Megan Bender Center

Megan also represents buyers and sellers in M&A and private equity transactions, with a focus on deals involving entire franchise systems. In addition, Megan assists many clients as outside general counsel, serving as a strategic advisor translating legal guidance into business solutions.

Franchise Law

Megan guides franchisors in many industries on every stage of the franchise relationship, including preparation of franchise disclosure documents (FDDs) and related agreements, regulatory compliance, and day-to-day franchise system issues. She develops incorporation and entity structuring documents, including operating agreements to govern franchisor entities. Megan organizes and structures franchise and other distribution programs, negotiating and preparing complex franchise, subfranchise, and distribution agreements.

She counsels on franchise system management, including renewal, termination, transfer, supply and relationship issues, and operational changes. Megan handles registrations and ensures state and federal regulatory compliance for franchise offerings and sales, identifying potential compliance risks and exemption opportunities. She also counsels on interrelated franchise and employment law issues to avoid misclassification and joint employer status, and she prevents and resolves disputes among franchisors, franchisees, and others. Additionally, she handles franchise resale programs and compliance training.

Megan facilitates joint ventures involving franchisors, franchisees, and others. She also advises on the possibilities of avoiding burdensome franchise sales laws by pursuing other sales and distribution methods, such as licensing, multilevel distribution, direct selling, sales representatives, dealerships, and joint ventures. In addition, Megan provides legal guidance on international expansion strategies, including drafting international master franchise agreements and coordinating with foreign counsel.

Mergers & Acquisitions

For sellers, buyers, investors, private equity, and venture capital groups, Megan leads negotiations and deal executions for mergers, acquisitions, other combinations, and reorganizations, as well as change-of-control transactions. She identifies and assesses potential risks and liabilities, prepares comprehensive due diligence reports, and provides recommendations to clients on transaction structure and strategy.

Megan has acted as “special franchise counsel” in acquisitions and sales of franchise systems, as well as conversions into franchise systems, in industries including janitorial services, medical weight-loss services, senior health care services, product distribution, and fast-casual food.

She drafts, reviews, and negotiates key transaction documents and closing documents. Megan develops and reviews disclosure schedules, ensuring accuracy and compliance with contractual requirements; negotiates and finalizes ancillary documents, such as noncompete, transition services, and employment agreements; oversees and resolves issues related to real estate, lease assignments, intellectual property, and vendor contracts; facilitates the closing process, ensuring all documentation and regulatory filings are completed accurately and on time; and advises clients on post-closing obligations, integration issues, and risk-mitigation strategies.

General Corporate Counsel

Megan provides clients in many industries with day-to-day support on contracts, risk management, and corporate governance issues. She drafts and reviews commercial and service agreements — such as supply and distribution, nondisclosure, independent contractor, and vendor agreements. Megan also oversees intellectual property protection strategy, including enforcement through cease-and-desist letters.

Representative Experience

Results may vary depending on your particular facts and legal circumstances.

• A nonmedical senior care business in its development of a franchise system.
• An insurance brokerage in its development of a system of franchise and corporate-owned units.
• Assisted the team for a family-owned fast-food restaurant franchise in its sale to a private equity firm for $9.5 billion.
• A heating, ventilation, air conditioning, and refrigeration cooperative in its conversion to a limited liability company and sale to an investment management firm.
• A snack food franchisor in its sale to a direct manufacturer and distributor of snack foods and beverages, for $220 million.
• A weight-loss clinic franchisor with multi-ownership in its sale to a private equity firm.
• A junk removal and hauling franchisor in its sale to a home services franchisor.
• A women’s fitness franchisor, a plant-based soapmaking franchisor, and a beauty salon suite rental franchisor as general counsel, including as franchise regulatory counsel.

Personal Interests

Outside the office, Megan is a devoted sports mom, theater fanatic, animal lover, and adventure seeker, balancing legal work with the invaluable perspectives gained from family life. A fitness enthusiast, she is also training to become a Pilates instructor and enjoys the balance, focus, and discipline that practice brings to both her personal and professional life. She loves exploring new hiking trails, discovering local parks, and traveling to places that offer both nature and culture. A passionate advocate for rescue animals, Megan volunteers with local shelters and is rarely without the company of her beloved dogs. She also cherishes time spent with friends and family, whether that’s cheering from the sidelines, catching a Broadway show, or simply enjoying good food and conversation. These experiences continually inspire her creativity, resilience, and connection to the people she serves.