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‪#‎RVABizLaw‬ TwitterChat Series kicks off on Friday, February 6 at 2:00 pm

#RVABizLaw TwitterChat Series Flyer

The topic of discussion will focus on franchising–what is it, what laws regulate it, what to look for before buying one, where to go for helpful info, current franchising trends in RVA, and whatever else comes up during the discussion.

Preview

  1. What is a franchise?
  1. What’s the difference between a franchise and a license?
  1. How many franchise systems exist in the U.S?
  1. What are some good ways to research franchise opportunities?
  1. What does “FDD” stand for?
  1. Does Virginia regulate franchising?
  1. What are some good books for prospective franchisees to learn about franchising?
  1. What are some benefits of franchising?
  1. What are some of the drawbacks of franchising?

10.  What is the Virginia Franchise Forum?

Top Issues for Young Physicians to Understand About Their Employment Agreements

For a young physician, his or her first employment agreement with a health care company or physician group is a major milestone.  What should be a stepping stone to a successful and rewarding professional career could lead to major problem if not carefully reviewed, negotiated, and fully understood before signing.  Absent unusual circumstances, Virginia courts tend to hold people to the terms of the contracts they voluntarily sign.  Here are a handful of important issues typically addressed in physician employment agreements:

1.  Term and Renewal.  It is important to understand the commitment being made between the contracting parties in terms of period of time.  Is this a one-year term or a multi-year deal?  Upon expiration of the initial term, does the agreement renew automatically or only if someone proactively exercises a renewal option?  Can either party terminate the agreement early and, if so, under what circumstances?

2.  Duties.  What are the employer’s expectations and requirements for its new employee?  This provision is often vague and open-ended to maximize flexibility for the employer.  At a minimum, parties should specify whether this will be a part-time or full-time position and what the typical work schedule will be (e.g., night, weekend, and holiday work schedules should be memorialized).  Will the physician/employee be allowed to do outside work (commonly known as moonlighting)?

3.   Compensation.  Compensation seems like a simple concept, but this topics is often a source of dispute and concern when it comes to professional service providers.  Compensation can take various forms including base salary, bonus opportunities based on a variety of factors and formulae, continuing education allowance, paid leave, retirement benefits, disability benefits, severance/deferred compensation, moving expenses, signing bonuses, and the list goes on.

4.  Restrictive Covenants.  This set of provisions typically includes non-compete and non-solicitation restrictions (sometimes non-hire provisions) that will restrict what an employee can do after the employment agreement expires or terminates.  These provisions are subject to a lot of negotiation (rightfully so) and should be carefully tailored to suit specific facts and circumstances.  If not drafted carefully and reasonably, Virginia courts will not be inclined to enforce restrictive covenants.  From an employee’s perspective, however, it would be dangerous to sign an overly restrictive agreement in the hopes that a court would refuse to enforce it down the road.

5.  Patient Records.  Under Virginia law, patient records belong to the employer (the healthcare facility or physician group), not the individual physician.  Employer ownership of patient records is typically confirmed in the Employment Agreement.  From an employee’s perspective, it is helpful to negotiate some form of transition mechanism allowing for a patient records to be copied and distribution of a jointly prepared notice to the departing physician’s patients.  Ultimately, it is a patient’s right to choose his or her physician.

This is just a modest sample of the issues typically addressed in a physician employment agreement.  Perkins Law is pleased to assist employers and employees with the drafting, review, and negotiation of employment agreements and other contracts to memorialize key business relationships and transactions.

Famous Dave’s Bar-B-Que Closes its RVA Locations

December 31, 2014–National BBQ chain and franchisor Famous Dave’s abruptly closed all three of its RVA locations this past week–tough break for the dozens of employees who found themselves out of work during the holiday season (query whether any of the employees received severance pay–not legally required, but surely a best practice among companies committed to their team.  Famous Dave’s not only owned and operated the three restaurants, but also owned the sites, so it will be interesting to see how long those sites remain dark.

On the other hand, this could prove to be a wise business decision by Famous Dave’s, whose ratio of company-owned to franchised units is relatively high and, historically, the conventional wisdom is that franchised units outperform company-owned locations.  A franchise system with company-owned units typically likes to maintain an 80/20 or 85/15 ratio between franchised and company-owned locations.

The Richmond BBQ market has gotten increasingly competitive over the past 10 years or so, with an interesting combination of franchise brands like Famous Dave’s and independently-owned restaurants like Buz and Ned’s (who generously encouraged the newly displaced Famous Dave’s employees through social media to apply for openings with them), Q Barbecue, and Alexander’s BBQ.

