Edward M. Dolson

Swanson Midgley, L.L.C., Kansas City, USA

Ed Dolson, a Kansas City native, obtained his B.S. in Business Administration from the University of Kansas in 1960 and a Juris Doctor Degree from the University of Michigan Law School in 1963. Upon graduation, he joined the Wall Street firm of Reid and Priest in New York City, practicing in the commercial transaction, mergers, and acquisitions and securities regulation fields. After three years of practice in New York, Ed returned to Kansas City in 1966, working on general commercial/corporate business transactions, contracts and similar matters.

Starting in 1971 he represented ERA Real Estate in all of their organizing activities for a real estate franchise system. In addition to counseling on the structure and formation of this franchise system, he drafted and provided assistance in compliance requirements and handling questions under the FTC Rule and State franchise regulatory laws, including drafting of franchise agreements and the annual versions of the required Offering Circular. Ed also drafted and negotiated area development agreements and international franchise agreements (Australia/Canada) for ERA. Ed was a liaison in various FTC audits of ERA's franchise system.

Since 1971 Ed has represented numerous other franchisors, both those headquartered in Kansas City and elsewhere, and has assisted in negotiations for franchise sales, dealer programs and licensing transactions and in ongoing franchise relationship issues. He prepared and negotiated several other area development/master territorial licenses and international distributorships for operations in Canada.

Ed's franchise clients have been involved in real estate brokerage, automobile repair, cleaning, accounting, fine dining and fast food restaurants and financial services, but the majority of his work has been in the service industry field and involved conversion franchising.

In recent years Ed has emphasized practice in franchisor-franchisee mediation and arbitration situations, although he has considerable experience in litigation of these type matters too. Ed has prosecuted and defended injunction hearings and has represented franchisors in other litigation/arbitration cases, including claims for vicarious liability, wrongful termination, non-competition, misrepresentation, unfair competition practices, breach of obligations under franchise or other distribution system standards, breach of contract claims and breach the covenant of good faith and fair dealing. He has been involved in numerous cases for enforcement of franchise agreements, including collection of past-due and future royalties. He has tried and argued on appeal cases involving choice of law and choice of forum issues. He has successfully defended attempts to avoid earlier agreed to arbitration proceedings and has defeated attempts to bring a class action in arbitration.

Ed has also represented franchisee groups in negotiations over system-wide changes and in providing protection to franchisees on sales of franchisor's business His experience in mergers and acquisitions of franchise systems also includes representation in substantial acquisitions of or by franchisors.

Other representative clients in the franchise/distribution/licensing field are: H&R Block, Mr. Goodcents, CARSTAR Automotive, United Country Real Estate, Raco Car Wash Systems, Lamar's Donuts, Kwik Copy, AMBAC International and Z-Teca Mexican Grill.

A second specialty in which Ed is involved is banking, ranging from working with the bank's organizers to the founding of banks and meeting and negotiating with all federal and state regulatory bank authorities to preparation and review of all start-up documentation and filings therefor. These efforts include drafting executive employment agreements with phantom stock plans and stock appreciation rights, and stockholders agreements concerning stock transfers among the bank/bank holding company's stockholders. Ed has dealt with the Office of The Comptroller of The Currency (OCC), Federal Reserve Bank (FRB) and Federal Deposit Insurance Corporation (FDIC) in this area. He has had specific negotiations with these regulators concerning issuance of stock options or "cheap stock".

In addition to his work in organizing and representing community banks, including sale of community banks to major bank holding companies (such as Boatman's Bancshares and Mark Twain Bancshares (now U.S. Bank)), he has negotiated numerous major bank loans and has been involved in bank workouts for financial clients, including appearing in Bankruptcy Court.

In working on the formation of community banks and other small/medium businesses, Ed has structured and drafted the documents and prospectuses necessary for private securities offerings in compliance with Reg D of the Securities and Exchange Commission and in registrations under State blue sky laws. This work involved drafting escrow agreements and working with escrow agents on minimum/maximum offerings. He has also assisted stockholders in sales under Rule 144 of the Securities and Exchange Commission.

Ed has been involved in the merger and acquisition of community banks and also in these sorts of transactions or deals involving general business entities, including the multi-million dollar sales of ERA Real Estate to Control Data Corporation and sales of Foster Lumber Company and Paxton Lumber Company (which sales involved heavy emphasis on status of hundreds of lumber yards and other real estate owned by sellers). The structure of these deals involved asset purchases, cash-out mergers, stock mergers, redemptions and reorganizations.

In recent years Ed has been heavily involved in substantial commercial litigation/arbitration involving claims for misrepresentation, tortious interference, breach of fiduciary duty, breach of put option rights, numerous cases of contract interpretation and enforcement and rights under sequestration orders.

• Missouri Corporate Forms & Practice, Aspen Publications, 1987
• Drafting to Protect Franchise: Considerations in Negotiating & Drafting Non-compete Confidentiality & Transfer Provisions in Franchise Contracts, ABA, 1998
• Should You (or Could You) Franchise Your Business, St. Louis Journal of Commerce, Mar., 1990
• Forming a New Business with Passive Shareholders, Financial Forum IV of MO Soc. of CPA''s
• Numerous Articles, National Franchise Law Institute