Carl E. Zwisler

Carl Zwisler focuses his practice on advising franchisors, manufacturers, and investors in structuring, negotiating, and enforcing domestic and international franchise, licensing, distribution, and acquisition agreements. He has assisted executives and general counsel in more than 85 industries or industry segments with creative solutions for developing and implementing business expansion strategies. With more than 35 years' experience, Carl has worked with clients in every phase of domestic and international franchising, licensing, and distribution programs, frequently advising companies entering the U.S. market and U.S. companies expanding abroad. Carl is the editor of Lathrop GPM’s Global Franchise Regulation Update – a comprehensive update on international regulatory developments compiled from publications and correspondence with franchise counsel throughout the world, published 3 times annually. 

Carl also represents specialty pharmacies and other health care providers on issues relating to health care plan provider agreements.

Representative Experience

• Representation of companies expanding through master franchising, area development franchising, international franchising, management contracts, joint venture agreements, licensing agreements and product distribution arrangements throughout the world
• Representation of foreign companies entering U.S. markets as franchisors
• Representation of companies in the acquisition and merger of franchising companies
• Advising start up and mature franchisors in structuring and refinancing franchise programs
• Negotiation of international agreements for franchisors, master franchises, area developers, manufacturers, and distributors
• Advice regarding avoidance of franchisor joint employer/vicarious liability claims
• Advice regarding SBA franchise lending criteria
• Representation of health care providers confronting termination of provider agreements

• District of Columbia

• The Best Lawyers in America©
• The International Who’s Who of Franchise Lawyers
• Who's Who Legal Thought Leaders: Franchise
• Chambers USA: America's Leading Lawyers for Business, Franchise, 2019 - 2020
• Chambers Global, Franchising, Notable Practitioner, 2011–present
• Legal Eagles Hall of Fame, Franchise Times
• “Legal Eagle,” Franchise Times
• “Washington, DC Super Lawyer,” Super Lawyers
• International Franchise Association Distinguished Service Award
• "20 of the Keenest Legal Minds in Global Franchising," Global Franchise Magazine

• Member, Maryland Attorney General’s Franchise Advisory Committee, 2013–present
• IFA-Chair, SBA Franchise Registry Task Force 2012–2017
• Member, IFA International Long Range Planning Task Force, 2013
• International Distribution Institute, U.S. Franchise Law Expert, 2008–present
• IFA Board of Directors, 1990
• IFA International Committee, 2000–present
• IFA Supplier Forum Advisory Board, Chair, 1990; Founding Member, 1985–present
• IFA Legal/Legislative Committee, Member, 1975–present
• International Franchise Expo Master Franchising Symposium, Chair, 1992–2010
• IFA, Marketing and Public Relations Committee, Member, 1993–2009
• American Bar Association, Forum on Franchising, Founding Member of International Franchising and Distribution Division, 2005–2007
• IFA, chief staff counsel/general counsel, 1975–1983

• Saint Andrews Episcopal School, Parent Diversity Committee, 2006–2008
• Barker Foundation, Board of Trustees, 1999–2003
• American Adoption Agency, Board of Directors, 1996–1999

• Editor, Global Franchise Regulatory Update, Lathrop GPM, 2018-2020
• Featured, A Guide to Comprehensive Counsel: Navigating New Markets, Global Franchise, April 2020
• Co-Author, Tennessee Federal Court Grants Temporary Restraining Order In Favor or Juice Bar. Emphasizes Need to Show Independent Economic Value of Franchisor's Confidential Information, Asia Franchise & Business Opportunities, April - June 2020
• Author, Saudi Arabia’s New Comprehensive Franchise Law, Franchising World, December 2019
• Author, Franchise Advisory Councils and Franchise Associations Are a Fact of Life in North America, Asia Franchise & Business Opportunities, July 2019
• Author, Proposed Netherlands Franchise Law, International Franchise Association, July 2019
• Author, Is Mandatory Mediation the Best Approach to Franchise Dispute Resolution? Asia Franchise & Business Opportunities, October 2018 
