David B. Ramsey

David Baharvar Ramsey focuses his practice on domestic and international franchising and corporate transactional matters. He is the head of the firm's international franchise practice and the chair of the firm's Corporate/Mergers and Acquisitions and Securities Practice Group. He has diversified transactional experience in franchise matters, as well as many years of experience in corporate mergers and acquisitions, corporate governance, and commercial contractual matters.

David's years of franchise law experience includes guiding franchisors in preparing their franchise disclosure documents; representing franchisor clients to state regulators and franchise examiners in order to secure franchise registrations and exemptions; drafting and negotiating franchise agreements and development agreements; negotiating and structuring system-wide and regional supplier arrangements and drafting agreements memorializing the same; acting as special franchise counsel to advise on financing transactions such as the securitization of franchisor royalty streams; counseling franchisors on a variety of franchise relationship issues such as franchise termination and strategies to avoid and resolve disputes with franchisees; and otherwise advising both emerging and mature companies with respect to planning, structuring and implementing their franchise, distribution and licensing programs.

David's corporate law background includes negotiating and navigating all legal aspects of mergers, acquisitions and divestitures of companies and divisions (including assisting private equity firms with the purchase and sale of franchise systems as well as other types of businesses); the formation and governance of corporations, limited liability companies, joint ventures and partnerships; venture capital investments in businesses; corporate re-organizations; and general corporate legal advice. 

Finally, David's commercial contracts legal experience includes negotiating and drafting a wide variety of licensing agreements, e-commerce and software development agreements, procurement contracts, outsourcing contracts, consulting, supplier, and master services agreements.

David’s clients have included domestic and international franchisors; private investment funds; special committees of boards of directors; global publishing, media and entertainment brands; telecommunications and cable companies; insurance companies; real estate companies; e-commerce companies; and product manufacturers and service providers in a wide variety of industries.

David is a graduate of Harvard Law School, where he was a Co-Executive Editor of The Harvard Negotiation Law Review, an External Training Co-Director of the Harvard Mediation Program, and a member of the Consortium on Global Leadership. He is also a graduate of Cornell University, where he was a Cornell Presidential Research Scholar for all four years, Co-Chair of the Cornell Coalition for the Homeless, on the Dean's List, and graduated with Honors.