Eleanor Vaida Gerhards Partner

Transcription

1 Eleanor Vaida Gerhards Partner Warrington, PA Tel: Fax: Eleanor has created a well-respected corporate practice, representing clients in the Bucks County and Philadelphia region of Pennsylvania, New York, and New Jersey as well as nationally in a broad range of matters with an emphasis on: Mergers and acquisitions Venture capital and angel financing Insurance and insurance regulator matters Entity formation Corporate finance Franchising Securities and private placements Eleanor is Co-Chair of the Franchising & Distribution Practice Group and a Certified Franchise Executive a designation received from the Institute of Certified Franchise Executives, an academic branch of the International Franchise Association s Educational Foundation. Eleanor works with startup and established franchise clients in the structuring of franchise programs, drafting of franchise disclosure documents, franchise agreements, and related contracts and counseling clients on regulatory compliance matters including obtaining and renewing state franchise registrations. She also handles matters related to master franchising, multi-unit licensing and area-development business arrangements. Eleanor also represents franchisors and franchisees in connection with the acquisitions and sales of franchise businesses. Before Fox Rothschild Eleanor also works with entrepreneurs and start-up companies as well as established and emerging growth companies in the particular requirements, challenges and opportunities of their businesses. She has experience drafting operating and shareholders' agreements, noncompetition agreements, private offering documents, supply and vendor agreements, commercial agreements and asset and stock purchase agreements. In addition, clients rely on Eleanor s counsel in insurance regulatory and compliance matters.

2 Eleanor has held externships at the Pennsylvania Human Relations Commission under the Assistant Chief Counsel investigating employment discrimination claims, as well as at the District Attorney's office of Allegheny County (General Trial Unit). Eleanor also worked as a Legal Research and Writing Teaching Assistant for Duquesne University School of Law, and served as president of the Women's Law Association. Beyond Fox Rothschild Eleanor currently serves on the Budget Committee, Technology Committee and Executive Board of the Young Lawyers Division of the Bucks County Bar Association and is a former Director of the Bucks County Bar Association and Chair of its Young Lawyers Division. Eleanor also donates her time in a wide range of pro-bono matters. She represents local non-profits in business and corporate matters, volunteers free basic estate planning documents to first responders (including police, firefighters and paramedics) in the Wills For Heroes program and recently argued successfully before the New Jersey State Parole Board for the prison release of an indigent client on a parole violation. Client Resources Eleanor is among the contributors to the firm's Franchise Law Update blog, which focuses on regulatory aspects of franchising as well as diverse topics such as business finance, employment, litigation and the protection of intellectual property including trademarks and copyrights. Honors & Awards Named among "Pennsylvania Lawyers on the Fast Track" by The Legal Intelligencer (2018) Named among the Philadelphia Business Journal's "40 Under 40" (2018) Named to SuperLawyers list of "Rising Stars" (2017) Named to Legal Eagles by the Franchise Times ( ) Practice Areas Corporate Franchising & Distribution <link rel="stylesheet" type="text/css" href=" Insurance Emerging Companies & Venture Capital Privacy & Data Security Mergers & Acquisitions Hospitality Public Companies Bar Admissions

3 Pennsylvania New Jersey Education Duquesne University (J.D., magna cum laude) Bloomsburg University of Pennsylvania (B.A., cum laude) Memberships Pennsylvania Bar Association Young Professionals Network (YPN) of the Greater Philadelphia Chamber of Commerce Bucks County Bar Association American Bar Association ABA Forum on Franchising International Franchise Association, Philadelphia Women s Franchise Network Central Bucks and Eastern Montgomery Chamber of Commerce Pennsylvania Restaurant and Lodging Association Board of Directors Montgomery County Association for the Blind (Past Member) Bucks County Bar Association (Past Member) Franchise Matters Start-Up and Emerging Growth Represented an established appraisal car service company in its national franchise system 50 state launch as well as its annual franchise renewal registrations and updates. Represented numerous start-up and emerging growth franchise systems in the launch and/or development of their franchise programs and drafting of franchise related documents, including: an East Coast based sweet ice cream concept, a New York based eco-friendly junk removal service concept, a Texas based pilates based fitness concept, a Pennsylvania based online journal concept, a Northeast based home organizational and decluttering concept, a start-up maid and cleaning service franchise concept and a Florida based dryer vent cleaning service franchise concept. Represent a southern barbeque-themed restaurant service franchisor with over 2 dozen locations across the United States in its conversion from a licensing to franchising structure. Represented a provider of youth amateur sports leagues and camps in the organization of its franchise system and preparation of its franchise disclosure documents and agreements. Represented a start-up California based franchisor offering medical service franchises in the structuring of its franchise programs and drafting of franchise related documents. International

