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Rochelle Spandorf

Shelley Spandorf is a nationally recognized business franchise and distribution attorney with more than 35 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 advises 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 involving franchise agreements or 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 and non-franchise distribution systems and corporate financing by providing franchise due diligence reviews and lead counsel services. On behalf of franchisees and area developers, Shelley also assists with the acquisition and sale of franchise rights and handles a broad range of transactional projects.

Shelley is nationally ranked by Chambers USA 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. In 2013, Who’s Who Legal identified Shelley as one of the ten most highly regarded individuals in franchise law in the world, and the only woman earning this distinction in the U.S.

Representative Experience

Boiling Crab Franchise Corp.

Outside franchise counsel to Boiling Crab Franchise Corp. and its affiliates, which operate The Boiling Crab restaurants and franchise network.

Project Pie Franchising, LLC

Outside franchise counsel to the franchisor of Project Pie, a fast-casual artisan custom-built pizza concept, with U.S. and international locations.

Plaintiff’s expert witness in United Studios of Self Defense, Inc. v. Ducati

Served as plaintiffs’ expert witness in a lawsuit filed against a former franchise owner of a USSD franchise karate studio that breached its franchise agreement when it rebranded its studio without justification. The engagement has expanded to include providing plaintiff’s law firm with litigation support on the franchise law issues.

Pine River Capital

Represented Pine River Capital in the evaluation of a target company in the franchise temporary staffing business.

Grocery Outlet, Inc.

Represented Grocery Outlet Inc. in its private equity investment by Berkshire Partners.

Grocery Outlet, Inc.

Grocery Outlet Inc. in private equity investment by Hellman & Friedman.

Red Bull North America

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


Outside distribution counsel to the global nutrition and weight management company.

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.

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.

New Horizons Franchise Corporation

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


Strategic advice to international franchisor of upscale yogurt retail chain.

Grocery Outlet, Inc.

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

Roll International

Distribution counsel, including contract and regulatory advice, to supplier of FIJI brand water.

Ace Duraflo Systems, LLC

Franchise counsel to this pipe restoration franchise system licensing patented technology.

South Bay Soup Corporation (dba Pho Hoa)

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


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

Garrett Brands

Negotiation of area development and unit license deal for expansion of Garrett Popcorn Shops.

Professional & Community Activities

  • Commissioner, State Bar of California, Franchise and Distribution Law Advisory Commission, 2009-2012
  • Co-chair, Los Angeles Business Franchise Network, 2009-2013
  • 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

  • Named one of 10 U.S. "Thought Leaders" in Franchise Law by Who's Who Legal, 2017
  • Named one of the 10 "Most Highly Regarded Individuals" in Franchise Law internationally by Who's Who Legal, 2013
  • Certified Specialist in Franchise and Distribution Law, State Bar of California Board of Legal Specialization, 2009
  • Nationally ranked by Chambers USA among franchise attorneys, 2007-2018
  • Selected to the International Who's Who of Franchise Lawyers, 2003-present 
  • Selected to “Southern California Super Lawyers,” Thomson Reuters, 2004-2007, 2010-2018
  • Named one of the "Best Lawyers in America" in Franchise Law by Best Lawyers, 2008-present
  • Selected by Best Lawyers as Los Angeles' "Lawyer of the Year" in Franchise Law, 2017
  • Selected as a "Franchise Times Legal Eagle" by Franchise Times Magazine, 2011-present 
Shelley Spandorf named Legal Eagle by Franchise Times Magazine
"With Rochelle we get the highest levels of legal representation from a professional who truly cares about their clients."  -Client Quote, Chambers USA 2018