Hotels/Motels & Commercial Transactions
Sharma Law Group offers reliable legal support for small to mid-size businesses. Our legal practice is extensively devoted to help and protect businesses. We help you starting a new venture or handling a complex transaction. We have the experience and knowledge to meet all your business needs. We provide legal services to both domestic and overseas clients with:
Business Entity Formation:
We consult and work very closely with the owners of businesses to select the type of organization that best suits their business needs. We fully explain to you the pros and cons of organizing as C Corporation, S Corporation, Limited Liability Company (LLC) or a Limited Partnership (LP), We also explain the advantages of corporate form and these being, act as a separate legal entity, shareholders have limited liability, corporate existence continues although share ownership changes and corporate ownership is freely transferable.
As the corporation existence begins with the filing with the respective Secretary of State, we professionally draft and file all the required documents. We also help in obtaining the Federal Tax ID number, filing business registration with the state. We guide you to keep your Corporation resolutions and other documents intact and explain to you the legal importance of maintaining Corporations’ documents updated. We also explain to you that the board of directors and common shareholders may amend or adopt bylaws by majority vote. Further, the bylaws must not conflict with articles or state law.
Franchisee Ownership, Investor and Management Structure
We work closely with developers and entrepreneurs to determine: Ownership structure between equity participants and prepare shareholder, operating, and investor agreements, new construction or conversion of an existing hotel/motel as franchise facility required review of franchise agreement presented by the franchisor.
- BRAND PERFORMANCE BASED ADVERTISING, MARKETING SUPPORT, TRAINING AND AREA OF PROTECTION.
- DEVELOP AND IMPLEMENT ELEMENTS OF BUSINESS DEAL E.G REDUCED MONTHLY FEES; EXCLUSION OF SPECIFIC ROOMS AND/ OR GROSS ROOM REVENUES; THE AMOUNT OF DEVELOPMENT INCENTIVE NOTE AND THE PERIOD TO WRITE OFF THE NOTE, AND BRAND BASED INCENTIVES.
- INCORPORATE FAIR FRANCHISING POLICY AND TERRITORIAL PROTECTIONS
- GOOD FAITH AND FAIR DEALING
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- ASSIGNMENT AND ASSUMPTION OF EXISTING FRANCHISE AGREEMENT.
- INTRA-FAMILY AND FUTURE TRANSFERS AT FAVO RABLE FEES
- INCORPORATION OF SPECIFIC STATE FRANCHISE LAW PROTECTIONS.
- LIMITS ON LIQUIDATED DAMAGES
- ALTERNATIVE DISPUTE RESOLUTION/ MEDIATION / ARBITRATION/LITIGATION.
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Based upon our wide experience of serving the franchisees, in general, and hotel/motel owners, in particular, we utilize the agreement review process to implement Franchisor’s flexibility to incorporate the common grounds of Fair Franchising on a case by case basis and incorporate the modifications to accomplish:
Brand Promotion
- Counter Claims based on : Failure to comply with franchise Agreement, lack of
- Good faith and fair dealing, failure to comply with state franchise laws, tortuous
- Interference with business, fraud, and misrepresentation, violation of fiduciary and other common law duties by Franchisor and/or the Management Company.Intellectual Property – Rights Protection
- Area of Protection to prevent unfair licensing of competition by the franchisor,
- Cannibalize and divert business, exploit, misappropriate, and unlawfully use resources, destruction of exiting business and goodwill of the existing hotel business.
- Brand specific training and Marketing
- Economy Downturn Addendum
Project Development Strategies
- Financing
- Transfers
- Lease/Assignment
- Management
Pre-Construction Strategies
- Contingencies
- Extension of Time
- Development Note
- Area of Protection Requirements
Operating Strategies
- Business Protection
- Business Development
- Quality Compliance
- Compliance with Franchisor
Post Construction Strategies
- Business Deal
- Affiliation Fees
- Royalty Fees
- Incentives
Post Termination Strategies
- Change of Management/Ownership
- De-Identification
- Liquidated Damages – Unenforceability of liquidated damages for:
1.Violation state franchisee protections.
2.Penalty in favor of franchisor that has no reasonable relationship to actual 3.damages.Franchisor’s failure to mitigate damages.
4.No corresponding rights of franchisee to recover liquidated damages.
5.Violation of Franchisor’s Fair Franchising policy and guidelines.
6.Common Law and statutory issues relating formation of the franchise agreement.
7.Trademark Infringement
Commercial Transactions/Contracts:
Our attorney will help you in drafting, reviewing and negotiating contracts and leases and offer their legal advice on contract-related issues. Our law firm can professionally handle any corporate related transactions and provide you the best advice.
Mergers and Acquisitions/Consolidations:
A merger is the absorption of one corporation by another corporation whereupon the absorbed corporation ceases to exist as a distinct corporate entity. A consolidation occurs when through the union of two or more corporations a new corporate entity is formed. Certain procedures are required by state statute to assure the protection of all interests identified by the corporations involved in a merger or consolidation. In most of the states, it is required that upon shareholder approval the merger or consolidation plan must be filed with the Secretary of State accompanied by a statement that the plan was duly approved. Upon the issuance of a certificate of merger or consolidation by the Secretary of State the merger or consolidation is completed.
We have state of the art technology and resources to structure and co-ordinate, negotiate, and complete complex business transactions. Our business is application of Sharma Law Group’s extensive knowledge, experience and resources to develop and implement a solution oriented approach to bring cost-effective and favorable result for each client.
Disputes, Arbitrations and Litigations:
Whenever you are in the business world and are careful and work hard to structure every business deal so that it is profitable to your business goals. No matter how carefully you prepare, unfortunately in today’s world, many such business deals and contracts end up being litigated. Since litigation is unpleasant, expensive, cumbersome, time consuming, distracting from your business goals, potentially damaging to your reputation, we work very hard and do our best efforts to keep you and your business out of court. We take steps and utmost care to prevent commercial disputes from occurring. But, when these do occur, we work very closely with our clients and try arbitrations, mediations and friendly negotiations to resolve the controversies. However, when the litigation is slapped on our corporate clients, we represent them zealously and advocate their cause.
Emphasis on franchise issues like liquidated damages, trade mark infringement of trade marks and other damages
Sharma Law Group’s legal practice continues to establish higher bars of excellence in representing hotel/motel franchises in accomplishing enforcement of fair franchising.
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