Kaufmann Gildin & Robbins:

Jeff Walter (00:05)

Hi, I’m Jeff Walter and welcome back to the Training Impact Podcast, where we explore scaling performance through training infrastructure. My guest today is David Ramsey. David is our partner at Kaufman, Gilden, and Robbins, where he helps franchise brands navigate the legal and business complexity of growth, expansion, compliance, and long-term success.

 

With deep experience advising emerging and established franchise or David brings a unique perspective on how the right how the right legal foundation can support stronger franchise systems, better franchisee relationships, and sustainable growth through affected operational and training strategies. David, welcome to the program.

 

David B. Ramsey (00:42)

Thanks very much. I’m glad to be here.

 

Jeff Walter (00:44)

So David, as as as my listeners know, I I’m always interested in the biographical and how somebody ended up where they end up. You know, most most folks think that, you know, when they see somebody who’s achieved things like you you have, that they just, you know, they popped out of the womb that way. And that’s just the way it’s always been. But the the journey is always very interesting. So how did you end up at as a partner over at Kaufman, Guild and and Robbins?

 

David B. Ramsey (01:08)

Sure, yeah, well I’ve been practicing law a little over 20 years and I originally was a general corporate attorney, transactional. I really enjoyed making deals more than litigating, it just felt a lot more productive and helping businesses grow in that way, whether it’s a merger or an acquisition or a commercial contract of some sort, that kind of thing. And I did that for about 10 years.

 

And then was really looking for a niche area, you know, because that just helps attorneys in general these days. We’re becoming more more niche-oriented to be an expert in a particular area. And I had never heard of franchising, to tell you the truth. For the first 10 years, I practiced the law.

 

But a recruiter, a headhunter called me, told me what franchising is, told me there’s this particular boutique firm that specializes in it, which is my current firm, Kaufman, Gilden & Robbins, and that they’re also looking for someone who can do corporate work and transactional work. So I went in for an interview to learn about it and just thought it was really interesting. That’s what it is. It’s a niche area where general corporate contracts and deal making

 

is combined with a certain regulatory aspect. one of the most regulated industries in the US, which is franchising, as far as corporate transactions go. So I’ve been doing it for over 10 years now, and I really enjoy it. What I probably enjoy the most is the deal making, the negotiation over large franchise deals, area development agreements, master franchise agreements, that kind of thing, both domestically and internationally.

 

So that’s probably my favorite part about it, but that’s how I got into it and that’s how I am where I am today.

 

Jeff Walter (02:44)

Well d and so what about that is it the combination of the legal regulatory framework combined with the deal making and how do you operate within that

 

David B. Ramsey (02:54)

Yeah.

 

Jeff Walter (02:55)

matri that with that within that environment? Is that what you find fascinating?

 

David B. Ramsey (02:58)

Yeah,

 

yeah, mean, I so like, I really enjoy advising both the small franchisors who are perhaps just starting up or already have a system and are trying to build up their unit count. And some of

 

Jeff Walter (03:12)

Mm-hmm.

 

David B. Ramsey (03:12)

the largest franchisors in the world like, you know, 7-Eleven, Intercontinental Hotel Group, Jani King, my firm represents a lot of the big ones too. And the middle, middle range folks as well.

 

And yeah, it’s guiding them, especially for the newer folks, on how they can scale, how they can make money franchising, but in a legally compliant way so they can keep the money and not just make it. Yeah.

 

Jeff Walter (03:37)

Yeah, yeah, that’s the first time I’ve heard that. I like that.

 

They’re doing a legally compliant bike so they can keep the money and it doesn’t

 

David B. Ramsey (03:45)

Yeah.

 

Jeff Walter (03:45)

get taken from. That’s awesome. I like that. That was a good one.

 

David B. Ramsey (03:48)

Yeah, and

 

I mean, because in franchising there are things, big things to watch out for. First of all, it’s not only civil liability that you could undergo if you illegally sell franchises without going through the regulatory steps to do it properly, at both the federal law level and the state law level, but there’s criminal liability, potential criminal liability, depending on your intent and that kind of thing.

 

But, you know, and there have been big cases in even just the last few years about franchisers who sold hundreds of units and were committing fraud and, you know, were not only held civilly liable but also criminally liable and even made to leave the country because, you know, they are not unable to do business in the U.S. after that. So it’s really important. I really enjoy guiding folks. And for

 

Jeff Walter (04:36)

Yeah.

 

David B. Ramsey (04:36)

a lot of the folks, both the larger franchisers and the smaller ones,

 

I end up being not only a legal advisor, but a more general business and strategic advisor based on experience of what I’ve seen, what works, what doesn’t work in terms of scaling, in terms of growing, and also expanding abroad. So I really enjoy all of that.

 

Jeff Walter (04:56)

Well so y you you raised some interesting points there and and just a couple of things. You know, whenever I think of law and and legal and compliance, I I I always bifurcate my head. Right? There are bad actors, right? There there are people that are bad actors and they’re trying to do things that are bad. It just in a ethical space. And then there are good actors that are that and and and

 

For the most part, the law does a good job at separating behavior of bad actors versus good actors. But I think the thing that a lot of people, and especially a lot of people I seen in in franchising, you know, it’s it’s the good actor that finds themselves in a bad spot because they of usually lack of knowledge or behavior. And so when

 

David B. Ramsey (05:39)

Mm-hmm. Yeah. Yeah.

 

Jeff Walter (05:43)

you were s talking about those, you know, criminal and civil.

 

I I could I could hear myself and I could hear others saying, Well well, I I’m a good actor. You know, so you know, like yes, if I’m trying to swindle you out of your fifty thousand dollar franchise fee and you know, like you know, but I’m not. I’m actually trying to grow my business and it’s a fifty thousand dollar franchise fee and da da da da. I think the b the biggest concern I you know, that I think fee folks have is is if they’re a good actor but they but they they

 

through usually ignorance, run into a roadblock that and all of a sudden, from a legal standpoint, they’re labeled a bad actor and they’re like, all I was trying to do is help people succeed. Right. So what what what are you some of the common like like when you look at the federal and the state and you look at you mentioned a couple of

 

you know, some of the legal framework earlier with the master service the distributor agreement, you master franchise agreement, the area development agree, that is also the you know disclosure document. What what

 

David B. Ramsey (06:39)

Yes.

