LEGAL SERVICES TO ENTREPRENEURS AND THEIR COMPANIESSM
The legal expertise of Kanouse & Walker, P.A. is in the areas of corporate, securities
and real estate law, with an extensive practice in franchise and distribution law. The
firm represents entrepreneurs and their companies in all stages of a company's life --
formation, operation, financing, expansion and sale. Kanouse & Walker, P.A. can be a
trusted member of your team, serving as the general counsel, business advisor and project
coordinator. A client can benefit from Kanouse & Walker, P.A.'s extensive network of
other experienced attorneys (including litigation, environmental, trademark and patent,
foreign counsel, tax and estate planning), accountants, financial consultants and
planners, franchise and marketing consultants, insurance agents, advertising agencies,
contractors, real estate brokers, franchise brokers, securities underwriters, venture
capitalists and lenders.
With Kanouse & Walker, P.A., you can have the best of both worlds - the knowledge and
expertise from years of big law firm experience, coupled with the personal service, lower
fees and flexibility of dealing directly with a partner in a specialty firm.
Keith J. Kanouse has over 24 years of practice in New
York and Florida (16 with large law firms) representing entrepreneurs and their companies.
Mr. Kanouse has lectured and published locally, nationally and internationally on
franchise, corporate, securities and real estate topics including the author of 3 books
and co-author of 3 others.
Kanouse & Walker, P.A. represents entrepreneurs and their companies in a myriad of
complex commercial legal matters. These services include the following:
Entity Selection
Assist the client in determining which type of legal entity ("C" corporation,
"S" corporation, limited liability company, general partnership, limited
partnership, registered limited liability partnership, joint venture, sole proprietorship)
is best for the client from a liability, tax, investment and operation perspective. Mr.
Kanouse is the author of the book Guide to Selecting the Best Entity for Your Business.
Capital Raising; Securities Laws
Advise and assist in capital raising efforts of the client concerning matters such as a
business plan, private placement offering or public offering, including compliance with
federal and state securities laws, preparing private placement memoranda, registration
statements, broker/dealer agreements, etc. A chapter in Mr. Kanouse's book described above
discusses capital raising, "Obtaining Money From Investors - Securities Laws
Compliance."
Marketing Approach
Analyze various types of marketing arrangements to determine the best format for the
client to achieve its marketing objectives giving a thorough legal analysis of the
advantages and disadvantages of each approach (for example, franchise, company-owned with
managers, license, distributorship/dealership, multi-level marketing, independent sales
representatives, joint venture, etc.). Mr. Kanouse is the author of three articles: Business
Expansion Strategies; The Inadvertent Franchisor; and Dual Distribution -- Combining
Company-Owned Expansion with Franchising for Greater Market Penetration and Profitability,
which are available upon request.
Franchisor Representation
Prepare Federal Trade Commission Disclosure Statements or Franchise Offering Circulars
(FOCs) to comply with federal and state franchise laws as well as Franchise Agreements,
Development Agreements, Subfranchise Rights Agreements, Area Representative
Agreements, Franchise Broker Agreements, lease-related agreements, purchase agreements,
guarantees, financing statements, powers of attorney and checklists regarding the sale of
franchises.
Assist in complying with various state franchise and business opportunity laws of the
states in which franchise sales are contemplated including disclosure and registration.
Assist in preparing quarterly and annual supplements, amendments and revisions to the FTC
Disclosure Statement or FOC to comply with federal and state laws, and preparing
amendments and renewals of state franchise registrations.
Mr. Kanouse is a co-author of the book Franchise Law and Practice.
International Franchising
Analyze a foreign country's franchise laws, foreign investment restrictions, currency
restrictions and other laws affecting international franchising in other countries.
Prepare international master franchise agreements, joint venture agreements and coordinate
with foreign counsel on international franchising and international trademark activities.
FTC and State Enforcement Actions
Represent defendants in actions brought by the Federal Trade Commission and/or state
enforcement agencies including for alleged violation of franchise laws, business
opportunity laws, telemarketing laws and/or deceptive acts or practices.