• Author, Clearing the Fog About FDD Readability, The Franchise Lawyer, October 2018
• Author, U.S.A.: Franchise Anti-poaching Agreements Under Attack in U.S., International Distribution Institute, September 2018
• Author, How to Divorce Your Master Franchisee, Global Franchise Magazine, April 2018
• Author, 2018 Franchise Legal Players, 1851 Franchise, April 2018
• Author, The Formula for Success in International Master Franchising, Asia Franchise & Business Opportunities, October 2017
• Author, Foolproof Master Franchising, Global Franchise, May 2017
• Author, U.S.A.: Trump administration and Republican Controlled Congress and State Legislatures Signal change in rush to find franchisors are joint employers of franchisees’ employees, International Ditribution Institute, March 2017
• Author, A Proposed Mandatory Summary Franchise Disclosure Document: A Solution in Search of a Problem, Franchise Law Journal, Volume 36, Issue 3, January 2017 
• Author, Franchising into the U.S. from Abroad: Quantifying the Cost of Regulatory Compliance,” Franchising World, September 2016
• Author, Want to Franchise Your Business? How to Select the Lawyers and Consultants You Will Need, IBA Newsletter, August 2016 
• Author, U.S. Franchise Decisions Show the Benefits of Retaining Qualified Legal Counsel Before Selling Franchises, Asia Franchise & Business Opportunities, February 2016 
• Co-Author, Can Insurance Coverage Reduce or Eliminate Joint Employer Risks in Franchising?, 1851 Franchise, February 2016 
• Author, Amendments to California Law Require Franchisors to Buy Franchisees’ Assets When Terminating Franchise Agreements in Compliance with Law, and Mandate Written Standards for Disapproving Transfers, International Distribution Institute News, January 2016
• Author, New California Law Requires Franchisors Terminating for Good Cause to Purchase Assets from Terminated Franchisees: Requires Written Transfer Standards, Asia Franchise & Business Opportunities, January 2016
•  Author, Avoiding Common Mistakes in International Franchising, International Journal of Franchising Law, Volume 14, January 2016
• Author, How California AB 525 Became the Most Problematic Franchise Law in America,” 1851 Franchise, December 2015
• Author, NLRB for Franchising Explained, 1851 Franchise, November 2015
• Author, Planning for Trademark Protection Issues in International Franchising, Asia Franchise and Business Opportunities, July 2015
• Author, Legal and Regulatory Considerations in Global Franchising, Franchising World, June 2015 
• Author, U.S.A.: Appellate Court Reverses Lower Court's Finding that Franchise Agreement Was Renewable in Perpetuity, International Distribution Institute, October 2013
• Author, U.S.A.: Quick Service Pizza Franchisor Faces Class Action Lawsuit for Unsolicited Text Message Advertising, International Distribution Institute, February 2013 
• Author, U.S.A.: Recent Decisions Find that Cleaning System Franchisees Should be Classified as Employees Under Massachusetts Law, International Distribution Institute, November 2012
• Author, EU Franchising Directive Proposed, IFA FranBlog, May 2012
• Author, USA: Enforcing Post-Termination Covenants Not to Compete, International Distribution Institute Newsletter, September 2011
• Author, Amended ICC Model International Franchise Contract Is Problematic For Franchising, Franchising World, August 2011
• Author, Key Trends In Franchise Law In 2011: Enforceability Of Pre-Dispute Arbitration Agreements, Franchising Business & Law Alert, February 2011
• Author, Do-It-Yourself Franchise Documents: What You Don’t Know Can Hurt You, AllBusiness, July 2010
• Author, USA: California and Montana Courts Invalidate Common Franchise Arbitration Provisions, International Distribution Institute Newsletter, May 2010
• Author, The Proposed US Arbitration Fairness Act Would Abrogate UN Arbitration Treaty and Force US Franchisors to Enforce and Defend Claims Only in Foreign Courts, International Franchising Newsletter, May 2010
• Author, Selecting a Format for International Franchising, chapter in International Franchising: A Practitioner’s Guide, Globe Law and Business, May 2010
• Author, U.S.A: New Jersey Expands Coverage of its Franchise Practices Act, International Distribution Institute Newsletter, April 2010 
• Author, Match Your Brand to the Best International Market, Franchising World, March 2010 