 

Jeff Walter (06:40)

are some of those things? And if I was, you know, a let’s just start with the you know, I I I you know, maybe I’m an emerging franchiser and I’ve you know, what what what do I need to know so that as a good actor

 

David B. Ramsey (06:54)

Yeah.

 

Jeff Walter (06:54)

I don’t find myself on the wrong side of the tracks.

 

David B. Ramsey (06:57)

Sure, Well, first thing that comes to mind is, you you need experts, the right experts to guide you. What I mean is, if you want to sell franchises properly in the U.S., you’re going to need a lawyer that knows franchise law, not just a generalist, because a lot of folks come to us after a generalist gave them the wrong advice and then they’re in a pickle. So you’re going to need an accountant, a CPA, that knows franchising, is able to do audits.

 

because franchisors have to provide audited financial statements to their prospective franchisees and knows how to do audits in the franchising context. If they don’t have any

 

Jeff Walter (07:31)

Okay.

 

David B. Ramsey (07:31)

experience doing it for a franchisor, you’re better off going to someone who does.

 

Jeff Walter (07:35)

Mm-hmm.

 

David B. Ramsey (07:36)

And a lot of franchisors, even the new ones, it’s up to them. It’s not legally required, but it’s advisable. There are business consultants in franchising that can help guide them in terms of establishing training protocols.

 

establishing training modules, manuals, putting in writing their system in a way that’s consistent legally, you know, with their franchise disclosure documents. So going to one of them can also save a lot of time and headache later on. So, but what they need to know about in terms of the law, you want me to talk about just the basics, franchise law, how it works?

 

Jeff Walter (08:08)

Yeah, yeah, yeah. Yeah, just yeah.

 

David B. Ramsey (08:10)

Yeah. So to sell a franchise in the U.S. and these laws were written

 

a while ago, mostly in the 1970s. So they’re

 

Jeff Walter (08:17)

Uh-huh.

 

David B. Ramsey (08:18)

a little bit out of date, but they’re still very much in force. To sell a franchise in the US, you need to create a franchise disclosure document, which tends to be a lengthy document under the Federal Trade Commission that the US federal government’s franchise rule. And that’s been in place for decades now. It’s been amended, but it hasn’t been amended for quite a while.

 

It’s a number of disclosures you have to put in for prospective franchisees. And it

 

Jeff Walter (08:45)

Okay.

 

David B. Ramsey (08:46)

takes a while to put these together. And these disclosures, you know, with the audited financial statements, with your form of franchise agreement and any other agreement you’re going to require them to sign, the point of it all is a sort of consumer protection gist. It’s to protect the franchisee, make sure they are disclosed with all material facts.

 

And in that sense, it’s similar to securities law in that the standard for what do I have to disclose to them? What’s material is similar to under securities law, which is another heavily regulated industry. So you need to do that. And then there are 14 states that have their own franchise registration and disclosure laws. So disclosure,

 

Jeff Walter (09:23)

Okay.

 

David B. Ramsey (09:24)

need you to have that franchise disclosure document again, but they need you to register it with the state.

 

And some of those states take a very careful look at it to see if it complies with that franchise rule. If it has everything it has to. And they often have comments. So there’s a process of back and forth with state regulators and state examiners to make sure your franchise disclosure document has everything they think it needs to have in it before you can offer or sell a single franchise in those 14 states. And those 14 states tend to be the more populous states, the bigger states.

 

Jeff Walter (09:58)

Right.

 

David B. Ramsey (09:58)

So

 

if you’re looking to sell nationwide or even regionally, it’s more likely than that you’re going to have to deal with one of those states.

 

Jeff Walter (10:05)

Okay. So th well that’s interesting. So I get my franchise disclosure document, which makes sense and that’s under the federal guidance. And then depending on what state I want to go into, and and then there’s obviously the franchise agreement that says, you know, you give me a nickel for this, I give you you know, I put marketing dollars into that and t

 

David B. Ramsey (10:23)

Right.

 

Jeff Walter (10:23)

you know, all that kind of you know, the that outlines the business agreement, which is which one would think of as more, you know, classic business contract.

 

stuff. Right? Like

 

David B. Ramsey (10:32)

Yeah, yeah.

 

Jeff Walter (10:33)

like we’re you and I are are engaging

 

David B. Ramsey (10:36)

Right.

 

Jeff Walter (10:37)

in a business relationship. This document outlines the nature of the business relationship.

 

David B. Ramsey (10:41)

Yeah.

 

Jeff Walter (10:42)

I do this for you, you do this for me. Consideration goes back and forth and and you know

 

David B. Ramsey (10:47)

Well, I mean,

 

I guess that’s putting it in a nutshell. the

 

Jeff Walter (10:50)

Right.

 

David B. Ramsey (10:52)

reality is a lot of, there’s a lot that has evolved over the decades about

 

Jeff Walter (10:56)

Right.

 

David B. Ramsey (10:57)

franchise law, things that you’re going to want to put in your franchise agreement if you’re a franchise

 

Jeff Walter (11:01)

Right.

 

David B. Ramsey (11:01)

or that are not just going to come to you intuitively.

 

Jeff Walter (11:05)

No, I I’m sorry, I didn’t

 

mean to I I I meant I meant it in in terms of in in in in standard like business law, like there’s you’re in this domain, I’m doing cons you know I I’m doing something. I’m do I’m I’m in the health industry and I’m you know and and

 

David B. Ramsey (11:20)

sure.

 

Jeff Walter (11:21)

there’s s kind of a standard set of terms and conditions you would see in something that has to do with

 

a prov you know, a medical provider insurance company. you

 

David B. Ramsey (11:32)

Yeah.

 

Jeff Walter (11:33)

know, but but it’s it’s and to your point, like there are things you that you gotta put in there because it’s evolved over time to protect each party. So same thing with franchise. I didn’t mean it’s just like blank sheet, but I meant but I meant like within

 

David B. Ramsey (11:43)

yeah. Yeah.

 

Jeff Walter (11:45)

the purview of the industry, it’s it’s more like, okay, here’s the typical things you would see in a franchise agreement, but it’s not the FTC saying,

 

You must have a statement

 

David B. Ramsey (11:53)

yeah.

