and franchise relationship issues, such as termination, transfer, nonrenewal and compliance with system standards.  Mr. Gilbert also has expertise in structuring  and restructuring franchise programs.   He has worked with both start-up and mature franchisors.  Mr. Gilbert is a member of the ABA Forum on Franchising, Antitrust Section, and the Legal Legislative Committee of the International Franchise Association and also serves on the 2006 IFA Legal Symposium Task Force.

Carl E. Zwisler Of Counsel in the Franchise and Distribution Practice Group, represents franchisors, manufacturers and investors in structuring, negotiating and enforcing domestic and international franchise, licensing, distribution and acquisition agreements. He has assisted companies in evaluating expansion of their businesses throughout the world, and has represented franchisors in renegotiating troubled international franchise relationships. Carl served as IFA’s Chief Staff Counsel or General Counsel from 1975 to 1983. He later chaired IFA’s Supplier Forum and served on IFA’s Board of Directors. He is a member of IFA’s Legal/Legislative and Franchise Relations Committees. He was an advisor to the U.S. State Department on the UNIDROIT Model National Franchise Law project. He has lead 3-day international master franchising symposia at the annual International Franchise Expo since 1992. He authored the book, “Master Franchising: Selecting, Negotiating and Operating a Master Franchise,” published in 1999 by Commerce Clearing House. He also authored “Franchising Basics: The Official IFA Course,” an interactive web based course. He is listed in the International Who's Who of Franchise Lawyers, is a Franchise Times "Legal Eagle", is a member of the steering committee of the ABA Franchise Forum's International Franchise and Distribution Division, and in 2005 became the first lawyer to receive IFA's Distinguished Service Award.

Gayle Cannon, of counsel in the Franchise and Distribution Practice Group, has over twenty-five years experience in counseling franchisors, area developers, master franchisees, franchisees and trade associations.  Her breadth of experience includes serving as in-house counsel for a publicly traded franchisor, owner of a franchise for ten years, and private practice for seventeen years.  Ms. Cannon is a member of the ABA Forum on Franchising, Antitrust Section and the Franchise and Distribution Law Section of the Dallas Bar, of which she is a past president and board member.

Hal Sanders, Partner in the Business Litigation Practice Group, has more than twenty-seven years experience in handling franchise litigation.  He is a member of the ABA Antitrust Section's Franchising Committee, the ABA Litigation Section’s Antitrust Litigation Committee, the ABA Forum on Franchising’s Litigation Division,  and the State Bar of Texas Antitrust and Business Litigation Section.  Mr. Sanders has chaired International Franchising Association monthly programs in Central Texas, and speaks on antitrust and franchising topics.  He has defended successfully a variety of franchisors in state and federal court as well as before state administrative agencies and in governmental enforcement actions by States Attorney Generals offices.

Robert A. Lauer Associate in Franchise and Distribution Group, focuses on all aspects of domestic and international franchise transactions and  previously served as in-house franchise and litigation counsel for a publicly-traded franchised restaurant company.  Mr.  Lauer was named a “Texas Rising Star” by Law & Politics Magazine and Texas Monthly for 2005 and the speaker for the Texas Bar Association's Ten Minute Mentor video tutorial on "What Every Texas Attorney Should Know About Franchise Law".  He is a member of the ABA Forum on Franchising, the State Bar of Texas and a former vice-chair of the franchise and distribution section of the Dallas Bar Association.

Altresha Burchett, Associate in the Business Litigation Practice Group, focuses on representation of corporations and individuals in commercial disputes involving claims of breach of contract and fraud. Ms. Burchett is also experienced in franchise and distribution litigation where she represents franchisors in several industries. The disputes include claims regarding breach of the franchise agreement, Lanham Act violations, UFOC disclosures, and breach of non-solicitation and non-competition covenants. She is a member of the State Bar of Texas, Dallas Bar Association, Dallas Association of Young Lawyers; J.L. Turner Legal Association, American Bar Association, Forum on Franchising, Women’s Franchise and Distribution Forum and Women’s Foodservice Forum.

Ryan Cox Associate in the Franchise and Distribution Practice Group, focuses on domestic franchise transactions, which includes experience with contract drafting and negotiation, franchise registration, disclosure and relationship issues, financing and merger and acquisition issues. Additionally, Mr. Cox concentrates on representing public and private companies in mergers and acquisitions and in public and private securities offerings.  His other areas of practice include state and  federal corporate and securities compliance, including under the Securities Act, Exchange Act, Sarbanes-Oxley Act of 2002, Investment Advisers Act and Investment Company Act.; corporate and limited liability company formation; sales of assets and stock; venture capital investments; and general corporate planning and representation. He is a member of the State Bar of Texas and Dallas Bar Association.

Alberto de la Peña, Associate in the Business Transactions Practice Group, focuses in international corporate finance and franchise transactions involving Mexico and the rest of Latin America, including drafting and negotiation, franchise and trademark registrations, lending, mergers and acquisitions. Mr. de la Peña has extensive expertise advising clients doing business in Mexico and Latin America. He is fluent in English and Spanish, and is licensed to practice law in Mexico and the United States. He is a member of the Mexican Bar Association, State Bar of Texas and State Bar of New York.

Aimee Minick, Senior Associate in the Business Litigation Practice Group, is a litigator who focuses on franchise and distribution disputes including actions based on trademark infringement, tortuous interference, breach of contract, fraud and breach of fiduciary duty. She is a member of the American Bar Association, State Bar of Texas, Dallas Bar Association, Dallas Association of Young Lawyers and Women’s Franchise Network. In addition, she was named a "Texas Rising Star for 2005" by Texas Monthly and was recently published in Law & Politics Magazine, July 2005 and is a contributing author to Franchise Times.

Ryan C. Whitfill, Associate in the Franchise Distribution Practice Group, focuses on franchising, licensing and distribution matters. Mr. Whitfill represents franchisors in a variety of franchise activities, including structuring, negotiating and enforcing both domestic and international franchise, licensing and distribution agreements. His practice also focuses on franchise registration, disclosure, and relationship matters. Mr. Whitfill has experience in advising clients on a variety of franchise matters, including compliance with state and federal franchise laws as well as various international franchise laws. He is a member of the State Bar of Texas, Treasurer of the Franchise & Distribution Section of the Dallas Bar Association, and member of the ABA Forum on Franchising. He is Assistant Editor of Franchising - The World View, Franchise UPDATE Magazine.