Perkins Law Master List of Virginia Benefit Corporations Updated for 2014

Social entrepreneurship is alive and well in the Commonwealth of Virginia, as evidenced by the growing number of Virginia benefit corporations in existence (according to data from the State Corporation Commission).  Since the Virginia Stock Corporation Act was updated in 2011 to create the benefit corporation, approximately 60 benefit corporations have been formed under Virginia law.  Not too shabby, but plenty of room for growth.  If you’d like a complimentary copy of the Perkins Law Master List of Virginia Benefit Corporations, or would like to know more about benefit corporations and how they differ from traditional stock corporations, email or call anytime.

Perkins Law Ranked in “Best Law Firms” of 2015

Richmond small business and franchise law firm Perkins Law, PLLC has been recognized by U.S. News & World Report in its “Best Law Firms” rankings for 2015. “Best Law Firms” chooses lawyers based on client and peer reviews, as well as their professional excellence. The 2015 rankings included the highest number of participating firms and client ballots of record.

Perkins Law to Sponsor Upcoming Virginia Franchise Forum Event

October 31, 2014–Perkins Law is pleased to be a sponsor of the upcoming Virginia Franchise Forum event on Wednesday, November 19, 2014 from 5:30 to 7:00 pm at the Westwood Club.  The featured speaker will be Eric Simon, FRANdata Senior Franchise Intelligence Advisor.  Eric will be presenting FRANdata’s franchising year in review and 2015 forecast.  This is always a highly anticipated event on the VFF calendar, providing useful insights for both franchisors and franchisees.  The cost is $25 and includes heavy hors d’oeuvres and a cash bar.  Call (804) 783-9314 to register.  Feel free to contact me directly with questions about the VFF, which has been organizing educational and networking events for the RVA franchise community since 2008.

Congratulations to Several New Virginia 501(c)(3) exempt organizations

Perkins Law is privileged to work with many respected members of the Virginia nonprofit community, both newly formed and established organizations.  These organizations pursue charitable missions ranging from providing athletic programs and events for wounded warriors to poodle rescue (and just about everything else in between), and several have recently received their 501(c)(3) determination letters from the IRS.  Congratulations are  in order for:

Scheuer/Lincord GP Rescue, Inc.

For the Love of Poodles Rescue of Richmond, Virginia

Crossroads Adaptive Athletic Alliance

National Dance Society

Virginia Association for Health, Physical Education, Recreation, and Dance, Inc.

Five Reasons Why Local Craft Brewers Should Love Regulation D

The RVA craft brewery scene has been quite prolific in recent years with no immediate signs of slowing down.  As these startups mature into emerging growth companies (or simply look to maintain their market share in an increasingly competitive marketplace), raising capital becomes a major topic of strategic planning and discussion.  The good news is that small business owners can pursue a variety of capital-raising strategies, and tapping into the private equity or debt market through a Regulation D private offering can be an attractive and cost-effective way of raising capital.  In particular, Rule 506(c) of Regulation D offers companies the following benefits that any local craft brewery in search of capital should be aware of:

1.  The ability to raise an UNLIMITED amount of money without having to navigate the expensive and time-consuming SEC registration process.

2.  The ability to raise money from an unlimited number of accredited investors (see the article on my website discussing just about everything you need to know about accredited investors).

3.  The ability to freely advertise your offering (social media, newspapers, periodicals, seminars, etc.).

4.  The ability to avoid most state-level securities regulation (other than notice filing and fee requirements) during the offering process.

5.  The ability to market and sell the offering yourself (without third-party intermediaries) under certain circumstances.  In some situations, however, you might want (or need) to sell through third-party broker-dealer firms to have a successful offering.

Check out the other Regulation D private offering resources available at www.ericperkinslaw.com or the Perkins Law channel on YouTube.

Polaroid Photobar–New Franchise Concept (that I’d like to see in RVA)

Were you like me and thought the storied Polaroid brand had vanished about the same time as Atari and Intellivision?  To the contrary, Polaroid lives and is  rolling out a national franchise program.  The Polaroid Photobar (www.polaroidfotobar.com) is an innovative concept where customers can instantly print high-quality photos from their smartphones and social media sites.  Outdated fad doomed for failure or creative strategy that will fill an unmet need in the market?  Time will tell, but hopefully we will see a Polaroid Photobar join the RVA franchise community in the near future.

National trade association REISA rebrands itself as ADISA–Alternative Direct Investment Securities Association

Eric Perkins served as panelist at Sunday’s Real Estate Investment Securities Association Annual Conference at Caesar’s Palace in Las Vegas. Over 1,000 leaders of the alternate investment industry attending. Lots of exciting news about Regulation D, crowdfunding, accredited investor standards, and other JOBS Act developments.

REISA