 

Jeff Walter (11:54)

about this and a statement about that. yeah.

 

David B. Ramsey (11:56)

No, they

 

are more concerned with what you disclosed before you sell the franchise in your

 

Jeff Walter (12:01)

Right.

 

David B. Ramsey (12:01)

disclosure document. But what’s in your actual

 

Jeff Walter (12:03)

Well yeah.

 

David B. Ramsey (12:03)

contract, your franchise agreement, that’s up to you

 

Jeff Walter (12:07)

Right.

 

David B. Ramsey (12:07)

as a franchisor. you know, it’s funny, having come from another area of law to franchising, it gives me kind of a different perspective. know, certain words have very particular meaning in franchising that’s not necessarily intuitive. Words like, what does it mean to be exclusive?

 

to have an exclusive territory. And that has a very particular meaning in franchising and you have to be very careful before using that word. And it’s not to be thrown around lightly. You could get in major trouble for using it too loosely in your contract. So, you know, things like that, it’s best to go with guidance of an attorney who knows franchise law.

 

Jeff Walter (12:44)

Yeah.

 

Well, you know, it’s it’s really interesting you bring that up. I was just ha I literally this morning I was just having a a conversation with somebody. Had nothing to do with law, but we were talking about taxonomy. And they were talking

 

David B. Ramsey (12:55)

Uh-huh.

 

Jeff Walter (12:56)

about using AI to

 

David B. Ramsey (12:58)

Yeah.

 

Jeff Walter (12:58)

to to generate the taxonomy off of content.

 

David B. Ramsey (13:02)

Uh-huh.

 

Jeff Walter (13:02)

And what they were talking about was

 

It’s better to have the AI to train an AI to do that because it happens consistently and therefore the particular category has a consistent meaning. And it just reminded me, like we tend to think of language as highly specific, but it really isn’t. It’s

 

David B. Ramsey (13:20)

Yeah. Right.

 

Jeff Walter (13:23)

it’s it’s an approximation of r what we’re hoping to get with reality. And

 

David B. Ramsey (13:26)

That’s so true,

 

yes.

 

Jeff Walter (13:28)

And and

 

th this is what they were saying about taxonomy. Like I like the the example we were using was, you know, like he he was talking about how he you know back in the day used to do stock photos for for large you know broadcast industries. And you and you’d have to categorize it, right? And like one thing would be like, you know, Beach Sunset. Well

 

David B. Ramsey (13:48)

Yeah.

 

Jeff Walter (13:49)

the pictures that I would tag as Beach Sunset would be different than the pictures you tag as Beach Sunset.

 

David B. Ramsey (13:54)

Right.

 

Jeff Walter (13:54)

And

 

the other three dozen people tagging pictures on Beach Sunset. And so we end up getting this Uber definition of Beach Sunset of all of them. And yeah,

 

David B. Ramsey (14:03)

Yeah.

 

Jeff Walter (14:03)

they all got the sun on a beach, but they’re you know, but it’s it’s more vague. Whereas

 

David B. Ramsey (14:07)

Yeah.

 

Jeff Walter (14:08)

when they when he trained the AI trained an AI to

 

David B. Ramsey (14:12)

Yeah.

 

Jeff Walter (14:12)

do it, it’s like nope, consistently use the same definition.

 

Now you might use a little different definition. I might use a little different definition. But the user got to

 

David B. Ramsey (14:20)

Really? Yeah.

 

Jeff Walter (14:21)

learn that it meant this specific thing. And when and talking about l law

 

David B. Ramsey (14:24)

What? Yeah.

 

Jeff Walter (14:26)

law and language, like you just said, exclusive,

 

David B. Ramsey (14:29)

Yeah.

 

Jeff Walter (14:29)

it’s like I that would be like a word that I would not think that would not come to my mind as a journeyman or

 

or you know, you know,

 

David B. Ramsey (14:37)

Yeah. Yeah.

 

Jeff Walter (14:39)

I’ve I’ve been around enough, I’m not a lawyer, but I’ve I’ve

 

read enough contracts over the years to kind of have some vague some decent understanding. I I I consider myself a educated consumer. I would

 

David B. Ramsey (14:50)

Yeah.

 

Jeff Walter (14:50)

never have picked out the word exclusive as having a particular

 

David B. Ramsey (14:53)

like something

 

Jeff Walter (14:54)

industry specific known you know, term to art. You know, like

 

David B. Ramsey (14:57)

Right.

 

Jeff Walter (14:58)

like and and yet it means something very specific in that

 

David B. Ramsey (15:00)

Absolutely. Yeah,

 

like you can’t say in a franchise disclosure document, we give you an exclusive territory. Like the territory is yours for your, say, ice cream shop,

 

Jeff Walter (15:10)

Right.

 

David B. Ramsey (15:11)

two miles around your ice cream shop. It’s yours. You have the exclusive territory. You can’t say that if you reserve the right as a franchisor to do anything, like to go in and say, package that same brand of ice cream that you create and put it and sell it in supermarkets.

 

It’s not a store, it’s nothing like an ice cream store, but if you’re reserving the right to do that, you can’t say you’re giving them an exclusive territory then. Whereas you can’t use the word. Whereas

 

Jeff Walter (15:35)

Right.

 

David B. Ramsey (15:36)

in other areas of law, you can use the word, just explain what you mean by it. No, in franchising

 

Jeff Walter (15:39)

No.

 

David B. Ramsey (15:40)

you cannot. So it’s interesting. Another term you see, not only in franchising, but in a lot of areas of law is the word partner.

 

And a lot of franchisers, including some of the biggest, still use it. Well, we have our franchise partners, right? Our franchise partners, thousands of franchise partners around the country, but they’re not actually legally partners. know, partnership has a legal meaning, which you

 

Jeff Walter (16:02)

Yeah.

 

David B. Ramsey (16:03)

don’t want to confuse, especially in franchising, there’s been so many issues in the last few years about joint employment and vicarious liability, a franchisor

 

Jeff Walter (16:10)

Yes. Yes, huh?

 

David B. Ramsey (16:13)

being held by some court or other here or there.

 

liable for the things that its franchisee did.

