1851

Honorees:&nbsp;<a href="https://www.linkedin.com/in/mdimitrifranchiselawyer?utm_source=1851franchise.com&utm_medium=article&utm_campaign=top-franchise-legal-players-mackenzie-dimitri-and-richard-bayer-einbinder-dunn-llp-2727025" target="_blank" rel="nofollow">Mackenzie Dimitri</a> and&nbsp;<a href="https://www.linkedin.com/in/richardbayerfranchiselawyer?utm_source=1851franchise.com&utm_medium=article&utm_campaign=top-franchise-legal-players-mackenzie-dimitri-and-richard-bayer-einbinder-dunn-llp-2727025" target="_blank" rel="nofollow">Richard Bayer</a> Roles:&nbsp;<a href="https://ed-lawfirm.com/?utm_source=1851franchise.com&utm_medium=article&utm_campaign=top-franchise-legal-players-mackenzie-dimitri-and-richard-bayer-einbinder-dunn-llp-2727025" target="_blank" rel="nofollow">Partners, Einbinder &amp; Dunn LLP</a><a href="https://ed-lawfirm.com/team/mackenzie-l-dimitri/?utm_source=1851franchise.com&utm_medium=article&utm_campaign=top-franchise-legal-players-mackenzie-dimitri-and-richard-bayer-einbinder-dunn-llp-2727025" target="_blank" rel="nofollow">Mackenzie Dimitri</a> and&nbsp;<a href="https://ed-lawfirm.com/team/richard-bayer/?utm_source=1851franchise.com&utm_medium=article&utm_campaign=top-franchise-legal-players-mackenzie-dimitri-and-richard-bayer-einbinder-dunn-llp-2727025" target="_blank" rel="nofollow">Richard Bayer</a> are partners at Einbinder &amp; Dunn LLP, each bringing unique strengths to the firm’s comprehensive franchise law practice.&nbsp;Dimitri is an experienced litigator and franchise attorney whose practice is divided between judicial proceedings and transactional work. She drafts and negotiates commercial contracts, franchise agreements and franchise disclosure documents (FDDs), and represents clients in trials and dispute resolution forums nationwide. Dimitri is recognized for her nuanced understanding of how business objectives relate to goals in litigation, and her active involvement in the American Bar Association’s Forum on Franchising and the International Franchise Association.Bayer leads the firm’s franchise regulatory practice and provides business law counsel to a wide range of clients, from startups to publicly traded corporations. He specializes in corporate structuring, mergers and acquisitions, and represents franchisors and franchisees in various stages of franchise development and growth. Bayer is known for his extensive experience in representing franchisors during all stages of development, including international franchising projects. He is a co-author of the New York chapter of the Franchise Desk Book, ABA Forum on Franchising.&nbsp;1851 Franchise reached out to Dimitri and Bayer to learn about how franchisors can protect their brand and avoid legal mistakes. Check out their insights below.1851 Franchise: What do you see as the most important things a franchisor should do to protect their brand?Mackenzie Dimitri: Review your documents holistically and regularly. From&nbsp;<a href="https://1851franchise.com/strategies-for-legal-resolution-in-franchise-disputes-2726864">a litigation standpoint</a>, we hear from franchisees often who say their franchise agreement or contract says one thing, but the franchisor rarely or ever enforces that. Lack of enforcement or arbitrary enforcement can potentially lead to the franchisor losing the ability to enforce their agreements, leading to a loss of control over their brand. Having a relationship with your counsel where you can hop on a call and advise them of issues in real time, followed by regular meetings to ensure your documents are protecting you, is crucial.Richard Bayer: We also advise clients to be diligent with identifying trade secrets and confidential information. When disclosing such information, mark it as confidential and advise recipients of their responsibility to protect it.