Max J. Schott, II

For more than 25 years, Max has practiced primarily in the area of franchise and distribution law, counseling clients ranging from startups to nationally recognized franchisors with multiple brands. Max assists clients in structuring their domestic and international franchise programs. He also advises clients on issues of disclosure and registration, relationship matters, supply chain maintenance, advertising, licensing, and acquisitions.

Clients value Max’s practical insight and problem-solving acumen, rooted in both his extensive legal experience and a deep understanding of the unique business realities facing his clients. Max also frequently writes and speaks on franchise-related topics, both locally and nationally, and is the former Editor-in-Chief of The Franchise Lawyer. Max was awarded the Certified Franchise Executive™ designation by the International Franchise Association.

Representative Experience

  • Working with franchisors to prepare and update franchise disclosure documents, and file and maintain all related state registrations.
  • Strategizing and consulting with franchisors to prepare meaningful financial performance representations.
  • Negotiating and preparing agreements on behalf of franchisors and distributors, including franchise agreements, development agreements, area representative agreements, distribution agreements, test agreements, management agreements, confidentiality and noncompete agreements, licensing agreements, advertising agreements and supply chain agreements.
  • Assisting clients with conversion from a license model to a franchise model, and addressing potential “accidental franchise” issues.
  • Structuring distribution systems to avoid application of franchise and business opportunity laws
  • Assisting franchisors in the acquisition or sale of franchise systems, or the reacquisition of rights from existing franchisees.
  • Negotiating and preparing international agreements for franchisors and distributors.

Court Memberships

  • Minnesota
  • U.S. District Court for the District of Minnesota


  • Chambers USA: America's Leading Lawyers for Business, Franchise, 2011–2019
  • “Legal Eagle,” Franchise Times, 2007–2019
  • “Legal Eagles Hall of Fame,” Franchise Times
  • The International Who’s Who of Franchise Lawyers, 2011–2019
  • “North Star Lawyers,” Minnesota State Bar Association, 2012, 2014–2018
  • “Rising Star,” Law and Politics, 2001–2002, 2005–2006
  • The Best Lawyers in America©, 2016–2019


Professional Affiliations

  • American Bar Association, Forum on Franchising;
  • Former Editor-in-Chief, The Franchise Lawyer
  • International Franchise Association;
  • Member of Legal/Legislative Committee
  • Minnesota State Bar Association
  • Hennepin County Bar Association

Community Involvement

  • The Advocates For Human Rights, board member 2010-2018, member of Development Committee, longtime volunteer attorney

Press releases

Legal alerts

Photo of Max J. Schott, II
  • Minneapolis

    80 South Eighth Street
    500 IDS Center
    Minneapolis, MN 55402
F: 612.632.4327


Jayme D’Heilly


University of Iowa College of Law, J.D., with distinction, 1993

Grinnell College, B.A.