 

Jeff Walter (16:18)

Right.

 

David B. Ramsey (16:19)

Whereas the franchisee is an independent business. That’s how franchising works. know, the franchisee owns their own business, decides who to hire, who to fire, and all sorts of things about the daily running of their business, human resource management, etc. That the franchiser has no control over whatsoever. And so calling them your partner is again, it’s like language, the limits of language, you know.

 

Jeff Walter (16:40)

Yeah.

 

David B. Ramsey (16:42)

Most people

 

Jeff Walter (16:42)

It’s

 

David B. Ramsey (16:43)

know that you don’t mean they’re literally your partner. They don’t have equity in your business, you don’t have equity in their business. But it’s tricky and dangerous to use that terminology, I think.

 

Jeff Walter (16:53)

Yeah.

 

Yeah, well and and and j just shifting gears, you you mentioned the joint employment. a an another thing and and this actually pertains particularly to training, ’cause I’ve had conversations with another number of franchise oars over the years, and it and it always kinda depended on what the temperature was like politically. Like

 

David B. Ramsey (17:12)

Yes.

 

Jeff Walter (17:13)

there there was a

 

and and and it and they kind of accelerated and decelerated the franchisee employee training. Because

 

David B. Ramsey (17:21)

huh, yeah.

 

Jeff Walter (17:22)

you know, so as not to cross some imaginary line of

 

David B. Ramsey (17:27)

right.

 

Jeff Walter (17:27)

jointly and severally liable for you know,

 

David B. Ramsey (17:30)

Yeah.

 

Jeff Walter (17:31)

you know, especially back I I think it was a number of years ago now that when California really put the the

 

was putting the pressure on basically saying, well, you work for the local McDonald’s franchisee, so therefore McDonald’s corporation, you know, the franchise or is liable for ABC, you know, is is responsible for A B C D, right?

 

David B. Ramsey (17:48)

Yeah.

 

Jeff Walter (17:49)

Whether it was, you know, whatever, you know, anything. And

 

David B. Ramsey (17:53)

Yeah.

 

Jeff Walter (17:53)

and so where we stand

 

I I the question I just have you, just you know, free counsel, thank you, is well no because you know, I’m in the training business. We do we do a lot of training with franchise oars. And I

 

David B. Ramsey (18:05)

Yeah.

 

Jeff Walter (18:05)

I get that that there’s like sometimes there’s hesitancy to go to a certain depth of training to or extend the training out to the end, you know, the frontline worker, which is the

 

David B. Ramsey (18:17)

Yes.

 

Jeff Walter (18:17)

fran which is a franchisee employee.

 

Be because of that and w is i w where do we i should somebody be concerned about that at this point in time?

 

David B. Ramsey (18:26)

Oh, I would say still very much it’s something to be concerned about. Yeah. But the pendulum has swung with the Trump administration fully pretty much to the side of less worry about it than it was under the Biden administration. And then under the Trump administration, it had swung back to being less worried about it. And originally it was under the Obama administration that this originally became a big issue. We’re

 

Jeff Walter (18:53)

Right.

 

David B. Ramsey (18:53)

talking, what, 10, 15 years ago now.

 

So you’ve been

 

Jeff Walter (18:55)

Yeah, but

 

David B. Ramsey (18:56)

going on for a while and the confusion has not been good for business,

 

know, for

 

Jeff Walter (19:00)

Right.

 

David B. Ramsey (19:01)

franchising. You know, some people were saying, oh, this is going to be a death knell for, for franchising. This is going to endanger the entire business model. I don’t know about that, but yeah, as far as training goes, look, I mean, these cases, it’s a complicated subject and we could spend an hour talking about just that. So I’m going to try to, you know, not go into too

 

Jeff Walter (19:18)

Okay.

 

David B. Ramsey (19:19)

much, but the, the cases.

 

Sometimes

 

bad facts make bad law as they

 

Jeff Walter (19:25)

Right.

 

David B. Ramsey (19:25)

they taught me in law school. And so, you know, you have cases where franchisers were kind of crossing the line, telling franchisees how to schedule their employees, you know, getting involved in talking with the employees directly of their franchisees, you know, where it’s really the franchisee as their boss who should be talking to the employee, you know, giving them.

 

assessments

 

Jeff Walter (19:47)

huh.

 

David B. Ramsey (19:48)

and that sort of thing. Now, the nature of franchising though is that this is perhaps always going to be an issue to some extent because a franchisor has to maintain consistency in the use of its trademark even though other people are using it, Franchisees are using it, right? So otherwise it loses trademark protection under trademark law. if

 

Jeff Walter (20:07)

Right. Mm-hmm.

 

David B. Ramsey (20:09)

a franchisor doesn’t get out there and train,

 

You know, it’s franchisees and perhaps it’s franchisees employees like it’s franchisees managers, you know, in how to run the businesses, how to do it a certain way in various respects, it’s going to lose its trademark protection which defeats the whole purpose of franchising. So a

 

Jeff Walter (20:28)

Yeah.

 

David B. Ramsey (20:28)

lot of people lose sight of that. so there’s a certain need for franchisers to be involved. As far as the legal standard,

 

you know, whether you’re talking about the Department of Labor’s legal standard or the National Labor Relation Board’s legal standards, and these things have slight variations, you know, and it had, the pendulum has swung back and forth about control. What does it mean for a franchisor to control the franchisee and the franchisee’s employees? Is it just reserving the right to step in if things go crazy, if things go awry at a franchisee’s business?

 

and it’s endangering the trademark, it’s endangering the whole brand for the franchisor to step in. Is it just reserving the right to do that in certain respects? Is that control or is it actually controlling on a day-to-day basis? So I’m just gonna leave it there because we can talk about it forever.

 

Jeff Walter (21:17)

Well

 

well I I I yes, but just one well let me ask one follow up and then we can move on to other other stuff.

 

David B. Ramsey (21:23)

Sure. Yeah.

 

Jeff Walter (21:25)

Because well, ’cause it it ties into it relates to something that I that I’ve I’ve talked to other people about scaling.

 

David B. Ramsey (21:33)

Yeah.