Franchisee Representation; Independent Franchise Associations
Represent franchisees in connection with purchasing or selling a franchise, review of FOCs
and negotiation of franchise agreements, and representation in connection with resolving
disputes with franchisors. Mr. Kanouse is the author of the book Understanding an
Offering Circular and Negotiating a Franchise Agreement and co-author of the books Franchise
Law and Practice, and Franchise 101.
Also, assist in organizing and representing independent franchisee associations in
collectively negotiating franchise agreements and other matters and collectively
litigating system disputes. Mr. Kanouse is Chair of the AAFD Fair Franchise Standards
Committee and the author of the article Collective Negotiation of Renewal Franchise
Agreements --The Nonlegislative/Nonlitigious Solution to Many of Franchising's Problems.
Business Opportunities
Represent business opportunity sellers in connection with compliance with federal and
state business opportunity laws including preparation of disclosure documents and state
registrations. Mr. Kanouse writes a monthly article for the National Business
Opportunity Bureaus' Horizons newsletter and serves as special counsel to NBOB.
Distributorships/Dealerships
Represent entrepreneurs in structuring their distributorship/dealership programs to insure
that the programs do not violate federal and state franchise and business opportunity
laws.
Licensing
Represent licensors and licensees in connection with the negotiation and preparation of
license agreements.
Advertising
Advise the client with respect to the advertising materials relating to the sale of
franchises, including the filing and pre-approval of advertising materials in certain
franchise registration states.
Telemarketing
The Firm has expertise in negotiating contracts with telemarketers as well as
representing telemarketers with respect to complying with federal and Florida
telemarketing laws.
Purchase and Sale of Businesses
Structure and negotiate the terms of business purchases and sales for buyers and sellers
(assets or stock), including providing due diligence, financing, tax and other significant
advice.
Restaurant and Bars; Liquor Licenses
Represent purchaser, seller, and owners of restaurant and bars including transfer of
assets and obtaining and transferring alcoholic beverage licenses.
Litigation; Expert Witness
The Firm engages in litigation as co-counsel with litigation counsel on
franchisor/franchisee disputes and other matters. In addition, Mr. Kanouse serves as an
expert witness in franchise and securities matters including legal malpractice cases.
Contracts
Prepare various contracts for the reorganization and on-going successful operation of the
client, such as employment agreements, confidentiality agreements, shareholders'
agreements, distributorship agreements, partnership agreements, dealership agreements,
joint venture agreements, etc.
Real Estate
Represent the client in real estate acquisitions, sales, leases, options to lease,
sale/leasebacks, signage agreements, reciprocal easements agreements, franchisee/tenant
lease negotiations, etc. Provide title searches and title insurance. Mr. Kanouse is the
author of the book Guide to Negotiating a Business Lease.
Borrowing
Represent the client as borrower in connection with loans from investors or financial
institutions including negotiation of the financing terms and loan documents, assist the
borrower in complying with loan closing requirements, rendering borrower's counsel opinion
letters, etc. Mr. Kanouse was the creator and editor of The Legal Lender.
Coordination with Other Professionals
Provide assistance in selecting and/or working with other professionals such as
accountants, trademark counsel, in-house counsel, litigation counsel, tax counsel, foreign
counsel, insurance agents, advertising agencies, contractors, real estate brokers,
franchise brokers, securities underwriters, franchise and marketing consultants, etc.
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| Biographical Information on Keith J. Kanouse KEITH J. KANOUSE, ESQ.
OFFICE:
Kanouse & Walker, P.A.