&nbsp;<a href="https://1851franchise.com/chapter-7-protecting-your-intellectual-property-2722573">Trade secret protection</a> is a frequent issue in our litigation practice, and many franchisors fail to communicate the importance of confidentiality to their franchisees and strategic partners. If franchisors don’t treat their trade secrets as confidential, it becomes difficult to protect that information later. Designate trade secrets early, require confidentiality agreements, and limit disclosures to those who need to know.1851: How important is the information in Item 19 of the FDD?Dimitri: For franchisors,&nbsp;<a href="https://1851franchise.com/the-item-19-how-to-get-to-the-bottom-line-when-researching-franchise-concepts-2721856">Item 19</a> is a chance to showcase successful systems, but you can’t hide from bad data. What is missing from Item 19 is as important as what is included. If you’re omitting data from low-performing locations, it may be better not to make any disclosures at all.Bayer: When I started preparing FDDs nearly 20 years ago, about 30% of franchisors included financial information in their Item 19s. Today, I estimate that number is over 60%. Prospective franchisees expect financial performance disclosure, and if a franchisor omits Item 19, prospects might assume they are hiding poor performance. However, prospective franchisees must scrutinize the information reported in Item 19 and be mindful of what might be missing.1851: What is the single largest legal mistake brands make?Dimitri: Failing to communicate with franchisees. In systems where franchisees are viewed as partners, you see continued growth, fewer lawsuits and a commitment to evolving. Where trust has eroded, you’ll find franchise associations forming, litigation by franchisees and resistance to changes, all of which impact the franchisor’s ability to grow.Bayer: I agree with Mackenzie. Additionally, franchisors should be forward-thinking and&nbsp;<a href="https://1851franchise.com/what-items-are-negotiable-when-buying-a-franchise-2712129">build flexibility into their agreements</a> to adapt to changes in technology and market trends. However, just because a franchisor has the contractual right to take certain actions, it may not always make long-term business sense to do so. Strong communication and trust between franchisors and franchisees are key to navigating challenges successfully.1851: How do you stand out as a franchise law firm?Dimitri: We are practical, available and care deeply about our clients’ business success. We spend the time developing long-term relationships with our clients, many of whom come back to us repeatedly, often hiring us as outside general counsel for ongoing support.Bayer: We are probably an outlier in the franchise industry in that we represent both franchisors and franchisees. This allows us to see issues from both perspectives and take a practical approach that often cuts through to the heart of the matter, hopefully expediting resolution and preventing issues from becoming significant problems.1851: What is the best business advice you have received in your career?Dimitri: Always consider the client’s greater goals and overall business objectives in any representation. If a client is facing a minor dispute but is also approaching a major acquisition, they want to resolve the dispute quickly and move on. Our long-term relationships with clients help us put issues in context based on our knowledge of their overall objectives.Bayer: We were given two ears and one mouth, so do twice as much listening as speaking. Before offering counsel, I try to understand the client’s problems or goals and how our actions will fit within the client’s big picture. The more we know about a client’s operations, strengths, and weaknesses, the better we can tailor our advice to help them achieve their goals.Every great franchisee had help buying a franchise. Want to learn more about how 1851 helps franchisees find the right franchise opportunity? Visit&nbsp;<a href="http://www.1851growthclub.com/?utm_source=1851franchise.com&utm_medium=article&utm_campaign=top-franchise-legal-players-mackenzie-dimitri-and-richard-bayer-einbinder-dunn-llp-2727025" target="_blank" rel="nofollow">www.1851growthclub.com</a> and start your journey.

