Top Franchise Lawyers: Carl Zwisler of Lathrop GPM LLP

1851 interviewed Lathrop GPM LLP’s Carl Zwisler, the IFA’s first-ever in-house lawyer, about the state of franchising, what makes a franchise attorney awesome and his advice for growth-minded franchisors.

About Carl Zwisler:

Carl Zwisler graduated from the University of Notre Dame with a B.A. in government and international studies. After graduation, Zwisler continued on with law school and graduated with a J.D. from Depaul University’s College of Law. Since then, he has spent a lot of time becoming well-versed in many areas of franchise law — from working at the International Franchise Association's first in-house lawyer to now working at Lathrop GPM LLP with franchise clients. 

About Lathrop GPM LLP (from firm’s website):

Successful businesses think ahead. At Lathrop GPM, we make it our business to help you anticipate trends and plan for challenges. Working together, we build exciting futures.

 

Lathrop GPM serves a client base whose businesses form the backbone of our economy. Our clients run factories, build skylines, cure diseases, create jobs and power our world. And we work alongside them the entire way – immersing ourselves in our clients’ organizations and partnering with them to understand the big picture, so we can think past the day-to-day and help our clients anticipate future challenges. From the research lab to the factory floor, from oil fields to skyscrapers – we work as one integrated team to help our clients achieve their most important objectives.

 

Lathrop GPM was formed in 2020 through the combination of two 100+-year firms, both with strong Midwestern cores – Lathrop Gage (established in Kansas City in 1873) and Gray Plant Mooty (established in Minneapolis in 1866). Our nearly 400 attorneys practice in 14 offices nationwide, located from coast to coast – allowing us to quickly respond to clients’ needs at the local, state or national levels.

 

Clients are at the heart of everything we do. At Lathrop GPM, we help businesses, organizations, and individuals grow and succeed. Our work helps them seize opportunities, solve problems and dominate market spaces. With deep industry experience in health care and life sciences, franchise and distribution, agribusiness, manufacturing, and higher education, our commitment is to long-term relationships, not just transactions.

 

We want to lead the future of your legal services, together.

1851 Franchise: Tell us a little about your background.

Carl Zwisler:  Recruited as IFA’s (International Franchise Association) first in-house lawyer, I assumed responsibility for IFA’s legal and governmental affairs program at a time when more franchise laws were being proposed and adopted than at any time in history. While on the IFA staff, I was involved in the development of the Uniform Franchise Offering Circular (UFOC) Guidelines, the predecessor to the FDD Guidelines, and the initial FTC Franchise Rule. I was also instrumental in amending state business opportunity laws to exempt or exclude most franchise arrangements from coverage. During my tenure we developed the first compilation of state and federal franchise laws of general application so that IFA members and their lawyers had a single resource to guide them in their compliance obligations. That publication was sold to CCH as it undertook to publish the Business Franchise Guide. 

Since I left IFA I have worked with several franchise law practices in Washington, D.C., principally working with franchisors on U.S. domestic and international franchising transactions. 

Currently, I work for Lathrop GPM, a practice which formed January 1, 2020 upon the merger of Gray Plant Mooty and Lathrop Gage. With nearly 500 lawyers operating from 14 U.S. cities, Lathrop GPM has an elite franchise and distribution law practice group, which is among the largest in the world. Gray Plant Mooty lawyers began practicing franchise law in the 1960s.

1851: What drew you to franchise law and what are some of the things you like about working in the field?

Zwisler: In my first interview at IFA, I explained that I wasn’t sure what a franchise was. The interview occurred many years before the arrival of the internet, and my source of information was a dictionary, which described franchise as the right to vote. But I was attracted to the position because it would allow me to further my involvement in public policy issues and to learn about emerging areas of law, including heavy doses of antitrust law. It also gave me the chance to work with very smart and interesting business founders who had fascinating perspectives on how to grow novel business concepts. 

Although we strive to simplify applicable laws for our clients, to practice franchise law at a high level, a lawyer must develop a command of federal and various state franchise sales laws, state franchise relationship laws, contract law, intellectual property law, privacy and data protection law, labor law and antitrust laws, as well as understand the factors that drive success in each of our franchisor clients’ businesses. Understanding how these issues can and should be addressed when clients are involved in international transactions and disputes is even more challenging and fulfilling. 

I like the challenges: As an international lawyer, I look forward to the challenges of helping franchisors and franchisees understand the legal, business and cultural issues that they confront when planning for and negotiating transnational agreements. 

1851: What is something you think every franchisor should know about franchising?

Zwisler: Acting with the best of intentions, without fully understanding the legal consequences, often results in a costly trip to the courthouse.

1851: What is something you think every prospective franchisee should know about franchising before diving into the industry?

Zwisler: Understanding franchise agreements and how they affect a franchisee’s business exit strategies is often underappreciated. Too often, the only focus is on how to get into and start up a franchised business.

1851: What do you expect to see as a result of the new NLRB joint-employer ruling?

Zwisler: Even when NLRB finally issues its joint-employer rule, it is likely to be challenged in court, and it is likely to be challenged the next time Democrats take control of Congress. Organized labor views the joint-employer issue as one of its great opportunities to reinvigorate union membership and does not really care about the effect of its proposals on franchising. The issue is not about to disappear.

1851: What do you see as the biggest or most interesting topic in franchising over the next year and why?

Zwisler: The biggest challenge for franchising is the fact that most intelligent people misunderstand franchising — why franchising exists and how it works. So long as the press refers to franchisors as the corporate parents of franchisees, regulators will envision a relationship that differs in many important respects from reality. Whether regulatory proposals involving comprehensive franchise relationship laws or joint employer or employee-independent contractor laws, regulators will continue to ask themselves why so-called corporate parents should not be financially responsible for the losses and labor law violations of their franchisees.