2025’s Top Franchise Legal Players: Rochelle Spandorf - Steinbrecher & Span

Legal Player: Rochelle Spandorf
Firm: Steinbrecher & Span

Rochelle “Shelly” Spandorf, of counsel at Steinbrecher & Span, is widely recognized as one of the most experienced franchise attorneys in the country. She entered the field unexpectedly early in her career, just as the Federal Trade Commission’s franchise disclosure rule was taking shape, and has since built decades of expertise guiding franchisors and franchisees through the complex legal landscape of the industry. Over the years, she has advised on disclosure, registration and regulatory matters, and today her practice spans expert witness work, high-stakes disputes and counsel for companies exploring alternative growth models such as distributorships, dealerships and licensing.

After 25 years in Big Law, Spandorf joined Steinbrecher & Span at the start of 2025, drawn to its team of seasoned attorneys with similar backgrounds. Known for her thoroughness, responsiveness and balanced judgment, she emphasizes the importance of strong relationships within the franchise community and is respected for her ability to approach issues without leaning on franchisor or franchisee ideology. Her long tenure in the field has positioned her as both a trusted advisor and a steady hand for businesses navigating franchising’s opportunities and challenges.

1851 Franchise reached out to Spandorf to learn how franchisors can protect their brand and avoid legal mistakes. Check out her insights below.

1851: How did you fall into franchising?

Rochelle Spandorf: I quite literally “fell” into franchising. I wasn’t seeking a career in franchise law when I left a large Los Angeles firm as a junior associate to join a small firm for more direct client work. That firm happened to be well known for its franchise litigation expertise. I took on the firm’s franchise disclosure, registration, and regulatory practice and began developing my expertise just two months before the FTC adopted its franchise disclosure rule — when the field was truly still in its infancy.

1851: What are the most important things franchisors should do to protect their brands?

Spandorf: Franchising is a symbiotic relationship — brand strength depends on franchisee success, and vice versa. To protect the brand, franchisors should:

• Set a high bar for franchisee selection. Net worth, available cash and enthusiasm are not enough; a candidate’s entrepreneurial mindset matters.
• Design a model that prioritizes franchisee profitability. Sustainable franchisee success drives brand equity.
• Define and live your brand’s mission, vision and culture. Consistency starts with the franchisor.
• Communicate with empathy and transparency. Listening to franchisees empathetically builds trust, and trust improves performance, retention and brand loyalty.
• Pilot before you scale. Validate initiatives before rolling out costly systemwide changes.
• Own your missteps. Course-correct quickly and visibly.

These pillars foster trust — and trust is the currency of a thriving franchise system. Franchisors must clearly articulate what their brand stands for, not just to consumers, but to the network that delivers it. Too often, early sales go to undercapitalized candidates who are eager but ill-fitted for the franchise concept or business ownership. A franchisor must be able to teach their operating methods and standards, but this is much easier than teaching a franchisee entrepreneurial instincts. Bringing the right people into the network isn’t optional — it’s the first and most important act of brand protection.

1851: How important is the information in Item 19?

Spandorf: Item 19 is indispensable. It showcases unit economics and, while Item 19 does not guarantee candidates they’ll attain the same outcome, making the Item 19 disclosure is critical for attracting qualified franchisees. Today, more than 70 percent of franchisors include Item 19 disclosures in their FDDs. Its absence is a glaring red flag to serious candidates.

1851: What’s the single biggest legal mistake brands make?

Spandorf: Emerging franchise brands often stumble not just legally, but strategically. The most consequential missteps include:

• Undercapitalizing the franchise launch. Many emerging franchisors underestimate the financial runway needed to develop infrastructure, support franchisees and maintain compliance during the initial years until (and assuming) franchisees reach a critical mass.
• Failing to validate the business model from the franchisee’s perspective. If unit-level economics don’t work for operators, the system won’t scale.
• Prioritizing unit growth over candidate quality. Selling to underqualified or ill-fitted franchisees just to boost unit count erodes long-term viability.
• Rejecting operational feedback. Brands that resist input from franchisees miss critical opportunities to refine systems.
• Expanding into remote markets without logistical support. Growth without regional brand marketing, supply chain access or a commitment to field support leads to inconsistency and underperformance.
• Shortsighted shortcuts. Franchising is a highly regulated business model, and franchise law is a specialized legal discipline. When emerging brands bypass experienced legal counsel or repurpose a competitor’s disclosure documents and agreements, they not only expose themselves to regulatory risks but also to potential financial failure as a competitor’s fee structure, operating costs and financial condition may be completely incompatible with their own financial model, cost structure and budget.

1851: How do you stand out as a franchise law firm?

Spandorf: After the last 25 years practicing with Big Law, on Jan. 1, 2025, I joined a boutique firm of “big firm refugees” to focus on three areas of practice that I’m most passionate about:

• Serving as an expert witness in franchise and distribution disputes, including cases involving if a commercial relationship is a franchise.
• Advising on “bet the company” issues for franchisors and franchisees.
• Advising companies engaged in or exploring non-franchise growth models — distributorships, dealerships, licensing or other types of strategic brand alliances.

I believe my reputation rests on thoroughness, responsiveness and balanced judgment. I am not tethered to franchisor or franchisee ideology.

1851: What’s the best business advice you’ve received?

Spandorf: Step away from your desk and build relationships — with franchisors, franchisees, consultants and fellow attorneys. Know the law, be open-minded and above all, be responsive. The best business advice that I have received is that relationships drive opportunity, responsiveness builds trust and expertise earns respect.

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