• Author, Tips for Taking your Franchise Outside the U.S.: Going with Master Franchisees, Franchise Times, November 2008 
• Author, Identifying, Avoiding & Dealing with a Failing Franchisor, Asia Franchise and Business Opportunities, October 2008
• Author, The New Rule and Your Practice: Franchise Rule Eases International Franchising, Franchise Law Journal (Vol. 26, No. 4), May 2007 
• Author, Revised U.S. Franchising Rule—A Boon to International Franchisors, Newsletter of the International Franchising Committee of the Legal Practice Division of the International Bar Association (Vol. 11, No. 1), May 2007
• Author, The U.S. Lowers the Bar for UK Entrants, Franchise World, April 2007 
• Author, Amended FTC Franchise Rule Eases International Franchising, Franchising World, April 2007 
• Author, Long Awaited Amended Franchising Rule Arrives, IndUS Business Journal, March 2007 
• Author, Franchising Rides Wave of Economic Expansion in Asia and Pacific Rim, Franchising World, March 2007
• Author, How Franchisors Have Failed at International Franchising, Franchise Update, January 2007
• Author, How U.S. Laws Regulate Franchising, Institute for Certified Franchise Executives Study Guide, January 2007 
• Author, How U.S. Laws Regulate Franchising, Institute for Certified Franchise Executives Study Guide, January 2007 
• Author, Franchising Basics: The Official IFA Course, franchise.org, November 2006
• Author, Why Can’t your Business Be Successfully Franchised?, Hispanic Trends, June 2006 
• Country Editor for Japan, South Korea and Taiwan; International Franchise Sales Laws, ABA Forum on Franchising, January 2006
• Author, Lessons From The Past. How Franchisors Have Failed At International Master Franchising And What They Can Do To Succeed In The Future," Franchise Update, January 2006
• Author, New China Franchise Law Impedes Franchising by Foreign Companies, Franchise Update, June 2005 
• Author, Finding the Right International Master Franchise Partner, Franchising World, April 2005
• Author, The 2002 Model Franchise Agreement: What Smart Franchisors Are Thinking About Changing and Why, Franchising World, May 2002
• Author, Master Franchising: Selecting, Negotiating, and Operating a Master Franchise, Commerce Clearing House, January 1999

• Presenter, "Israel’s Threatened West Bank Annexation: Sustaining Distributorship and Franchise Rights Amidst Uncertainty," West Bank American Chamber of Commerce, August 26, 2020
• Panelist, "Series VI," Global Franchise Leaders Forum, July 24, 2020
• Presenter, "Sustaining Local Jobs and Economic Stability: Franchising Under COVID-19," U.S. Department of Commerce/Commercial Law Development Program, June 16, 2020
• Presenter, "How Franchisors and Franchisees Around the World are Dealing with COVID-19," US Commercial Services Franchise Team, May 13, 2020
• Presenter, "Global Franchise Regulatory Update," Front Consulting International Meeting, February 11, 2020
• Presenter, "Global Franchise Regulatory Update," IFA Annual Convention: International Committee, February 2020 
• Facilitator, "Roundtables on International Franchising: Reducing Legal Fees," IFA Annual Convention, February 2020
• Presenter, "Franchise Global Regulatory Update," IFA International Committee, September 9, 2019
• “Competing Perspectives of Post-Termination Obligations in Cross-Border Distribution and Franchise Agreements,” International Distribution Institute Conference, Lake Como, Italy, June 14, 2019
• “International Expansion Through Master Franchising: Is It Always the Right Approach?” co-speaker, International Franchise Expo, New York City, June 2019
• “The First Five Top Issues for Starting a Cannabis Franchise,” IBA/IFA Joint Conference, Washington, D.C., May 8, 2019
• “International Franchising — What You Need to Know Before You Start,” Georgetown University Center for Continuous and Professional Education, Washington, D.C., May 2019
• "Pathways to International Expansion," Selling Franchises Boot Camp, Palm Beach Atlantic University, West Palm Beach, FL, January 23, 2019
• “International Franchising in the 21st Century,” U.S. Department of Commerce, U.S. Commercial Law Development Program, March 2018
• "What's New and What's Next - The New Administration and Beyond," ABA Forum on Franchising, Palm Desert, CA, October 18, 2017
