Josh Piper
PEOPLE

Josh Piper

Of Counsel
piper.josh@dorsey.com

Overview

JOSH HELPS CLIENTS EXPAND THEIR BUSINESS THROUGH FRANCHISING AND LICENSING, AND GUIDES COMPANIES OF ALL SIZES THROUGH COMPLEX COMMERCIAL TRANSACTIONS.

Josh has substantial experience advising local, national, and international businesses in a broad range of franchising, licensing, and distribution issues. When companies seek to grow their business by leveraging the talents and capital of others, Josh leads clients through this diverse, complex, and always-changing area of law. And when problems arise, he strives for practical and pragmatic solutions where possible.

Josh also advises clients in a broad range of other business transactions and commercial issues, including advertising compliance; contests, sweepstakes, and loyalty programs; outsourcing arrangements; mergers and acquisitions; and startup needs.

Josh is Co-Head of Franchise and Distribution and Hospitality Groups.

Education & Admissions

University of Washington School of Law (J.D., 2006), Co-Managing Editor of the Pacific Rim Law & Policy Journal

University of California, Davis (B.A., Music, 1999)

Admissions

  • Washington

Experience

Representative Experience

Franchise and Distribution

  • Analyze and structure franchise programs and non-franchising licensing alternatives
  • Prepare franchise disclosure documents and franchise agreements for domestic and international transactions
  • Handle franchise registration and sale compliance in all jurisdictions
  • Structure license relationships for expansion in nontraditional locations
  • Advise on the conversion of unbranded business units to franchised locations
  • Prepare master franchise, area representative, and area development contracts
  • Represent clients in the acquisition of a franchise system, including conducting franchise due diligence, negotiating financing, and providing lead counsel services
  • Counsel regarding pricing and other antitrust matters
  • Provide transfer and termination counseling, including preparing transfer consents and termination notices and enforcement of contract terminations
  • Develop merchandizing, distribution, co-branding, license, Intranet, eCommerce, distribution and strategic alliance agreements
  • Advise clients on compliance with business opportunity, franchise, direct marketing, and dealer, representative, and agency and distribution termination laws
  • Counsel clients on marketing materials and compliance with advertising and franchise laws

Business Transactions

  • Represented clients in the purchase or sale of a variety of businesses, including a large real estate holding and development company; elder care companies; an amusement center; a Internet content-development company; roll-up of regional distributors; a lifestyle products manufacturer
  • Assisted technology startups with seed, angel, and venture financings
  • Worked with in-house IT client team on a 6-month renegotiation/extension of major outsourcing vendor agreement
  • Assisted numerous companies with shareholder buyouts and other restructuring transactions

General Counsel

  • Serve as general counsel for several small to mid-size companies covering a variety of issues, including entity formation, shareholder management (including buy-sell arrangements), negotiation of vendor and supplier arrangements and customer contracts, licensing and distribution agreements, IP and emerging technology issues, bank financing, asset and equity transfers, and real estate matters
  • Assist clients with regulatory requirements in a variety of areas, including state and local taxes, department of licensing, environmental, health, and safety requirements, and real estate transactions
  • Prepare privacy policies, terms of use, and various technology and services agreements to launch and maintain clients' web sites and online initiatives
  • Assist numerous clients with brand and marketing strategies, and the selection of effective trademarks

News & Resources

Articles

"Cybersecurity: New Front for Attacks on Franchise Model," Pratt's Privacy & Cybersecurity Law Report
Exemptions and Exclusions Under Federal and State Franchise Registration and Disclosure Laws: Co-Author, “Exemptions and Exclusions Under California Law” chapter
California’s Latest Attack on Franchise Industry Goes Into Effect
Legal Guide to Franchising in the USA. Authors Gary R. Duvall and Josh Piper. This article appears in the 2016 edition of The International Comparative Legal Guide to: Franchise published by Global Legal Group Ltd, London, www.iclg.co.uk.
"Infinite Control for Majority Shareholders?: Sound Infiniti, Inc. v. Snyder," WSBA Business Law Section, Vol. 31, No. 1 (Winter 2008-2009)

Select Presentations

  • “Hot Legal Topics to Consider This Renewal Season,” Speaker, ABA Forum on Franchising Webinar, March 2017
  • “Avoiding the High Cost of Franchising: What Licensors and Distributors Need To Know About Franchise Laws,” Speaker, Dorsey Webinar, April 2015
  • An Overview of Washington Corporate Law, Washington CLE Bootcamp, December 2012; December 2011; December 2008
  • Shifting Risk and Liability: Guaranties, Indemnities, and Releases in Business Transactions, October 2011
  • Buying and Selling a Business: Getting the Deal Done, October 2009
  • Preparing to Sell Your Business: Key Business and Legal Issues in Positioning a Company for Sale, June 2009

Professional & Civic

Professional Achievements

  • American Bar Association – ABA Forum Committee on Franchising
  • Washington State Bar Association – Business Law Section
  • Member of the International Franchise Association (IFA)
  • Co-host of the quarterly IFA Franchise Business Network Meetings in Seattle, WA and Portland, OR
  • Member of the ABA Forum on Franchising

Community Involvement

  • Vice President of Seattle Tilth, February 2014-Present; Board of Directors, 2010-Present

Prior Activities

  • WSBA - Business Law Section, New Developments and Publications Committees, 2009–2013
  • KCBA - Legal Services for the Homeless, Legal Clinic Coordinator, 2007–2010
  • EOS ALLIANCE (formerly Northwest Environmental Education Council), Board Member, 2006–2009

Accolades

  • Listed as a Rising Star by Washington Super Lawyers, 2010-2011
  • King County Bar Association Legal Services for the Homeless, 2009 Volunteer of the Year
Josh Piper