One Boca Place
Suite 324 Atrium, PMB# 1070
2255 Glades Road
Boca Raton, FL 33431
Phone: (561) 451-8090
Fax: (561) 451-8089
E-Mail Keith@Kanouse.com
EDUCATION:
Bradley University Bachelor of Science
Degree, 1970
Peoria, Illinois Business Administration
Magna Cum Laude (10th in class of 886)
University of Notre Juris Doctor, 1974
Dame Law School Magna Cum Laude (5th in class of 150)
South Bend, Indiana Note and Comment Editor - Notre Dame Lawyer
MILITARY SERVICE:
1970-71 United States Army Reserve - Basic Training at Fort Campbell, Kentucky (9/70 -
11/70, Advanced Training at Quartermaster School, Fort Lee, Virginia (11/70 - 5/74)
1971-76 United States Army Reserve - Active Reserve Training, attached to 192nd Supply
Co., South Bend, Indiana (5/70 - 5/74 and 402d Civil Affairs Co., Tonawanda, New York
(6/74 - 5/76)
Honorable Discharge - May 1976
EMPLOYMENT:
1974-77 Associate Albrecht, Maguire, Heffern & Gregg, Buffalo, New York
Corporate, Tax and Banking Law
1977-81 Associate Fleming, O'Bryan & Fleming, Fort Lauderdale, Florida
Corporate, Banking and Real Estate
1981-83 Partner Fleming, O'Bryan & Fleming, Boca Raton, Florida Corporate, Banking and
Real Estate
1983 Partner Wheeler & Kanouse, Boca Raton, Florida (Founder) Corporate, Banking,
Franchise and Real Estate
1983-90 Partner Gunster, Yoakley & Stewart, Boca Raton and West Palm Beach, Florida
(merger with Wheeler & Kanouse) Corporate, Banking and Real Estate and Chair of the
Franchise Practice Group
1990-98 Partner Keith J. Kanouse, P.A., Boca Raton, Florida (Founder) Representing
entrepreneurs and their companies in corporate, securities and real estate matters with a
primary emphasis in franchise, licensing and distribution law
1999-present Partner Kanouse & Walker, P.A. (Founder)
Rated "av" by Martindale-Hubbell Law Directory
PROFESSIONAL AFFILIATIONS:
Admitted to practice in the State of Florida (December 1975) and New York (March 1975
retired 1994)
Admitted to United States Court of Appeals for the Second Circuit
Admitted to United States District Court for the Western District of New York
Admitted to United States Tax Court
Admitted to United States Court of Appeals for the Fifth Circuit
Admitted to United States Court of Appeals for the Eleventh Circuit
Admitted to United States District Court for the Southern District of Florida
American Bar Association Business Law Section
American Bar Association Forum on Franchising, including member of faculty at 1990 annual
meeting in New Orleans
American Bar Association Standing Committee on Lawyer Competence (Forum on Franchising
Liaison)
American Bar Association Standing Committee on Lawyer Specialization (Forum on Franchising
Liaison)
American Bar Association Advisory Panel on Accreditation of Third Party Certifier
Organizations of Lawyers as Specialists
International Franchise Association South Florida Coordinator and Host of Second Tuesday
Programs (1991-1995)
Member of National Advisory Board of IFA's Council of Franchise Suppliers (1993 - 1995)
Co-Vice Chairperson of IFA's Membership Committee (1994-1995)
Affiliated member of The American Franchisee Association including speaker at 1995 Annual
Convention (1994-1995)
Affiliated member of the American Association of Franchisees and Dealers (including
LegaLine Steering Committee member and Chair of Fair Franchising Standards Committee)
Board of Directors of the American Association of Franchisees and Dealers including
Secretary and member of Executive Committee
Charter Member of the Florida Franchise Association
Founding Member of The Florida Bar Franchise Law Committee (Vice-Chair 1994 - 1995, Chair
1995 - 1996)
Member of Committee X (International Franchising) of the International Bar Association,
London, England
Contributing Editor to Franchise UPDATE Magazine
Hearing Officer for Franchise Arbitration and Mediation, Inc.
Attorney's Title Insurance Fund, Inc. title agent
Named a "Leading Florida Attorney" (top 5%) in Franchise and Distribution Law by
American Research Group.
