2025's Top Franchise Legal Players: Michael S. Rosenthal - Clark Hill Law

Legal Player: Michael S. Rosenthal
Firm: Clark Hill Law

Michael S. Rosenthal’s introduction to franchising came by way of public service. As an assistant attorney general for the state of Georgia, he was responsible for enforcing the state’s business opportunity statute. When he left that office for private practice, a number of the same people he had previously penalized came to him seeking help with compliance. At the time, business opportunities were regulated under the FTC’s franchise rule, and over the years Rosenthal’s practice naturally expanded to cover both business opportunities and franchising. Today, as a member at Clark Hill Law, he brings that deep and unique perspective to his clients on both sides of the franchise table.

1851 Franchise asked Rosenthal about his experience in the franchise legal field, what makes him successful, and some strategies franchisors can use to navigate today’s legal challenges.

1851 Franchise: How did you fall into franchising?

Michael S. Rosenthal: I worked as an assistant attorney general for the state of Georgia, and was responsible for legal enforcement of Georgia’s business opportunity statute. When I left that office to go into private practice, people I’d previously punished reached out to me to help them comply with the law. At the time, business opportunities were a subset of franchising under the FTC’s franchise rule. Over time, my practice came to cover both subjects.

1851: What do you see as the most important things franchisors should do to protect their brand?

Rosenthal: Have a passion for helping their franchisees succeed. That is critical to the success of the brand, and franchisees will often reciprocate and be your best brand advocates and examples.

1851: How important is the information in Item 19?

Rosenthal: I can’t overstate the importance of this. If a franchisor doesn’t offer FPRs [financial performance reports], I tell my franchisee prospect clients that they should assume the data, if it were offered, would reflect a very poor system. If you have good data, why wouldn’t you put it out there?

1851: What is the single largest legal mistake brands make?

Rosenthal: On the one hand, not trying to strictly enforce brand standards, but on the other hand, being hyper-technical and not affording franchisees a tiny bit of grace over minor points.

1851: How does Clark Hill Law stand out as a franchise law firm?

Rosenthal: I believe we understand both sides of the equation, franchisor and franchisee, and also, we have former in-house counsel who understand what it’s like to do that job. We live in the real world with our clients.

1851: What is the best business advice you have received in your career?

Rosenthal: Oddly, when I first went into private practice, a much more senior attorney called to wish me luck and said that I should never live beyond my means because if I did, it would eventually cause me to be in a situation where I’d be tempted to serve my own financial needs instead of those of my clients. I thought that was great advice and have offered it to nearly every junior lawyer whom I have ever worked with since that time.

I’ve seen so many lawyers live beyond their earning capacity and it makes me wonder how they deal with situations where they should be advising their client to settle or not pursue a claim.

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