 

Jeff Walter (21:33)

And and scaling

 

There are some precursors

 

David B. Ramsey (21:35)

you

 

Jeff Walter (21:36)

to scaling. Like obviously you y you need the proper legal framework to scale, right? That we’ve we’ve talked about. I was talking to a franchise or friend of mine and and they were trying to get to New York and they New York is one of those states, I believe. And

 

David B. Ramsey (21:55)

Yes.

 

Jeff Walter (21:56)

she had just gotten that, you know, from whatever the agency was, whatever the name of it and

 

But but yeah, yeah, yeah. Yeah, they

 

David B. Ramsey (22:02)

the franchise regulator in New York. It’s actually the attorney general’s office in New York that regulates.

 

Jeff Walter (22:07)

were they had just gotten their stamp of approval and they could they they’re sell franchise franchises in the s state of New York. but what I was gonna say, but but but on a scale side, you know, you got your legal framework in place, but then order to do it well and to do it consistently and protect the brand

 

It’s it’s all about processes. So my question to you on the the training side and the control side

 

David B. Ramsey (22:28)

Yeah.

 

Jeff Walter (22:29)

is a lot of the franchise a lot of the franchises or for a lot of the brands are are are not just, you know, here’s my logo, but there’s a set and this is what the franchisees are buying, is a set of business processes, right?

 

David B. Ramsey (22:44)

Absolutely,

 

yes.

 

Jeff Walter (22:44)

This is how you do market,

 

you know. Here is the best process. Here’s the best practices process for doing marketing and sales for this brand. And here’s a and here’s a system to support that. Here’s the best way, you know, here is the you know, chem dry way of carpet cleaning

 

David B. Ramsey (23:01)

Uh-huh.

 

Jeff Walter (23:01)

a rug, a carpet, right? You do it this way. You do

 

David B. Ramsey (23:03)

Yeah. Yeah.

 

Jeff Walter (23:04)

A, you do B, you do C. Here’s the best way, you know, these are the best practices for doing the accounting. If you’re training the

 

David B. Ramsey (23:10)

Yeah. Well.

 

Jeff Walter (23:13)

franchisee and the franchise employee on these processes. A lot of times you have supporting technology, but there’s a but there’s a process. You do A, you do B, you do C. At what point do you cross I and I know it’s a fuzzy line, and I’m not asking and I’m not

 

David B. Ramsey (23:31)

Yeah, it is a fuzzy line.

 

Jeff Walter (23:33)

asking for necessarily legal advice for anybody in particular, but from a from a a

 

From that from my original premise of I’m a good actor trying to be on the right side of the rails,

 

David B. Ramsey (23:44)

Yeah.

 

Jeff Walter (23:45)

and not inadvertently cross over into something that’s a sticky wicket. to mix my metaphors. like how i

 

David B. Ramsey (23:52)

Yeah, go ahead, go ahead.

 

Jeff Walter (23:53)

if I’m if I’m focusing on process training and you do A, B, and C, I’m not saying that you, David, have to do this. I’m just saying that

 

your franchise you know, as a fr the franchise owner has to have at least three people that do this because this is an

 

David B. Ramsey (24:09)

Yeah.

 

Jeff Walter (24:09)

important thing. Is is am I crossing the line if I say stuff like that or or or or if I just offer?

 

David B. Ramsey (24:14)

You’re not crossing

 

the line if it’s part of the system to actually deliver that brand’s services or goods to the public or to the end

 

Jeff Walter (24:22)

Okay.

 

David B. Ramsey (24:22)

user. If it’s part of the system to actually deliver that brand,

 

Jeff Walter (24:27)

Yes.

 

David B. Ramsey (24:28)

you’re generally not crossing any line. know, marketing, some franchisers are very involved in that more and more actually.

 

Some are not, know, some just require franchisees to spend a certain amount on marketing, but leave it to them on how to do it locally, you know. Accounting, it depends on the system and the kind of business. Some businesses, the nature of the franchisee pool is going to be more business savvy, you know, where they’ll be more able to handle their own accounting, you know.

 

Others less so some franchise or in the less so businesses do a heck of a lot of it for the franchisees as a service that the franchisee pay them for. You know, but when it gets into human resources, human resource management, I think that’s where you have the fuzziest and the trickiest area where you want to be careful about. Yeah.

 

Jeff Walter (25:13)

Okay. So if I so so if I was sticking

 

with look, my franchise, these are the core six processes of this brand, my franchise brand, right? Whether it’s the sales and marketing, whether it’s the operation, whether it’s how you greet the customer, whatever whatever it is, if if I said and the franchisee knows and it’s disclosed, these are my these are the processes.

 

David B. Ramsey (25:39)

Yeah, yeah.

 

Jeff Walter (25:40)

And

 

it’s I think the you you said s you said something important. It was like in service it it how how did you phrase it, in service of the

 

David B. Ramsey (25:46)

But if it’s part

 

of the system to deliver your service of your brand to the public or to whoever the end user is, the customer.

 

Jeff Walter (25:54)

Okay. Then

 

then then you you’re not crossing any line. So if I say this is how you gotta go through these steps to clean the carpet properly. This is how you make a big Mac. Here’s the most effective way to sell something.

 

David B. Ramsey (26:05)

Yeah. But you know, saying,

 

saying you need to have at least two people in the outlet at all times who know how to do XYZ, right,

 

Jeff Walter (26:14)

Yes.

 

David B. Ramsey (26:15)

is one thing. But saying have two people, no more than two people do it.

 

Jeff Walter (26:20)

Right.

 

David B. Ramsey (26:20)

Now you’re getting into the realm of telling an independent business owner how many people to hire.

 

and no more than that for a certain job. Whereas maybe

 

Jeff Walter (26:29)

Okay.

 

David B. Ramsey (26:30)

they want to hire four people for that job. It

 

Jeff Walter (26:32)

Gotcha.

 

David B. Ramsey (26:33)

needs to be their freedom as a human resource manager of their own business to do that.

 

Jeff Walter (26:39)

So so saying

 

that you need at least a n certain number of people would be acceptable because that’s part of that’s having the capability to deliver the on the brand, the services. But saying

 

David B. Ramsey (26:46)

Generally speaking, yeah. Exactly, exactly.

