Caiola & Rose

Kathryn Rookes is an experienced attorney with many years practicing franchise and business law. Kathryn is one of the very few franchise attorneys in the United States with experience in a government regulatory practice (Maryland Division of Securities), private practice, and as in-house counsel. This experience, coupled with her undergraduate education in Accounting and Economics, gives Kathryn a broad spectrum from which to best represent her clients.

Kathryn’s in-house experience includes representation of 16 different franchised brands across a wide variety of industries, including restaurants, hotels, professional cleaning, and co-working. Kathryn also has experience in representing a multi-brand, multi-unit private equity franchisee and a multi-brand, multi-unit private equity investor in franchisors.

Kathryn’s franchise experience includes franchise regulatory matters, compliance with disclosure, registration and relationship laws, and preparation of disclosure documents, franchise agreements and related documents. She has extensive experience in franchisor/franchisee/developer relationships, compliance with franchise agreements and operating standards, and drafting impact and other policies. Her international experience includes complying with international disclosure laws, preparing disclosure documents, development agreements, franchise agreements and related documents, and negotiating development agreements in more than 35 countries.

Kathryn has successfully managed “bet the company” litigation in multiple states. She has handled acquisitions and divestitures from negotiation and due diligence through integration. She also has prepared, reviewed and negotiated a multitude of general corporate contracts that are necessary for the day-to-day operations of a company, including product distribution, approved vendor relationships, marketing, licensing, confidentiality of intellectual property, convention, consulting, franchise broker, and many other areas.

An avid supporter of using plain English in all documents, Kathryn believes that agreements that are easy to understand support the business process by reducing delays due to extensive reviewing and deciphering agreements. Kathryn also leverages technology to streamline and improve document preparation and retention in her work overseeing and counseling as to franchise administration.

After hours, Kathryn is the owner of a horse farm that is home to 9 horses (quarter horses, Thoroughbred, Shetland Ponies, Oldenburg and Miniatures) and loves spending time with the horses, chickens, dogs, cats, and celebrity goat named Sky, that all call her farm home. She also is an avid needleworker, enjoying crocheting, knitting and tatting.

Education: 

• J.D. - University of Baltimore Law School, Baltimore, Maryland, December 1990

• B.S. - Towson State University, Towson, Maryland, May 1985 – Dual majors in Accounting and Economics

Leadership Activities:

• Served on the Board of Directors of the Southeast Franchise Forum, 2007 to 2008 and 2016 to 2020.

• State Bar of Georgia, Franchise and Distribution Law Committee

  • Chairperson, 2013 to 2014

  • Vice Chairperson, 2012 to 2013

  • Secretary, 2011 to 2012

• Served on the Task Forces for the 2008, 2007 and 2005 International Franchise Association Legal Symposium.

• Served as the Secretary of the Maryland State Bar Association Franchise Committee (2001- 2002).

Publications:

• Chapter, “Franchise Laws and Cases in Arkansas,” Franchise Desk Book, American Bar Association, 2017 Edition.

• “What Business Sellers Must Tell You,” Opportunity Magazine, July/August 1997, pp. 14-16.

• “Look Forward to an Audit,” National Business Opportunity Bureau Newsletter, February 1997.

• “Cooperative Efforts in Lease Negotiation,” Franchising World, co-authored with Barbara Berschler, March/April 1996, pp. 22-23.

• Chapter, “Franchise Disclosure Laws,” Florida Franchise Law and Practice, The Florida Bar, 1996.

• “Counseling a Prospective Franchisee Under the New UFOC Guidelines,” Florida Bar Journal, March/April 1994, pp. 59-65.

 Speaking Engagements:

• Guest Lecturer, Terry College of Business at the University of Georgia, “Principles of Franchising”, Legal Aspects of Franchising, January 26, 2022, Atlanta, Georgia.

• Institute of Continuing Legal Education in Georgia, “Advanced Topics in Franchise Law”, Franchisor Employer Issues, February 19, 2014, Atlanta, Georgia.

• Institute of Continuing Legal Education in Georgia, “Advanced Topics in Franchise Law”, Little Brother Wants Your Profit: Ways State Governments are Sneaking Up On You, February 26, 2013, Atlanta, Georgia.

• Institute of Continuing Legal Education in Georgia, “Franchise Basics”, The Franchise Disclosure Document and Franchisor/Franchisee Relationship Issues, February 28, 2012, Atlanta, Georgia.

• International Franchise Association Legal Symposium, Disclosure Basics: When Discretion Is Not The Better Part Of Valor, May 2011, Washington, D.C.

• International   Franchise    Association   Legal    Symposium, Judicial Update: Employee Misclassification Cases in Franchising, May 2011, Washington, D.C.

• Institute of Continuing Legal Education in Georgia, “Franchise Law 2011”, Urgent Challenges in Franchise Disclosure and Registration, February 2, 2011, Atlanta, Georgia.

• International Franchise Association Legal Symposium, Exemption Based Franchising,

• Institute of Continuing Legal Education in Georgia, “Nuts and Bolts of Franchising”, System Wide Standards, August 10, 2007, Atlanta, Georgia.

• International Franchise Association, “Franchise Opportunities for Women, Minorities and Veterans Seminar,” Legal Aspects of Franchising, August 4, 2007, Atlanta, Georgia.

• American Bar Association, Deal or No Deal? Complying With Multi-State Gift Card Regulations , July 25, 2007, Teleseminar.

• International Franchise Association Legal Symposium, Complying With Systems Standards, May 2007, Washington, D.C.

• Fifth Annual Hospitality Law Conference, Franchise Law Judicial Update, February 8, 2007, Houston, Texas.

• Eighth Annual Franchise Development & Leadership Conference, Key Franchise Law Challenges for 2007, October 2006, Atlanta, Georgia.

• International Franchise Association Legal Symposium, Tortious Interference Claims, May 2005, Washington, D.C.

• Sixth Annual Franchise Development & Leadership Conference, Franchise Sales Compliance, The Key Legal Issues, October 2004, Atlanta, Georgia.

• International Franchise Association Legal Symposium, Alternative Channels of Distribution, May 2002, Washington, D.C.

• Maryland State Bar Association, Franchise Law Committee, E-Sign and Electronic Disclosure, January 2002, Columbia, Maryland.

• Maryland State Bar Association, Franchise Law Committee, Use of Technology and On-Line Services in Vendor Relationships, May 2001, Columbia, Maryland.

• International Franchise Association Legal Symposium, Discrimination Issues in Franchise Relationships, May 2000, Washington, D.C.

  Bar and Court Admissions and Other Licenses:

• Maryland Bar, 1991

• Florida Bar (inactive status), 1994

• Georgia Bar, 2009

• Maryland Certified Public Accountant (inactive status), 1987

 Continuing Legal Education:

• Kathryn regularly attends and participates in national and statewide franchise conventions including:

  • American Bar Association Forum on Franchising.

  • International Franchise Association Legal Symposium.

  • Georgia Bar Association Franchise Section.