• “Negotiating Your First International Franchise: Achieving Success by Avoiding the Big Mistakes,” International Franchise Exposition, New York, NY, June 16, 2017
• “Selecting the Best Franchise Structure for Domestic and International Expansion,” International Franchise Exposition, New York, NY, June 15, 2017
• "Master Franchising: Is It Right For You?" EFF International Franchising Symposium, London, March 17, 2017
• “Mastering Master Franchising: Avoiding Pitfalls and Creating Successful International Master Franchisees,” International Franchise Association Convention, Las Vegas, Nevada, January 2017
• “Limiting Access to the Internet by Franchisees: The EU v. U.S. Approach,” International Distribution Institute Annual Conference, Torino, Italy, June 15, 2016
• “Coming to America: Exporting a Franchise to the U.S.,” International Franchise Exposition, New York, NY, June 3, 2016
• “What Franchisors and Prospective Franchise Partners Need to Know When Expanding to a New Country: Learning from the Mistakes of Others,” International Franchise Exposition, New York, NY, June 2, 2016
• “The Basics of International Master Franchising,” U.S. Department of Commerce, U.S. Commercial Law Development Program, New York, NY, June 1, 2016
• “Understanding And Budgeting For Legal And Regulatory Issues In International Franchising” Webinar, International Franchise Tool Kit, March 17, 2016
• “Coming to America: Exporting a Franchise to the U.S.,” International Franchise Association Convention, San Antonio, Texas, February 20, 2016
• “Bringing Your Brand to the U.S. – Legal Issues: Understanding the Process, Time and Cost,” International Franchise Association Convention – German Delegation, San Antonio, Texas, February 20, 2016
• “What Franchisors and Their Prospective Franchise Partners Need to Know When Expanding to a New Country: Learning From the Mistakes and Successes of Others,” International Franchise Exposition, New York, NY, June 19, 2015
• International Franchise Expo 2015, June 18, 2015
• “Franchise 2.0: Tools for Taking your Franchise Model to the Next Level,” International Franchise Exposition, New York, NY, June 18, 2015
• “Strategies for Franchising into the U.S. Market,” International Franchise Exposition, New York, NY, June 18, 2015
• “Avoiding Common Mistakes in International Franchising,” IFA Legal Symposium, May 24, 2015
• “Franchise 2.0: Tools for Taking Your Franchise Model to the Next Level,” IFA Franchise Expo South, February 24, 2015
• “10 Commandments of Franchise Sales,” IFA Franchise Expo South, January 2013, January 2012; West Coast Franchise Expo, October 2012, February 24, 2015
• “Using Franchise Disclosure Documents to Evaluate an International Franchise Transaction,” CLDP Franchise Program for Tunisian Bankers, Las Vegas, Nevada, February 16, 2015
• “Selecting the Right International Franchising Market,” International Franchise Association Convention, Las Vegas, Nevada, February 16, 2015
• International Franchise Association Annual Convention 2015, February 15, 2015
• Franchise Expo South 2015, February 5, 2015
• “Area Development or Master Franchising? How to Choose the Best International Franchising Strategy,” U.S. Commercial Service Program, Abu Dhabi, November 2014
• “Using a Domestic Franchise Disclosure Document to Evaluate an International Franchise,” U.S. Commercial Service Program, Abu Dhabi, November 3, 2014
• “What You Need to Know About U.S. Franchise Laws Before Recruiting Franchisees in the U.S.,” International Franchise Expo, April 2014
• “Managing a Franchise Business and Strategic Growth Planning: Evaluating Expansion Alternatives,” Georgetown University Center for Continuing and Professional Education, 2007-present
• International Franchise Expo 2014, June 19, 2014
• “International Franchising Basics For U.S. Commercial Service Officers,” International Franchise Expo, June 19, 2014
• “The Basics of International Franchising,” U.S. Department of Commerce Commercial Law Development Program, Department of Commerce, U.S. Services Exports Training, June 19, 2014
• “What Franchisors And Prospective Franchise Partners Need To Know When Expanding To A New Country: Learning From The Mistakes Of Others,” International Franchise Expo, June 19, 2014
• “Exporting a Franchise to the United States on a Budget,” International Franchise Expo, June 2014, June 2013