 

Jeff Walter (26:51)

you can have no more than four is like well, who the hell are you to tell like it okay. Yeah. Yeah. Yeah, where you start

 

David B. Ramsey (26:55)

Yeah, you know, I’m trying to give that sort of to illustrate the principle, you know?

 

Jeff Walter (27:01)

to see the line.

 

David B. Ramsey (27:02)

Yeah.

 

Jeff Walter (27:02)

Like I

 

would also imagine, you know, something like if you’re providing training that says, Well, this is how you handle an employee that comes in late. Well, no, that’s that’s not about I mean, one can make a third degree argument that it has an impact, but it doesn’t impact how you make

 

David B. Ramsey (27:16)

But it is not great.

 

Jeff Walter (27:18)

a mic it doesn’t impact how you make a Big Mac. Right? Like it’s it’s okay. So I so if you if you

 

David B. Ramsey (27:21)

Exactly, You know, another

 

area is if it has to do with safety. Okay, well that is part of your system. How to safely deliver your system, your brain.

 

Jeff Walter (27:31)

Right.

 

David B. Ramsey (27:32)

Okay, well if it has to do with safety perhaps then no problem. It can be part of the training, you know.

 

Jeff Walter (27:36)

Yeah. Okay.

 

Well well that’s well that’s good ’cause it that it it has come up it you know, like I I have talked to franchise owners that do not do employee training. And and they they’ve raised that, you know, franchise employee training. And they’ve raised that concern and I said, Yeah, but you’re these are the frontline people, you are they represent your brand.

 

you you know and so I think we have I I I think but they were like no no I

 

David B. Ramsey (27:59)

I think,

 

Jeff Walter (28:02)

don’t want to touch it yeah and but I think that we’re we’re f you’re helping me and and hopefully them understand where that line is it as long as it’s in service as so as

 

David B. Ramsey (28:11)

Yeah, although, yeah.

 

Jeff Walter (28:13)

if you’re directly related to the service you’re delivering you’re you’re on one s very far on one side of the line. If you start dictating you know hiring practices and

 

David B. Ramsey (28:22)

Yeah.

 

Jeff Walter (28:24)

promotion practices and how many you know, you can’t have more than five people do this and two people do that, then you’re you’re starting to cross the line on dictating how they operate their business, which is outside of the brand.

 

David B. Ramsey (28:35)

Exactly. You know, yeah,

 

I’m putting that I’m giving that as a general principle. It’s not to say there won’t be gray areas, you know, when it comes to some particular question or other, they do come up. So it’s not like I can give one principle that will go. That’s what the courts have been debating and the federal agencies for the last 15 years. So, you know, there are lots of different opinions about this and there are other sides that don’t agree with what I just said. You know, so it’s it’s

 

It’s not like it’s universal, but as a general way of thinking about it, what am I safe doing in my trainings to avoid

 

Jeff Walter (29:11)

Right.

 

David B. Ramsey (29:11)

joint employment? I think that’s a good rule of thumb, what

 

I generally

 

Jeff Walter (29:14)

Yeah.

 

David B. Ramsey (29:14)

put forward.

 

Jeff Walter (29:15)

Very cool. Shi shifting gears a little, we’re we’re we’re spent a lot of time talking more about the emerging guys. really curious from your perspective, you worked worked with a lot of international, you know, and and so I think there’s we we’ve done a nice job in our time, I think, and I’ve learned a lot in terms of i hey, if I’m a emerging or developing franchise, what are the things I have to, you know

 

worry about or have in place to make sure I can scale, but also sc you know scale the performance, right? And that’s where the the things that we just talked about. I have to have my not only have my legal framework in place and in certain states and you can always you know Google what the 14 states are, but be aware that there are some states that have additional requirements.

 

And then, you know, and then there’s a whole bunch of different tactics one can use, you know, master franchise agreements, area development managers, you

 

David B. Ramsey (30:04)

Yes.

 

Jeff Walter (30:05)

know, and we don’t need to get into all that. Yeah.

 

David B. Ramsey (30:07)

area representatives.

 

Jeff Walter (30:08)

There’s there’s all different methods you can use to to s seek and find new franchisees in different locations. And each one has its own legal framework you have to go through. Right.

 

David B. Ramsey (30:19)

That’s right. That’s right. And these are questions that you’re going to have to answer. But yeah,

 

the process before we move on is just for an emerging franchisor, there’s a million questions that you’ll have to answer. Like if you if you want to actually create a franchise disclosure document that may not have occurred to you, but that you’ll have to answer because you have to disclose one way or another. What do you do about this? What do you do about pricing? What do you do about advertising funds? What do you do about any number of things?

 

Jeff Walter (30:47)

No, technology funds.

 

Yeah. Yeah. Right.

 

David B. Ramsey (30:48)

Exactly. Do you have one? What can it be used

 

for? What can it not be used for? know, so it gets, it gets hairy. It’s a bit of a journey when you’re, you know, the first year, I would say it’s, it’s a, it’s a journey to get where you want to be franchising. And it involves a lot of time. Even if you hire experts, the experts are going to have questions for you to answer a million questions. And you’re going to, you’re going to be annoyed with them by the end of the day, but it’s a growth. It’s really good for growth actually.

 

because it forces you to put in writing a lot of key questions about how it’s going to work, know, expand.

 

Jeff Walter (31:24)

well and well and going

 

back to what we we talked about way earlier, it’s it’s I I I agree a hundred percent with you just from a business perspective. The way you’re going to s you know, and and I’ve seen this over and over and over again is the way you you scale is it has to have be a repeatable process. And then you’re going

 

David B. Ramsey (31:41)

Yes, sir.

 

Jeff Walter (31:41)

to and you’re asking somebody to join you as a franchisee and hire a bunch of people and invest money.

 

So that they can repeat the process for you. Right?

 

David B. Ramsey (31:50)

Right.

 

Jeff Walter (31:50)

And and it’s it’s interesting because those disclosure documents and all those things that you’re talking about, it’s almost like the ante into the game. It’s like,

 

David B. Ramsey (31:59)

Yeah.

 

Jeff Walter (31:59)

you know, it’s it’s not the game. It’s like, no, that’s the bare minimum. And then you really need to go deep into the processes. You know, it’s almost like

 

David B. Ramsey (32:08)

you’re

 

gonna need a detailed manual, operations manual, you know?

 

Jeff Walter (32:12)

Exactly.

 

Like it’s almost like the F D D outlines the playing field. And it the the you

 

David B. Ramsey (32:17)

Yeah, you could say that. The borders, the, yeah.

 

Jeff Walter (32:19)

know, right. yeah, exact you know, it’s like these are all the things, but now you gotta go deep into each thing, right? Like like

 

David B. Ramsey (32:25)

Yeah, yeah, like.

 

Jeff Walter (32:26)

you were just saying, like, well what am I gonna use well

 

I didn’t think of a technology fund. What can it be used for? Well, what processes am I gonna put in place? What am I gonna use the tech that fund to fund the technology to support the process or is it gonna be roll your own? Right? Like

 

David B. Ramsey (32:38)

Yeah. And of

 

course, you’ll have to if you’re an emerging franchisor, you have to look at the competition like other franchisors in the same space as you. And

 

Jeff Walter (32:47)

Uh-huh.

 

David B. Ramsey (32:48)

how much do they charge franchisees? know,

 

Jeff Walter (32:50)

Yeah.

 

David B. Ramsey (32:51)

you even have to do an analysis. And we insist that all of our clients do this analysis of the from the franchisee perspective. How are they going to make money? You know, at the end of the day, what’s their bottom line going to be?

 

It doesn’t necessarily mean you have to present all that to them, but you have to have done that exercise to be confident that your business makes sense to franchise for someone to be a franchisee. The franchisees that fail

 

Jeff Walter (33:11)

Yeah. Well, you know, yeah.

 

David B. Ramsey (33:15)

are either they’re making too little money, so they fail, or they’re making too much money at the expense of the franchisees. So it’s a balance.

 

Jeff Walter (33:24)

Well, ’cause i if your franchisees are not thriving, eventually the whole thing collapses ’cause then

 

David B. Ramsey (33:29)

Correct.

 

Jeff Walter (33:30)

like it’s gotta be ba yes, they if everybody’s thriving then you’ve hit the right balance.

 

David B. Ramsey (33:36)

Exactly.

 

Jeff Walter (33:36)

Right? And you know, and it’s interesting, one of the things at what when I when I was speaking at IFE,

 

I was talking about to to potential franchisees. I was like, regardless of how well the processes, your franchise, whatever franchise or you go with, no matter how well those processes are defined, they are incomplete. And you as a business owner are going to have to fill in the gaps. Like, like you, you,

 

David B. Ramsey (33:57)

Yeah.

 

Jeff Walter (33:58)

you think you’re buying a

 

off the shelf system of business, but there are no off-the-shelf systems of business. You know, you’re going

 

David B. Ramsey (34:05)

That’s right. It’s true.

 

Jeff Walter (34:07)

to have a bunch of processes that deliver

 

David B. Ramsey (34:09)

Yeah.

 

Jeff Walter (34:10)

on a brand promise, but but then you’re going to have to fill in the blanks. And and if you

 

David B. Ramsey (34:15)

yeah.

 

Jeff Walter (34:15)

go into that you can actually succeed very well.

 

David B. Ramsey (34:18)

Yeah,

 

it’s a proven business method. That’s what franchising is. It’s actually a distribution method of distributing a system that is a proven system. In some cases proven over many decades, if we’re talking about a McDonald’s or a Burger King or something like that. But even something that just had three or four locations, a proven system, okay, this can work, this can be replicated.

 

and you’re expanding on it, but every outlet, every circumstance is going to require business innovation on

 

Jeff Walter (34:51)

Yeah.

 

David B. Ramsey (34:51)

the spot.

 

Jeff Walter (34:51)

Yeah, my my and my favorite example, this was it was I’d interviewed a gentleman that owned a a single unit franchise and he happened to have worked for Disney World in the customer experience side of things.

 

And so he looked at the you know, whatever the half dozen processes that this franchise said, This is how you do this, and then he disnified the rest of it. Right? And

 

David B. Ramsey (35:13)

Yeah, how did

 

that go?

 

Jeff Walter (35:15)

he he he he is top constantly in the top percent you know, top tier performer in the network. His his margins are incredible. He he sells at a premium versus the competition.

 

David B. Ramsey (35:28)

Yeah. Yeah.

 

Jeff Walter (35:30)

you know, it’s it’s fantastic. Yeah. And he filled he filled in all those spaces.

 

David B. Ramsey (35:32)

Yeah, well, I’m curious.

 

What does it mean that he Disneyfied it? Like, for example,

 

Jeff Walter (35:38)

Well

 

well so the thing he said about Disney, I thought this was interesting, is they procedural at like Disney World, they proceduralize everything because and the reason is so the employee doesn’t have to think about the process. The

 

David B. Ramsey (35:52)

Uh-huh.

 

Jeff Walter (35:53)

process goes from a right you know, when you when you have to think about something, it’s the right frontal, and then when

 

David B. Ramsey (35:57)

Yeah.

 

Jeff Walter (35:57)

it becomes rote, it’s the back left rear. And he goes, and they do that so that then

 

the employee can actually attend to the customer’s needs because they

 

David B. Ramsey (36:08)

Uh-huh.

 

Jeff Walter (36:08)

don’t have to think about the the stuff. And

 

David B. Ramsey (36:11)

Yeah.

 

Jeff Walter (36:11)

the and and the other interesting thing on the Disnified is usually when you proceduralize something, you teach the what and how. What are we doing and how do we do it? And he said with Disney they always added the why. And the why

 

David B. Ramsey (36:24)

yeah.

 

Jeff Walter (36:25)

was what allowed the individual to question the what and the how.

 

David B. Ramsey (36:29)

Very interesting.

 

Jeff Walter (36:30)

So because

 

if I knew the why, if you know the why, then you can adapt over time and go, well, this is why we’re doing it. The what and the how aren’t satisfying the why. This is how we improve. So what what

 

David B. Ramsey (36:41)

Yeah.

 

Jeff Walter (36:41)

he ended up doing is he ended it was a a dry clean a rug cleaning franchise, and there was no process for for the front door greeting. Plenty of processes on how to actually clean a rug. This is the way we clean a rug. This is the way we clean a carpet. It’s

 

David B. Ramsey (36:51)

Yeah, right, right.

 

Jeff Walter (36:55)

it’s you know, I forget the name of the franchise.

 

But it’s their, you know, it’s the brand way of doing it. But and so he the the disnification was first off, you always have a uniform and you always have a spare uniform in the truck because you

 

David B. Ramsey (37:07)

Uh-huh.

 

Jeff Walter (37:07)

never show up with a stain because you’re there to clean. Right? This was

 

David B. Ramsey (37:10)

Right? Yeah. Yeah.

 

Jeff Walter (37:12)

his designification. You always park in the saw in the street because God forbid your truck drips oil on their driveway, you stain their driveway, you’re there to clean. You know.

 

David B. Ramsey (37:21)

Yeah, yeah, yeah, very interesting.

 

Jeff Walter (37:23)

You walk up to the door with a mat under your hand and a box in your hand. A gift box. You put the mat down at the front door, you ring the door, you step back, you say, Hi, I’m Jeff. I’m here to clean your rugs.

 

David B. Ramsey (37:35)

Uh-huh.

 

Jeff Walter (37:36)

may I come. He added all these steps. Yeah.

 

David B. Ramsey (37:37)

Wait, you’re saying he added all these things? Well, you know, that highlights

 

kind of an interesting point, which is you want franchisees to be creative, but you also don’t want them adding things that are going to make it inconsistent from one location to another.

 

Jeff Walter (37:52)

Well,

 

but the thing is on gr on the on the greeting, there was the the the franchise or had no guidance. There was there

 

David B. Ramsey (38:00)

I see. So that was a real hole. Yeah.

 

Jeff Walter (38:02)

was there was no guidance on how to how to go to the how to approach. So he

 

David B. Ramsey (38:07)

Yeah.

 

Jeff Walter (38:08)

he filled he’s like, We’re gonna wear uniforms, you’re gonna have a spare uniform in the car, in the truck, you’re gonna park in the street, you’re gonna

 

David B. Ramsey (38:14)

Yeah.

 

Jeff Walter (38:14)

go up, you’re gonna put this mat down, you’re gonna step back, you’re gonna

 

You answer the door with you know a certain greeting. When they’re when you’re invited in, you’re going to wipe your feet on the mat that you put down. You’re gonna put your booties on, and

 

David B. Ramsey (38:26)

Uh-huh, yeah.

 

Jeff Walter (38:28)

you’re going to step in and you’re going to give them a gift. And the gift is a bottle of spot remover and like six cookies or something. Right.

 

David B. Ramsey (38:36)

Very interesting.

 

Jeff Walter (38:37)

And with a handwritten note from the owner thanking them for their business.

 

David B. Ramsey (38:41)

well what I wonder is did the franchisor pick up on all this great stuff and incorporate it into its larger systems, like for all franchises?

 

Jeff Walter (38:48)

He he

 

offered it, but they’re not interested. So but it

 

David B. Ramsey (38:52)

well that’s their loss it sounds like.

 

Jeff Walter (38:54)

but but but yeah, but so it was yeah, it’s but it’s interesting. But shifting back to so

 

David B. Ramsey (38:59)

Yeah.

 

Jeff Walter (39:00)

yeah, that’s the emerging. I think that was I that was a lot of fun, by the way. That was really interesting.

 

David B. Ramsey (39:04)

Yeah.

 

Jeff Walter (39:04)

and I learned a lot. That’s which I love learning. I I

 

keep

 

David B. Ramsey (39:07)

Yeah.

 

Jeff Walter (39:07)

saying this this is my favorite part of doing this is I learn stuff.

 

David B. Ramsey (39:10)

Absolutely.

 

Jeff Walter (39:11)

but sh I I curious, shifting international. You’ve worked with a lot of international franchisees.

 

David B. Ramsey (39:15)

Sure.

 

Yes, yes I have.

 

Jeff Walter (39:17)

franchise wars.

 

what you know, just like we have those differences in the states, but I have to imagine that they are, you know,

 

David B. Ramsey (39:24)

Yeah.

 

Jeff Walter (39:25)

f shades of flavor of chocolate within the FTC. Yeah. The FTC

 

David B. Ramsey (39:28)

Right, right. There can be much starker differences.

 

Jeff Walter (39:33)

says this is what chocolate is, and then New York says, well, we like dark chocolate. And California goes, We like white chocolate. And you know

 

David B. Ramsey (39:39)

Yeah, sort of.

 

Jeff Walter (39:41)

I and you know, Massachusetts goes, We need at least seventy percent coca in our chocolate, right?

 

David B. Ramsey (39:45)

Right, right.

 

Jeff Walter (39:46)

I would imagine when you go over to other countries, it’s like we’re pistachio. Like the heck with chocolate.

 

David B. Ramsey (39:52)

Oh yeah, well here’s

 

the thing. mean, yeah, on the one hand, a lot of countries don’t have franchise laws at all. There is nothing

 

Jeff Walter (39:59)

Okay.

 

David B. Ramsey (39:59)

about franchising. The US is definitely the most regulated in terms of franchising of any country in the world. So other countries, various countries have sort of emulated aspects of what the US does to regulate it. Some of them more than others, but no, as near.

 

nearly as much as the US. you know, if you go to Canada, for example, there’s no filing. You don’t file your franchise. You need a franchise disclosure document, but you don’t need to file it with any government agency anywhere. Just as soon as

 

you create

 

Jeff Walter (40:31)

Okay.

 

David B. Ramsey (40:32)

it, you can just start using it. You don’t have to wait for any government agency to look at it and do anything with it, you know. You know, Mexico is a little bit of a different picture. We also need a franchise disclosure document.

 

don’t quite have to file that, but there are other filings that it’s highly viable to do. So it’s a state, it’s a country by country thing. It’s fascinating for me. I really enjoy it because, you know, more often than not, we’re hiring local counsel in that other country and I’m acting as my client’s US based liaison and sort of quarterback to make it happen for them to expand franchising into another country. But, you know, interacting with local counsel, learning about how the law has just

 

branched in different directions over centuries in different countries where they view similar things just differently and treat different subjects just from a totally different angle. That’s actually one of my favorite aspects of my job. So, but that’s what it entails. