Related Practices

Admitted to Practice

California
New York

Rochelle Spandorf

Partner

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Los Angeles

T213.633.6898

F213.633.6899

Shelley Spandorf is a nationally recognized business franchise and distribution attorney with more than 30 years of experience representing franchisors, manufacturers, licensors, suppliers, franchisees, and distributors in their domestic and international expansion and strategic development. Shelley concentrates her practice on a broad spectrum of transactional and regulatory issues for clients in all industry sectors, from startups to mature public companies. Shelley assists clients with their contracts and legal compliance including preparing franchise disclosure documents, domestic and international franchise and distribution agreements, and registration filings. She counsels clients on franchise sales compliance duties and conducts in-house compliance training programs. She counsels franchise and non-franchise distribution systems on a broad array of operating issues ranging from contract enforcement to trademark protection, relationship disputes, antitrust and pricing matters, terminations and transfers, mergers and acquisitions, and implementation of system-wide changes.

Shelley has advised numerous companies on the issue of whether a particular commercial arrangement is a franchise. With significant experience on this issue, she not only has served as an expert witness in litigation, but has helped dozens of companies evaluate restructuring alternatives to avoid regulation as a franchise. Shelley supplies strategic litigation support in cases where franchise status is an issue and represents clients in mediations and before government agencies in addition to serving as a mediator of franchise disputes.

Shelley assists companies in the acquisition of franchise systems and corporate financing by providing franchise due diligence reviews and lead counsel services. On behalf of franchisees and area developers, Shelley assists with the acquisition and sale of franchise rights and various transactional assignments.

Shelley is nationally ranked by Chambers US as one of the leading U.S. franchise attorneys and recognized as a certified specialist in franchise and distribution law by the California State Bar.

Representative Experience

Distribution counsel for Grocery Outlet, Inc.

Outside distribution counsel to the nation's largest grocery extreme-value retailer.

Distribution counsel for Roll International

Distribution counsel, including contract and regulatory advice, to supplier of Fiji Water.

Franchise counsel for AAMCO

Outside franchise counsel providing strategic advice regarding new franchisee initiatives, franchise sales compliance and various operating matters.

Franchise counsel for Ace Duraflo Systems, LLC

Franchise counsel to this pipe restoration franchise system that includes a license to use patented technology.

Franchise counsel for CBTL Franchising, LLC (dba Coffee Bean & Tea Leaf)

Outside counsel providing advice regarding domestic licensing and restaurant industry legal issues to this international franchisor of the Coffee Bean & Tea Leaf chain.

Franchise counsel for Gala Corporation

Legal counsel to multi-unit developer/franchisee of Applebee's, Famous Dave's, and Del Taco restaurants.

Franchise counsel for Glamour Secrets Fashion Corporation

Franchise counsel to the U.S. affiliate of the Canadian franchisor of retail beauty supply and salon services regarding contract, lease and other operating issues in the U.S.

Franchise counsel for McKesson Corporation

Outside franchise counsel to Fortune 15 company in connection with its Health Mart franchise system, a network of over 2,000 franchised pharmacies.

Franchise counsel for South Bay Soup Corporation (dba Pho Hoa)

Franchise counsel, including contract and regulatory advice, to Pho Hoa restaurant chain.

General counsel for Pink’s

General counseling and advice to an iconic Los Angeles brand in its strategic expansion into hotels, casinos, airports, and other non-traditional venues.

Outside distribution counsel for Garrett Brands

Negotiation of area development and unit license deal for expansion of Garrett Popcorn Shops in Japan, and a specialty manufacturing and packaging agreement with a global market leader for snack foods to create new popcorn taste profiles for Japanese consumers.

Outside franchise counsel for Charles Schwab & Co.

Serve as outside franchise counsel and advice, including sales compliance, recruiting, marketing, and operational matters, to Charles Schwab & Co., the nation’s largest retail brokerage company. The Schwab franchise program is one of the first comprehensive securities brokerage franchises of its kind in the United States.

Outside franchise counsel for D.O.G. Development

Provide strategic advice to company in connection with its Camp Bow Wow and Home Buddies franchise programs, including franchise sales compliance counseling, contract enforcement, franchise terminations, franchisee bankruptcy and loan workouts, and litigation.

Distribution counsel for Red Bull North America

Distribution counsel, including contract and regulatory advice, to U.S. supplier of Red Bull energy drink.

Franchise counsel for New Horizons Franchise Corporation

Franchise counsel, handling a broad spectrum of issues for this international publicly traded franchisor of computer training centers.

Professional & Community Activities

Commissioner, State Bar of California, Franchise and Distribution Law Advisory Commission, 2009-current
Co-chair, Los Angeles Business Franchise Network, 2009-current
Southern California Women’s Franchise Network, 2006-2008
Board of Editors, Franchising Business & Law Alert
Franchise Law Certification Committee, California Board of Legal Specialization, 2005-2007
Chair, Franchise Law Committee, Business Law Section, California State Bar, 1987-1988; 2001-2002
Chair, Forum on Franchising, 1995-1997; Member, Governing Committee, 1992-1999 – American Bar Association
Executive Committee, California State Bar, 1990-1993
Board of Trustees, Crohn’s & Colitis Foundation, Los Angeles/Orange County Chapter

Professional Recognition

Certified Specialist in Franchise and Distribution Law, State Bar of California Board of Legal Specialization, 2009
Nationally ranked by Chambers USA among franchise attorneys, 2007 (first year of ranking), 2008, 2009, 2011, 2012
Selected to the International Who's Who of Franchise Lawyers, 2003-2008
Selected to “Southern California Super Lawyers,” Thomson Reuters, 2004-2007, 2010-2013
Named one of the "Best Lawyers in America" in Franchise Law by Best Lawyers, 2008-present
Selected as a "Franchise Times Legal Eagle" for 2011 and 2013 by Franchise Times Magazine