Named as one of 148 attorneys in 32 countries to An International Who's Who of Franchise
Attorneys by Law Business Research Ltd. of London, England
BOOKS:
Guide to Understanding An Offering Circular and Negotiating a Franchise Agreement (1996)
Guide to Negotiating a Business Lease
(1996)
Guide to Selecting the Best Entity to Own and Operate Your Business (1996).
Franchise Law and Practice (1983, 1992 2d ed. and 1996 3d ed.)
Co-editor and co-author - writing chapters entitled "Federal Laws Affecting
Franchising," "Real
Estate Aspects of Franchising" and "Franchising Internationally"
Franchise 101 (1998)
Co-author -- Published by the Association of Small Business Development Centers
ARTICLES AND SEMINAR PRESENTATIONS:
Wrote College Honors Thesis to graduate Magna Cum Laude entitled: "Can Section Seven
of the Clayton Act As Amended by the Celler-Kefauver Act of 1950 Be Effectively Applied to
Conglomerate Mergers" - presented paper to College of Business faculty members
Case Comment "Government Has Authority to Challenge the Validity of Patents that are
Involved in Antitrust Violations" 59 Notre Dame Lawyer 1355 (1973)
Author of: Domestic International Sales Corporation (DISC) -- An analysis, accepted for
publication but not published
"General Overview of RESPA" - presented at Bank Administration Institute, Boca
Raton, Florida, February 21, 1980
Moot Court Judge - Nova University Law Center Freshman Competition, Fort Lauderdale,
Florida, May 2, 1980
"Regulation E -Electronic Funds Transfer" - presented at Bank Administration
Institute, Fort Lauderdale, Florida, September 18, 1980
"The Rise and Fall of the Private Cause of Action for Violation of Margin
Requirements" 24 Banking Law Journal 133 (1981)
"Perfecting A Security Interest" - presented at Broward Commercial Lenders
Association, Fort Lauderdale, Florida, February 20, 1981
"General Overview of Regulation Z, As Amended By the Truth In Lending Simplification
and Reform Act" - presented at Bank Administration Institute, Fort Lauderdale,
Florida, November 19, 1981
"Antitrust Pitfalls Affecting Credit Meetings" - presented at Natural
Association of Credit Management of South Florida, Fort Lauderdale, Florida, April 20,
1983
"500 Years After Columbus Discovered America, American Franchisors May Discover
Europe" Vol. 4 International Business Review No. 1 1991
"Franchising in Europe After 1992" les Nouvelles June 1991, pp. 51-57
(Les
Nouvelles a is trade journal of the Licensing Executives Society)
"Government Sources of Expansion Money" Franchise UPDATE Magazine, June/July
1991
"The Role of an Attorney in Purchasing a Franchise" The Executives' Guide to
Franchise Opportunities (1991)
"An American Export to the Pacific Rim - Franchising" Franchise UPDATE Magazine,
First Quarter 1992
"Franchise Law Specialty Certification - A Benefit to the Public and Legal
Profession" Franchise UPDATE Magazine, First Quarter 1993
"Selecting the Entity Best for Your Business" Guide to Entrepreneurs 1993 (a
joint publication of Florida Atlantic University Small Business Development Center and the
Daily Business Review)
"Overview of a Loan Agreement" - presented at the Advanced Commercial Loan
Documentation Seminar of The Florida Bar, September 9, 1987
"Representing Established Franchisors" - presented at the Franchise and Business
Opportunity Law for the General Practitioner Seminar of The Florida Bar, December 7, 1988
"Off My Land: Pros and Cons of Real Estate Control" - presented at the 1990
Annual Forum on Franchising, October 25, 1990 in New Orleans, Louisiana
"Business Expansion Strategies" - presented at the Representing the Business
Client seminar of The Palm Beach County Bar Association, February 27, 1991
"Success Strategies for Business Expansion in a Recession Economy" - presented
at American Marketing Association, Palm Beach County Chapter, West Palm Beach, Florida,
May 21, 1991
Arbitrator in a Mock Arbitration in "Fundamentals of Franchising and Franchise