4 Represented a France based fine candy franchise concept expanding into the United States including the drafting of the franchise disclosure document, franchise agreement and area development agreement. Represented a large and established Asian bakery and sandwich chain in its expansion into franchising in the United States. Represented an area representative of a Brazilian healthy food concept in the drafting and negotiation of its Representative and Development Agreement in the United States. Represented a Korean specialty ice cream chain in its expansion into franchising in the United States including the drafting of the franchise disclosure document, franchise agreement and area development agreement and franchise state legal compliance issues. Represented an established Puerto Rican based healthy fast casual food concept expanding into the United States including the drafting of the franchise disclosure document, franchise agreement and area development agreement. Represented a tea and beverage licensor in its international expansion through licensing arrangements. Represented an east coast fast casual concept on the drafting of terms for granting master franchise rights of large fast casual concept in India. Additional Representative Franchise and Licensing Matters Represented a well-respected caterer in the structuring of a licensing program for online party and event planning and secured state franchise exemptions for the client offering fractional franchises. Represented a publicly-traded BBQ wing restaurant service franchisor in the rapid expansion and restructuring of its franchise programs and drafting of franchise related documents. Represented a licensor of cupcake stores in its business arrangements with bakery licensees located in 3 major cities. Represented an established printing and publishing company in strategizing and structuring its franchise system utilizing the fractional franchise exemption. Represented a New York City high end restaurateur in utilizing state and federal franchise exemptions from registration and disclosure. Represented an established East Coast jeweler in utilizing the fractional franchise exemption to expand locations. Represented a holding company of food service franchises in the sale of 12 of its store locations in two separate transactions. Represented an east coast regional franchisor in the sale of two of its company owned locations. Represented an area developer in the sale of 4 of its Florida food service units. Represented a successful Washington DC area developer of a popular sub sandwich concept in various franchise regulatory and contractual matters. Insurance Matters Insurance Coverage Counseling Matters

5 Represented a national childcare franchise system in conducting a comprehensive insurance coverage audit for franchise system and franchisees as well as continuous advising regarding cyber coverage issues and related insurance matters. Represented a national foodservice wholesaler and distributor in providing a comprehensive analysis of proposed cyber/data security insurance policy including gaps and potential underinsured or uninsured risks and responses. Conducted insurance coverage analyses identifying underinsured risks and gaps and recommending forms of coverage for both national and international business clients in a wide range of industries including: o a global transportation and supply company; o a home furnishing manufacturer and retailer; o a regional airport and aviation business; o a technology consulting company; and o a housing partnership. Represented a regional supermarket chain in completing a coverage analysis including review and comparison of past and proposed new policies, client loss history and business historical performance to make recommendations for reducing premium costs. Represented major metropolitan city in evaluating whether policies maintained by bankrupt property owners may provide coverage for claims asserted by the city against the insured property owner. Represented a national labor union with over 100,000 members in analyzing whether language in union insurance policies provide coverage for certain HIPAA (Health Insurance Portability and Accountability Act of 1996) claims. Represented a California based manufacturing company in determining potential coverage for substantial environmental clean-up claims under existing policies. Insurance Regulatory Matters Represented a UAE based insurance carrier in the creation, organization and state licensing of its United States based insurance broker agency. Represented a large Texas dental care provider on insurance matters related to customer discount plans and the drafting of discount plan and agreements with sales representatives. Frequently counsel business clients on whether certain business practices may constitute the unauthorized practice of insurance. Represent numerous clients in responding to alleged violations of state insurance laws and audits by state insurance commissioners and agencies. Represented client on the formation, structuring and licensing of a risk purchasing group. Counseled client in the formation and licensing of both onshore and offshore insurance captives. Corporate Insurance Matters Represented an international claims adjustment company on the negotiation of several acquisitions of competitor insurance broker businesses. Represented an established New Jersey based insurance agency in a $4 million cash and earn-out asset purchase.