• “Master Franchising: How to Negotiate and Evaluate a Master Franchise,” U.S. Department of Commerce, Commercial Law Development Program, New York, NY, June 19, 2014
• “How to Evaluate a Master Franchise,” U.S. Department of Commerce, U.S. Commercial Services Training Program, June 19, 2014
• “Legal Issues for International Franchisors,” U.S. Department of Commerce, U.S. Commercial Services Training Program, Washington, D.C., June 19, 2014
• “Selecting, Negotiating and Operating a Master Franchise: Strategies to Insure Success,” U.S. Department of Commerce, Commercial Law Development Program, New York, NY, June 19, 2014
• “The Basics of International Master Franchising,” U.S. Department of Commerce Commercial Law Development Program, New York, NY, June 2, 2014
• “International Master Franchising Basics for U.S. Commercial Services Officers,” U.S. Department of Commerce, U.S. Commercial Services, Training Program, Washington, D.C., June 2, 2014
• International Franchise Association Annual Convention 2014, February 22, 2014
• “International: Setting Fees and Development Schedules, Enforcing Agreements and Preparing for Changes in Master Franchise Agreements,” IFA 54th Annual Convention, New Orleans, LA, February 22, 2014
• International Franchise Expo 2013, June 19, 2013
• “Vicarious Liability of the Franchisor for Acts and Omissions of the Franchisees and Their Employees,” IDI Conference, Venice, June 2013
• “Getting it Right: Developing an International Growth Strategy that Reflects your Company’s Goals, Risk Tolerance and Resources,” International Franchise Expo, June 2013
• “Selecting the Best Franchise Structure for Domestic & International Expansion,” International Franchise Expo, June 2013
• “Exporting a Franchise Network to the USA Legal and Business Issue,” ABA, April 2013
• “Structuring a Franchise to Expand Internationally,” IFA 53rd Annual Convention, Las Vegas, Nevada, February 2013
• “How to Take Advantage of International Franchising Opportunities in Latin America,” IFA Franchise Expo South, January 2013
• “Beyond Single Unit Franchising: Expanding Franchise Systems Through Multiple Unit and Third Party Arrangements,” IFA International Franchise Expo, January 2013, January 2012, April 2011, January 2010; Franchise Expo South, January 2011, January 2009
• “Termination of Master Franchise Agreements: Contractual Solutions Which May Help to Overcome the Critical Issues,” IDI Conference, Venice, May 2012
• “If I Knew Then What I Know Now: War Stories From International Franchising Professionals,” moderator, IFA Annual Convention, February 2012
• “Exporting a Franchise to the United States: How to Deal with the Legal and Business Issues and Establish a Successful Franchise Program,” IFA Franchise Expo South, Miami Beach Convention Center, January 2012
• “Expanding a Franchise Network Into the USA Legal and Business Issues,” IDI Conference, June 2011
• “The ICC Model Franchise Contract,” IDI Conference, June 2011
• “International Franchising Basics for U.S. Commercial Service Officers: Franchise Team Training,” Washington DC Convention Center, March 2011
• “International Expansion Strategies—Choosing the Right Approach,” moderator, IFA 51st Annual Convention, Las Vegas, Nevada, February 2011
• “How Franchise Sales Laws Affect the Franchise Sales Process,” Washington, DC Economic Partnership Program—DoingBusiness2.0: Starting A Franchise, January 2011
• “What International Companies Need to Know About Franchise Law,” HIPMI—Indonesian Young Entrepreneurs Association, International Franchise Association, Washington, DC, December 2010
• “Establishing an Effective 3-Party Franchise Program,” Maryland State Bar Franchise Law Committee, November 2010
• “International Franchising on a Budget: How to Anticipate and Avoid Common Challenges in New Markets,” IFA Wednesdaywise Webinar, July 2010
• “Controlling the Franchisee’s Location: Legal and Business Issues for International Franchisors,” moderator, International Distribution Institute Annual Conference, Torino, Italy, June 2010
• “Internet Sales Under the New Block Exemption Regulation: The United States Perspective,” International Distribution Institute Annual Conference, Torino, Italy, June 2010
• “Lease of the Premises by a Third Party with Option in Favor of Franchisor,” moderator, International Distribution Institute Annual Conference, Torino, Italy, June 2010