Disputes" - presented by the ABA Forum on Franchising, December 13, 1991
"Sale or Transfer of a Franchised Business" - presented at Representing
Franchisees: Purchase, Sale and Transfer/Franchisee Disputes of The Florida Bar, December
11, 1992
"The Legal Environment for Franchising" and "The Inadvertent
Franchisor" - presented at the ABA Annual Convention Seminar entitled Franchise Law
for the General Practitioner, August 12, 1991 in Atlanta, Georgia
"Buying or Selling An Existing Franchise Outlet" - presented to the Florida
Business Brokers Association, March 24, 1993
"Disclosure Under New UFOC Guidelines" - presented at meeting of The Florida
Franchise Association, September 23, 1993, Tampa, Florida
"Franchising" - presented at Professional Placement Network of the Florida
Department of Labor and Employment Security, Lake Worth, Florida, November 22, 1993
"Guide to Reviewing and Negotiating a Franchise Agreement" - presented at the
Emerging Issues and Franchise Negotiations Seminar of The Florida Bar, December 10, 1993
"Key Legal Issues Affecting Marketing Today: How to Move Safely Through the Mine
Fields" - presented at the Marketing War College, March 22, 1994
Keynote Speaker at the USA/Caribbean and Latin American Franchise Expo, Miami, Florida,
October 30, 1994
"State Franchise Laws - What is a Franchise and How is it Regulated?" -
presented at Franchise Law for the General Practitioner Seminar of The Florida Bar on
December 9, 1994
"Lease Negotiations" and "Buying A Franchise" - both presented at the
Second Annual American Franchisee Convention, Las Vegas, Nevada, March 2-4, 1995
"Franchising Internationally" - presented as meeting of The Florida Franchise
Association, March 10, 1995 in Orlando, Florida
"To Lease or License" presented at first annual Branding American Conference and
Expo, Cincinnati, Ohio, March 30, 1995
Keynote Speaker at First Bahamian Franchise Seminar and Expo - guest of the U.S. Embassy
and Bahamian Chamber of Commerce, October, 1995
"Survey of Foreign Franchise Laws" - presented at the International Franchising
Seminar of The Florida Bar, December 8, 1995
"Converting Food Service Operations to Branded Concepts" - presented at meeting
of the American Society of Healthcare Food Service Administrators, February 16, 1996 in
Boca Raton, Florida
Plenary Speaker at first Annual Convention of the American Association of Franchisees and
Dealers discussing "Fair Franchising Standards," Las Vegas, Nevada, April 26,
1996
Interviewed on PBS Nightly Business Report Special "How to Find the Right
Franchise" aired nationally on May 27, 1996
"AAFD's `Fair Franchising Standards' Is Collective Bargaining the Way of the
Future?" Vol. 16, No. 2: Franchise Law Journal, Fall 1996
"An Accountant's Representation of a Franchise Client" - Broward County Chapter
of the Florida Institute of Certified Public Accountants, March 18, 1997
Interviewed on Financial Future with Jonathan Pond which aired on public television
nationally on May 23, 1997
"Commercial Leases - Troubleshooting for the Tenant" - The Compleat Lawyer, Vol.
14, No. 2, Spring 1997
Speaker at ABA Forum on Franchising 1998 Mid-Year Program “Can We Talk? – Collective Negotiation” March 27, 1998, Rosemont, IL
Speaker at CTEC’s Third Annual Trade & Investment Forum “Russia/CIS – USA – Latin America: Gateway to Trade and Investment,” December 1998
Mr. Kanouse was also Executive Producer and Co-Host of the national television show
"Start Your Own Business" which aired for five seasons on over 60 public
television stations throughout the country. Mr. Kanouse has also been quoted or written
about in numerous newspapers and other publications, including The Wall Street Journal,
The Washington Post, Adweek Magazine, U.S. Oil Week, South Florida Business Journal, Daily
Business Review, The Miami Herald, Sun-Sentinel and The Palm Beach Post. While at Gunster,
Yoakley, Mr. Kanouse created and served as Editor of The Legal Lender, a quarterly
newsletter sent to 1,300 lenders at numerous financial institutions.