6 Represented a major film studio in analyzing its insurance coverage construct arguments for responding to insurance carrier s denial of losses resulting from actor s on-set injury. Represented a medical practice in reviewing and analyzing its insurance coverage issues on behalf of the Board of Directors related to a claim by owner physician against the practice. Negotiate Network Carrier Agreements on behalf of major insurance underwriter. Drafted and negotiate insurance agency appointment agreements for numerous insurance agency and brokerage clients. Represented major insurance carrier in drafting of reservation of rights letters and responding to insured s appeal to denial of claims. Publications April 2017 Exemptions and Exclusions Under Rhode Island Law Exemptions and Exclusions under Federal and State Franchise Registration and Disclosure Laws February 23, 2016 Answers To Common Franchise System Insurance Questions Law360 Spring 2015 Your Store Is Gross! How Recent Cases, the FTC, and State Consumer Protection Laws Can Impact a Franchise System s Response to Negative, Defamatory, or Fake Online Reviews Franchise Law Journal February 18, 2015 Hits Against the Standard Franchise Model Continue Law360 January 5, 2015 Unique Issues to Consider When Purchasing a Food Truck or Mobile Franchise Part One PAFI Press January 2013 Complying with Item 12 Territory Disclosures The Franchise Lawyer January 2010 NJ Expands Protection Under Franchise Practices Act to Wholesale Distribution Businesses Focus On Franchising Alert October 2009 Should Your Practice Institute an Employee Social Network Policy? Staying Well Within the Law Fall 2009 When Is a Development Agent or Similar Third Party a Franchisor?

7 Franchise Law Journal, Volume 29, Number 2 December 2007 Businesses Beware: A New State Tax Bill May be in the Mail Business World Times Spring 2007 Women in the Profession Juris Magazine News May 1, 2018 The Legal Congratulates 2018 Lawyers on the Fast Track Winners The Legal Intelligencer April 10, 2018 Five Fox Attorneys Named by Franchise Times Legal Eagles April 4, 2018 Philadelphia Business Journal Honors Eleanor Gerhards in Its Under 40 List September 22, 2017 Eleanor Vaida Gerhards Appointed Co-Chair of Fox Rothschild s Nationwide Franchising, Licensing & Distribution Practice Group Vista Today September 18, 2017 Eleanor Vaida Gerhards Named Co-Chair of Fox s Franchising, Licensing & Distribution Group Bucks County Bar Association April 13, 2017 Four Fox Attorneys Named 2017 Legal Eagles by Franchise Times April 6, 2017 Joint Employers? NLRB Ruling Prompts States To Take Action Bloomberg BNA July 12, 2016 Law360 Names Attys Who Moved Up The Firm Ranks In Q2 Law360 June 15, 2016 People in the News The Legal Intelligencer May 31, 2016 People on the Move

8 Philadelphia Business Journal May 12, 2016 Fox Elevates New Partners Nationwide April 13, 2016 John Gotaskie, Jr., Elizabeth Sigety and Eleanor Vaida Gerhards Named 2016 Franchise Times Legal Eagles March 21, 2013 Blogging for Law Firms: An Interview with Fox Rothschild s Eleanor Vaida Gerhards Reputation Capital March 8, 2013 Bar Association News: Gerhards Named Certified Franchise Executive Bucks County Law Reporter March 4, 2013 People on the Move Philadelphia Business Journal February 27, 2013 Eleanor Vaida Gerhards of Fox Rothschild LLP Named Certified Franchise Executive April 25, 2011 Blawg of the Day - Franchise Law Update Inter Alia November 15, 2010 Franchise and the Law The Wall Street Journal Events Post, Pin, Snap and Tweet: Social Media and Internet Use Legal Compliance for Franchise Systems May 22, 2018 at 2:00pm 3:00pm Hosted by: International Franchise Professionals Group FTC Franchise Disclosure Rules and Regulations May 16, 2018 at 1:00pm 2:30pm Hosted by: Lorman Trademark and Internet Brand and Reputation Protection May 8, 2018 at 10:15am 11:30am JW Marriott Hosted by: IFA

