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.
Areas of Practice
- Franchising, Licensing and Distribution
- Franchise Regulatory and Compliance
- Corporate/Mergers & Acquisitions
- Commercial Contracts
- New York
- New Jersey
- U.S. District Court Eastern District of New York
- U.S. District Court Southern District of New York
- U.S. District Court District of New Jersey
- Harvard Law School, Cambridge, Massachusetts
- J.D. - 2005
- Cornell University, Ithaca, New York
- B.S. - 2001
- Honors: Cornell Presidential Research Scholar; Dean's List; Graduation With Honors
- New and Recurring Issues in Franchise Brand Acquisitions, International Franchise Association, 54th Annual Legal Symposium, 2022 (Co-Author and Co-Presenter)
- Gift Card Best Practices for Franchise Systems, The Franchise Lawyer, Winter 2022
- Three’s a Crowd: Navigating the World of Franchisor, Master Franchisee/Area Representative, and Unit Franchisee Relationships and Their Distinct Interests, American Bar Association 44th Annual Forum on Franchising, Atlanta, Georgia, October 2021 (Co-Author and Co-Presenter)
- Europe struck down its data deal with the U.S. Facebook, other companies are in trouble, The Washington Post, July 17, 2020 (Co-Author)
- Passage of Stabilization Laws Responding to COVID-19 Crisis: Key Provisions Applicable to Franchising, Kaufmann Gildin & Robbins LLP Client Bulletin, March 29, 2020, and update Bulletins April 5, April 24, and June 19, 2020
- Supply and Demand: How to Negotiate Supplier and Distributor Agreements and Work with Franchisees Regarding Their Implementation, International Franchise Association, 52nd Annual Legal Symposium, 2019 (Co-Author and Co-Presenter)
- The Accidental Franchise and the New York Restaurateur, New York City Bar Association, Business Law Subcommittee of the Hospitality Law Committee, Spring 2019 (Co-Author)
- Issues in Growth by Multi-Unit Franchising, Franchise Law Journal, Winter 2019 (Co-Author)
- Alternatives to Traditional Capital Raises for Restaurateurs, New York City Bar Association, Business Law Subcommittee of the Hospitality Law Committee, July 2018 (Co-Author)
- Exemption Based Franchising for Established and Start-Up Franchisors, International Franchise Association Legal Symposium, Washington, D.C., May 2017 (Co-Author and Co-Presenter)
- Data Security: Evolving Legal Considerations for Franchisors, Journal of Internet Law, September 2016
- Cyber-Security for Franchisors, Business Law Today (published by the American Bar Association), July 2016
- Mediation Basics for Lawyers and their Clients, Electronically in Touch (the official e-newsletter of the Young Lawyers Section of the New York State Bar Association), January 2012 (Co-Author)
- Adversarial Legalism as China’s Primary External Model of Legality: What Does It Mean For China’s Future?, 2 U. PA. E. ASIA L. REV. 65 (2006).
Professional Associations and Memberships
- American Bar Association, Member, Forum on Franchising
- American Bar Association, Member, Section on Business Law (including Subcommittee on Mergers and Acquisitions and Subcommittee on LLCs, Partnerships, and Unincorporated Entities)
- International Franchise Association, Member of Planning Committee, 2022 and 2023 Legal Symposia