David B. Ramsey

David Baharvar Ramsey focuses his practice on domestic and international franchising and corporate transactional matters. He is the head of the firm's International Franchise Practice Group and the chair of the firm's Corporate Practice Group. He has diversified transactional experience in franchise matters as well as many years of experience in corporate mergers and acquisitions, corporate governance, and commercial contractual matters.

David's years of franchise law experience includes guiding franchisors in preparing their franchise disclosure documents; representing franchisor clients to state regulators and franchise examiners in order to secure franchise registrations and exemptions; drafting and negotiating franchise agreements and development agreements; negotiating and structuring system-wide and regional supplier arrangements and drafting agreements memorializing the same; acting as special franchise counsel to advise on financing transactions such as the securitization of franchisor royalty streams; counseling franchisors on a variety of franchise relationship issues such as franchise termination and strategies to avoid and resolve disputes with franchisees; and otherwise advising both emerging and mature companies with respect to planning, structuring and implementing their franchise, distribution and licensing programs.

David's corporate law background includes negotiating and navigating all legal aspects of mergers, acquisitions and divestitures of companies and divisions (including assisting private equity firms with the purchase and sale of franchise systems as well as other types of businesses); the formation and governance of corporations, limited liability companies, joint ventures and partnerships; venture capital investments in businesses; corporate re-organizations; and general corporate legal advice.

Finally, David's commercial contracts legal experience includes negotiating and drafting a wide variety of licensing agreements, e-commerce and software development agreements, supply and distribution agreements, outsourcing contracts, consulting agreements and master services agreements.

David’s clients have included domestic and international franchisors; private investment funds; special committees of boards of directors; global publishing, media and entertainment brands; telecommunications and cable companies; insurance companies; real estate companies; e-commerce companies; and product manufacturers and service providers in a wide variety of industries.

David is a graduate of Harvard Law School, where he was a Co-Executive Editor of The Harvard Negotiation Law Review, an External Training Co-Director of the Harvard Mediation Program, and a member of the Consortium on Global Leadership. He is also a graduate of Cornell University, where he was a Cornell Presidential Research Scholar for all four years, Co-Chair of the Cornell Coalition for the Homeless, on the Dean's List, and graduated with Honors.

Representative Matters

• Negotiate, draft, and advise clients on stock and asset purchase and sale agreements and all ancillary documents thereto for M&A deals across many industries, including the acquisition or disposition of franchise systems as well as businesses in a variety of industries such as retail stores, data analytics, telecommunications, plastics and chemicals, eyewear, insurance, securitized investments, real estate and brokerage and appraisal, and much more.

• Served as special franchise counsel to Yum! Brands, Taco Bell, Wendy’s, and other major franchise systems on multiple whole-business securitization processes and refinancings.

• Advised and guided major franchise systems such as Taco Bell and others in expanding and executing their franchise programs into many countries, including Australia, Brazil, Canada, the Caribbean, Cuba, Guyana, Finland, Indonesia, Japan, Korea, Kuwait, Malaysia, Mexico, most every country in the Middle East region, Mongolia, Myanmar, the Netherlands, New Zealand, Norway, Peru, the Philippines, Portugal, Spain, Switzerland and various other countries in Western Europe, Sri Lanka, the United Arab Emirates, the United Kingdom; and, U.S. military bases abroad, among other places.

• Served as special franchise counsel on acquisitions or sales of major franchise systems by private equity and strategic parties, regarding franchise networks such as Burn Boot Camp, Hooters, Huddle House, Motel 6, Burger King locations throughout Puerto Rico, Chemical Guys, Re-Bath, and others.

• Advise, guide, and draft legal documents for use in the United States and in many countries around the world on behalf of Activision Blizzard and its affiliates in creating the first game-specific, professional e-sports league and expanding that offering and creating follow-on international esports leagues.

• Guided and assisted numerous start-up franchisors in the initial set-up of all legal aspects of their franchise systems in the United States.

• Crafted the legal structure for various joint ventures between franchisors and their partners for innovative new types of outlets and concepts in the entertainment, food, golf and other industries.

• Advised multi-unit franchise area developers and regional master franchisees in negotiating and amending long-term development and unit franchise agreements with global franchise brands such as Dunkin Donuts, Krispy Kreme, F45 and others, both in the U.S. and in Europe.

• Advised Pizza Hut in overhauling its form of Franchise Agreement and crafting an entirely new form to use in its franchise system going forward, and advised Taco Bell in regard to many improvements to its form of franchise agreement.

• Accomplished author in all major franchise law publications (including the Franchise Law Journal and The Franchise Lawyer, among others) and repeated speaker/presenter at all major franchise law conferences (including the ABA Forum on Franchising and the IFA Legal Symposium, among others)

Published Works

• McKinney’s Consolidated Laws of New York Annotated, General Business Law Article 3 – Franchises, Supplementary Practice Commentaries 2024 (Co-Author).

• Keep Them Coming: Customer Engagement and Loyalty Programs in Franchise Systems, American Bar Association 47th Annual Forum on Franchising, Phoenix, Arizona, October 2024 (Co-Author and Co-Presenter)

• New and Recurring Issues in Franchise Brand Acquisitions, International Franchise Association, 54th Annual Legal Symposium, 2022 (Co-Author and Co-Presenter)

• Gift Card Best Practices for Franchise Systems, The Franchise Lawyer, Winter 2022

• Three’s a Crowd: Navigating the World of Franchisor, Master Franchisee/Area Representative, and Unit Franchisee Relationships and Their Distinct Interests, American Bar Association 44th Annual Forum on Franchising, Atlanta, Georgia, October 2021 (Co-Author and Co-Presenter)

• Supply and Demand: How to Negotiate Supplier and Distributor Agreements and Work with Franchisees Regarding Their Implementation, International Franchise Association, 52nd Annual Legal Symposium, 2019 (Co-Author and Co-Presenter)

• The Accidental Franchise and the New York Restaurateur, New York City Bar Association, Business Law Subcommittee of the Hospitality Law Committee, Spring 2019 (Co-Author)

• Issues in Growth by Multi-Unit Franchising, Franchise Law Journal, Winter 2019 (Co-Author)

• Alternatives to Traditional Capital Raises for Restaurateurs, New York City Bar Association, Business Law Subcommittee of the Hospitality Law Committee, July 2018 (Co-Author)

• Exemption Based Franchising for Established and Start-Up Franchisors, International Franchise Association Legal Symposium, Washington, D.C., May 2017 (Co-Author and Co-Presenter)

• Data Security: Evolving Legal Considerations for Franchisors, Journal of Internet Law, September 2016

• Cyber-Security for Franchisors, Business Law Today (published by the American Bar Association), July 2016

Honors

• Franchise Times Legal Eagle

Professional Associations

• American Bar Association, Member, Forum on Franchising

• American Bar Association, Member, Section of Business Law

• International Franchise Association, Member of Planning Committee, 2022 and 2023 Legal Symposia