9 Trademark and Internet Brand and Reputation Protection May 7, 2018 at 1:45pm 3:00pm JW Marriott Hosted by: IFA From Intern to CEO: Women Are Rising in Franchising March 14, 2018 at 11:30am 1:30pm Fox Rothschild LLP Hosted by: IFA Philadelphia Women's Franchise Network and Fox Rothschild LLP FTC Franchise Disclosure Rules and Regulations March 7, 2018 at 3:00pm 4:15pm Hosted by: Clear Law Institute IFA 2018 Convention February 11, 2018 at 8:00pm 11:00pm District American Kitchen & Wine Bar at the Sheraton Grand Phoenix Hosted by: International Franchise Association FTC Franchise Disclosure Rules and Regulations November 8, 2017 at 1:00pm 2:30pm Hosted by: Lorman Is the Venture Capital Process Right for Your Startup? October 24, 2017 at 1:00pm 2:30pm Hosted by: Lorman Social Media Issues: Is Your Business Complying With Current Laws? March 2, 2017 at 1:00pm 2:00pm Bucks County Bar Association Hosted by: Bucks County Business Law Institute FTC Franchise Disclosure Rules and Regulations January 26, 2017 at 1:00pm 2:30pm Hosted by: Lorman Education Services Insurance Dilemma Challenges in Identifying Adequate Coverage for the Franchisor and Franchisee November 2, 2016 at 3:45pm 5:00pm Fontainebleau Hotel Hosted by: American Bar Association Legal Lunch and Learn: Navigating Business Relationships for Start-Ups and Growing Companies February 5, 2015 at 11:30am Hosted by: Network Now

10 Legal Lunch and Learn: Social Media and Mobile Technology Is Your Business Complying with the Law June 11, 2013 Hosted by: Network Now Social Media - Guidelines for Use and Emerging Issues May 20, 2012 Hosted by: IFA Choices, Choices: Choosing the Right Franchise & Considering the Legal Issues November 18, 2011 Hosted by: Northeast Franchise & Business Expo Join Us Tuesday Night of the IFA s 51st Annual Convention for An Evening in the West Wing February 15, 2011 West Wing Bar Hosted by: Franchising, Licensing and Distribution Group of Fox Rothschild LLP and the Franchise Accounting, Tax and Consulting Division at Citrin Cooperman Entrepreneur Exposé-Fall 2010 October 9, 2010 Dolce Hotels & Resorts Hosted by: Entrepreneur Expose 2010 Entrepreneur Exposé 2010 May 1, 2010 Dolce Hotels & Resorts Hosted by: Entrepreneur Exposé 2010 Celebrate Women in Bucks County February 18, 2010 Fox Rothschild LLP Women's Franchise Network In franchising, as in any industry, women leaders benefit when they come together to form networks, trade ideas and share resources. That's why Elle has taken an instrumental role in the 2018 relaunch of the IFA Philadelphia Women's Franchise Network. The Women's Franchise Network is designed to create, promote and inspire a network of business professionals dedicated to strengthening the success of women in the franchise industry. Backed by the resources of the International Franchise Association, the network fosters connections among women in franchising, bringing them together at engaging events to address issues, share ideas and offer solutions. The Philadelphia Chapter of the WFN is a local community open to franchisors, franchisees, multi-unit owners and franchise industry suppliers. The Chapter holds meetings and events throughout the year devoted to:

11 Networking Industry Knowledge Charitable Outreach To join, download a membership form. For more information, contact Elle at egerhards@foxrothschild.com