Keri A. McWilliams

/My focus

Enterprise franchise compliance and sales readiness

I guide franchisors through the preparation and annual updating of franchise disclosure documents and related system documentation, with a focus on practical, scalable compliance. I advise on sales and marketing practices, fee disclosures, and regulator expectations, and I help clients design registration and exemption strategies that support growth while managing risk.

Franchise system counseling and risk management

I counsel franchisors on the issues that can define a system’s stability—defaults, renewals, transfers, terminations, and brand-standard enforcement—along with risk areas such as vicarious liability and joint-employer concerns. I also advise on franchisee association dynamics and system-wide policy changes.

Transactions, succession planning, and system evolution

I advise franchisors on transactions and long-term planning, including multi-unit and development structures, reacquisitions and restructurings, and conversions to and from the franchise model. I also support franchisor succession planning—from governance and leadership transitions to building durable management teams and infrastructure for the next phase of growth. My work includes franchise system sales to strategic buyers and private equity, as well as royalty transactions and related financing structures, including securitizations.

International and cross-border growth

I routinely advise on international development strategies and cross-border transactions, including coordinating with local counsel to align legal requirements and documentation across jurisdictions, and helping international concepts enter the US market.

/Representative experience

• Global fitness franchisor (rapid growth): Advise on disclosure/registration strategy, franchise sales compliance, and system updates during a period of significant unit expansion, including multi-unit growth and ongoing risk management.
• Performance-based music education franchise: Counsel on US franchise compliance and relationship matters, including renewals, transfers, defaults/terminations, and operational documentation used across a nationwide system, as well as support for cross-border matters involving Canada, Latin American, Europe, Australia, and South Africa.
• Better Burger restaurant franchisor: Advise on domestic disclosure and registration compliance and support international expansion initiatives across Europe and Asia, including development structures and localized documentation.
• Inbound brand entering the US: Guide US franchise compliance and timing strategy for early-stage discussions and term sheets for inbound brands from the United Kingdom, Europe, and Asia with a focus on avoiding pre-sale “offer” issues in registration states and building a compliant path to launch.
• Better Burger restaurant franchisor: Advise on domestic disclosure and registration compliance and support international expansion initiatives across Europe and Asia, including development structures and localized documentation.
• Inbound brand entering the US: Guide US franchise compliance and timing strategy for early-stage discussions and term sheets for inbound brands from the United Kingdom , Europe, and Asia with a focus on avoiding pre-sale “offer” issues in registration states and building a compliant path to launch.
• Medical cannabis/wellness franchisor: Developed a compliant franchise retail model, including preparation of franchise documents and securing initial state registrations to support rollout.
• Large specialty retail brand (1,200+ locations): Advise on cross-border brand expansion matters, including structuring and coordination with local counsel across China, South America, Eastern Europe, and Asia.
• Franchisor succession planning and system evolution: Advise franchisors on governance and leadership transition issues, building management infrastructure for growth, and updating core documents and processes to support the next stage of the brand.
• Private equity and strategic transactions involving franchise systems: Support franchise diligence and disclosure-schedule workstreams, including identification of franchise compliance risks, registration status issues, and franchise document considerations relevant to transaction structure and closing.
• Royalty and revenue-stream transactions: Advise franchisors on royalty and related monetization structures, including coordination with deal teams and internal stakeholders to align franchise documentation, disclosure, and operational realities with transaction requirements.
• Multi-state franchise registration and renewal programs: Manage coordinated registration, renewal, and exemption strategies across registration states, including examiner comment responses and implementation of compliant changes across the system.
• Franchise relationship enforcement and dispute avoidance: Advise on defaults, terminations, non-renewals, and post-termination compliance, including brand protection strategy and coordination with litigation counsel as needed.
• Complex transfers and restructurings: Lead transfer strategy and documentation for changes in franchisee ownership, entity sales, and other restructuring scenarios, with attention to disclosure timing, registration-state requirements, and risk allocation.
• Outsourced franchise development support: Manage outsourced franchise development workflows, including preparation and negotiation support for new franchise and development deal documentation, transfer documentation, and master/regional development structures to keep deal velocity high and documentation consistent.
• International franchising structures: Structure and negotiate cross-border arrangements, including master franchise, area development, and regional development models, coordinating local counsel and aligning US documentation concepts with local-law requirements in matters involving Canada, Mexico, the United Kingdom, Australia, South Africa, and parts of Europe and Latin America.
• Extended producer responsibility (EPR) compliance planning: Advise consumer-facing brands on the evolving landscape of state EPR laws and the practical implications for packaging, supply chains, and compliance planning—particularly for multi-state operators navigating inconsistent requirements.

/Looking ahead

Cross-border growth is accelerating, and inbound brands are moving faster into the US. The differentiator is execution: realistic timelines, clean disclosure, and scalable systems that can withstand regulator and litigation scrutiny.

/Insights

• “Is the End to Joint Employer Complications in Sight?” Franchise Times, March 2026 (quoted)
• “NY franchise renewals just got faster—but deadlines are imminent,” March 2026 (author)
• “Member Briefing: New York Franchise Registration Early Review Program & Common Deficiencies,” International Franchise Association, March 2026 (speaker)
• “Maryland’s Fast Track Franchise Registration Pilot Program — What Franchisors and Counsel Need to Know,” International Franchise Association, January 2026 (speaker)
• “Is Confession Good for the System? How to Work with Regulators to Manage Regulatory Mistakes,” ABA 48th Annual Forum on Franchising, 2025 (speaker)
• “Implementing Challenging Technologies in Franchise Systems,” ABA 46th Annual Forum on Franchising, Dallas, Texas, November 2023 (co-author)
• “International Development Primer - Key Legal Issues for Non-Lawyers,” June 2023 (speaker)
• “General Session: Judicial Update,” IFA Legal Symposium, May 2023 (moderator)
• “Legal Analysis of the Franchise Model,” Georgetown University Franchise Management Course Spring 2022 Course II, April 2022 (presenter)
• “Women In Franchising Leadership Panel Discussion,” Delaware Black Chamber of Commerce-Women In Franchising Leadership, March 2022 (panelist)
• “Three’s A Crowd: Navigating The World of Franchisor, Master Franchisee/Area Representative, and Unit Franchisee Relationships and Their Distinct Interests,” 44th Annual ABA Forum on Franchising, October 2021 (co-author)
• “United States,” The Franchise Law Review, 8th edition, Chapter 42, Law Business Research Ltd., March 2021 (co-author)
• “General Session with Judicial Update: Franchise Termination and Bankruptcy Cases,” International Franchise Association Legal Symposium, May 2019
• “Franchise Desk Book, 3d Edition,” Maryland Chapter, ABA Forum on Franchising (2019) (co-author)
• “How to Expand Your Fitness Business Through Brand Management and Careful Investment,” Club Industry, October 2018 (co-author)
• “Exemptions and Exclusions under Federal and State Franchise Registration and Disclosure Laws,” North Dakota Chapter, ABA Forum on Franchising (2017) (co-author)