• “Selecting, Negotiating, and Operating a Master Franchise: Strategies to Insure Success,” moderator, International Franchise Expo, April 2010, March 2009, U.S. Department of Commerce, Commercial Law Development Program, April 2010
• “Inside The Deal: Avoiding Critical Mistakes in Negotiating a Master Franchise,” moderator, International Franchise Expo, April 2010
• “Do Disclaimers in FDDs and Franchise Agreements Still Preclude Franchisee Fraud Claims?” Maryland State Bar Association Franchise Committee, April 2010
• “Budgeting for Successful International Franchising,” International Franchise Expo, April 2010
• “Budgeting and Planning for International Expansion,” moderator, 50th Annual IFA Convention, San Antonio, Texas, February 2010
• “Seizing International Opportunities in Today’s Environment: Five Ways to Maximize your Return on Investment Through International Franchising,” Franchise Expo South, Miami, Florida, January 2010
• “Master Franchising: Selecting, Negotiating and Operating a Master Franchise,” Symposium Chair and Moderator, International Franchise Expo, Washington, DC, January 2010
• “Exploring Master Franchising as an International Growth Strategy,” moderator, International Franchise Expo, March 2009
• “Best Practices in Legal Services for Your International Expansion,” moderator, 2009 IFA Annual Convention, February 2009
• “International Development in Uncertain Times: Where Does it Fit in Your Strategic Plan?,” Franchise Expo South, Miami, Florida, January 2009
• “Financial Structure of the Deal,” IFA International Symposium on Franchising, November 2008
• “Exporting a Franchise to the United States,” 2nd Brazil Franchise Association (ABF) Legal Symposium, Sao Paolo, Brazil, September 2008
• “Strategies in International Expansion,” IFA Legal Symposium, May 2008
• “Franchising in China: How to Do it Under the New Regulations,” ABA Forum on Franchising Teleseminar, April 2008
• “Planning and Budgeting for International Master Franchising,” International Franchise Expo, April 2008
• “Elements of Successful International Master Franchising,” Panel Moderator, International Franchise Expo, April 2008
• “The Basics Of International Master Franchising,” Department of Commerce Commercial Law Development Program, April 2010, 48th Annual IFA Convention, February 2008
• “From Brazil to the United States: Franchising Into the U.S.A.,” Brazilian Pavilion Business Seminar, February 2008
• “Planning for International Expansion: Considerations for the Opportunistic Franchisor,” Franchise Expo South, January 2008
• “How the Amended FTC Franchise Rule Knocks Down Barriers to Franchising into the USA,” IFA/BFA International Symposium on Franchising, London, England, October 2007
• “Franchising Legal Issues: Central America, Caribbean, and North America,” Access to Opportunity in Central America and the Caribbean International Investment Conference, San Salvador, El Salvador, May 2007
• “International Franchising in an Unclear and Uncertain Legal Environment,” American Bar Association 29th Annual Forum on Franchising, October 2006
• “The Illusory Promise of Franchise Renewals,” The Maryland State Bar Association Franchise and Distribution Law Committee, September 2006
• “International Summit: Are You Ready for International Expansion?,” IFA 46th Annual International Franchise Convention, February 2006
• “Franchising Across the Rio Grande: Finding the Opportunities, Minimizing the Risk,” IFA and Mexican Franchise Association (AMF), Mexico City, Mexico, February 2006
• “Practices and Provisions Which Enable Success in Master Franchising,” New England Franchise Business Network, November 2005
• “Accelerated Growth Through Three-Party Franchising,” West Coast Franchise Expo, November 2005
• “Franchisor Enforcement Issues in Three-Party Agreements,” The Maryland State Bar Association Franchise and Distribution Law Committee, September 2005
• “Globalizing Malaysian Franchises,” Department of Entrepreneur and Cooperative Development, Kuala Lumpur, Malaysia, September 2005
• “Master Franchise Agreements as a Domestic Growth Vehicle,” IFA Legal Symposium, May 2005
• “The Basics of Master Franchising,” International Franchise Expo, April 2005
• “Pricing Right for Global Master Franchising,” IFA 45th Annual International Franchise Convention, March 2005
• “How Franchisors Determine Master Franchise Fees,” International Franchising: A Public/Private Partnership, April 2004