Biographical
Information on Susan Walker
OFFICE:
Kanouse & Walker, P.A.
One Boca Place
Suite 324 Atrium, PMB# 1070
2255 Glades Road
Boca Raton, FL 33431
Phone: (561) 451-8090
Fax: (561) 451-8089
E-Mail SWalker@Kanouse.com
EMPLOYMENT:
1996 to Present: Attorney, Shareholder and Vice
President of Kanouse & Walker, P.A.
Steering Committee of Safe Communities, a world
health organization
Co-Executive Producer of Video, Friends 4-Ever,
aired on PBS to be used
in Palm Beach County Schools, guest speaker in local high schools
Recipient of Distinguished Citizen Award for
Education for 1998,
Palm Beach County, Traffic Safety Committee
Coordinating Council for Boca's Promise, a
national alliance for youth
Assisted in writing an article published in
Reader's Digest in June 1998
Assisting in the production of an hour documentary
with ABC affiliate
Award Recipient, National Highway Traffic Safety
Administration, 1998
President of Estancia South Homeowners Association
1998
Secretary of Estancia South Homeowners Association
1996-1998
Treasurer-elect of Women's Investment Club 1998
Treasurer of Women's Investment Club 1999-2000
1985 to 1996: Associate General Counsel/
Assistant Secretary, Levitz Furniture Corporation, Boca
Raton, Florida
Legal responsibilities included the following:
Real Estate: Negotiating, drafting
documentation and closing of
purchase and sale of real property, leasing of real property,
sale-leaseback transactions and real estate financing. Day-to-day
management of real estate for over 100 stores.
Employment law: Representation of the
company (over 6,000 employees in 26 states) in complying with
employment law and filing position statements on behalf of the
company.
Corporate law: Review and preparation of
contracts, agreements, and resolutions and representation of the
company in multi-state finance transactions (See transactional
summary attached)
Securities law: Preparation of offering
circulars, representation of the company in an initial public
offering on the New York Stock Exchange in 1993, preparation of
proxy statement, annual report, 10-K and 10-Q.
Environmental law: Overseeing Phase I
reports on properties and when required, addressing remediation
issues and environmental compliance.
1989-95 Levitz Corporate Quality Council. Member
of the board of corporate goverance of Quality Program.
1983-85 Gunster, Yoakley, Valdes-Fauli &
Stewart, P.A., Boca Raton, Florida Associate. General commercial
transactional law, including representation of companies seeking
Industrial Development Revenue Bonds.
1982-83 Fleming, O'Bryan and Fleming, Boca Raton,
Florida Associate. Real estate and commercial law.
1978-81 Myers, Kaplan, Levison, Kenin &
Richards, Miami, Florida Law clerk and Associate. Commercial
litigation.
EDUCATION:
University of Miami, School of Law, Miami, Florida
Graduate cum laude 1980.
Associate Editor of Lawyer of the Americas.
University of Florida, Gainesville, Florida
Graduate summa cum laude 1976. Major in Political Science
Phi Beta Kappa.
Attended Williams College, Williamstown,
Massachusetts
Dean's list 1972-1973.
Pine Crest Preparatory School, Fort Lauderdale,
Florida
Honors graduate and recipient of the Arete Award.
PROFESSIONAL ORGANIZATIONS:
Florida Bar Association, American Bar Association
Prior member of American Corporate Counsel Association,
Palm Beach County Bar Association, Attorneys' Title Insurance Fund.
COMMUNITY INVOLVEMENT:
Estancia South Homeowners Association, Board of
Directors 1995-98
Child Care Resource and Referral, Board of Directors 1989-1994
Pine Crest Alumni Association, Board of Directors 1982-1992
City of Boca Raton, Civil Service Board 1984-1988.
U.S. Citizen Ambassador to Korea, Japan and Hong Kong, 1991
People to People Program, American Bar Association.
REFERENCES: Available upon request. |
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