Meet Franchise Legal Experts Mackenzie Dimitri and Richard Bayer | 1851 Franchise

1851 Franchise

1851 Franchise’s annual showcase of the top players in the franchise industry is back. Meet Mackenzie Dimitri and Richard Bayer, and hear their insights on legal issues in the franchise space.

Top Franchise Legal Players: Mackenzie Dimitri and Richard Bayer, Einbinder & Dunn LLP

top-franchise-legal-players-mackenzie-dimitri-and-richard-bayer-einbinder-dunn-llp

Home Halo

Home Halo’s 160-Step Launch Process: Setting Franchisees Up for Success

home-halo-franchise-launch-process

VA Reimbursement: A Unique Opportunity for Home Halo Franchisees

va-reimbursement-a-unique-opportunity-for-home-halo-franchisees

Home Halo’s "Frank" Method: Coaching Franchisees to Greatness

home-halos-frank-method-coaching-franchisees-to-greatness

home-halo-dan-deak-personal-journey-headshot

Dan Deak's Personal Journey: From Caring Son to Home Halo CEO

dan-deaks-personal-journey-from-caring-son-to-home-halo-ceo

10 Reasons Why You Should Invest in a Home Halo Franchise

10-reasons-why-you-should-invest-in-a-home-halo-franchise

Buying a Franchise Masterclass

 Franchise Opportunities

Get Support Buying a Franchise

How to Buy a Franchise White Paper

How to Buy a Franchise

How to Sell Franchises

How to Grow a Franchise

Find a Franchise Supplier

1851 Franchise Opportunities

Franchisor News

Franchisor Power Rankings

FranCamp Mastermind Summit

Franchise Resources

What ALEC-Laffer's Report Means for Franchising

Website Awards

Power Rankings

About 1851

Advertise on 1851

Contact 1851 Editorial

Terms of Use

1851 Login

GROWTH CLUB LOGIN

facebook

instagram

twitter

linkedin

youtube

Dave’s Hot Chicken Sold to Roark Capital in $1 Billion Deal to Fuel Global Expansion

daves-hot-chicken-sold-to-roark-capital-in-1-billion-deal-to-fuel-global-expansion

Homebuyers Keep Buying — And That’s Good News for Home Service Franchises - 1851 Franchise

Homebuyers Keep Buying — And That’s Good News for Home Service Franchises

homebuyers-keep-buying-and-thats-good-news-for-home-service-franchises

AI Could Push Unemployment to 20% — Fueling a Surge in First-Time Franchise Buyers - 1851 Franchise

AI Could Push Unemployment to 20% — Fueling a Surge in First-Time Franchise Buyers

ai-unemployment-impact-white-collar-job-loss

How To Sell Just One Franchise: What You’ll Learn at FranCamp NJ 2025

how-to-sell-just-one-franchise-what-youll-learn-at-francamp-nj-2025

House Passes Tax Relief Package With Key Benefits for Small Businesses and Franchises

house-passes-small-business-tax-relief-bill-2025

The Ultimate Guide to Selling Franchises: How To Create a Strong Incentive

how-to-build-strong-incentives-to-attract-prospective-franchisees

The Ultimate Guide To Selling Franchises: How to Leverage Franchise Expos

how-franchisors-can-leverage-franchise-expos-to-drive-success

How Franchise Brands Can Prepare for the Rise of AI-Driven Advertising

how-franchise-brands-can-prepare-for-the-rise-of-ai-driven-advertising

The Ultimate Guide to Selling Franchises: How to Position Your Value Proposition

The Ultimate Guide to Selling Franchises: How to Position Your Value Proposition — Point of Differentiation

how-to-position-your-value-proposition-with-a-point-of-differentiation

How Car Sales Taught Buddy's Home Furnishings’ Mitchell Lee the Secrets of Franchise Development

how-car-sales-taught-buddys-home-furnishings-mitchell-lee-the-secrets-of-franchise-development

What You Need To Know About Low-Cost Franchise Opportunities

what-you-need-to-know-about-low-cost-franchise-opportunities

Sola Salons Franchisee Grows Salon Freedom Into a Multi-State Powerhouse 

sola-salons-franchisee-grows-salon-freedom-into-a-multi-state-powerhouse

Dan Yangas Brings Family Flooring Legacy Full Circle With Footprints Floors Franchise in Naperville 

Dan Yangas Brings Family Flooring Legacy Full Circle With Footprints Floors Franchise in Naperville, Illinois

dan-yangas-brings-family-flooring-legacy-full-circle-with-footprints-floors-franchise-in-naperville-illinois

Franchisee spotlight graphic with photo of Sean Phelan & Caring Transitions logo

From Tech to Transitions: Why This Caring Transitions Franchisee Left the Corporate World To Help Families Navigate Life’s Hardest Moves

sean-phelan-caring-transitions-franchise-austin

Top Franchise Legal Players: Mackenzie Dimitri and Richard Bayer, Einbinder & Dunn LLP

MORE STORIES LIKE THIS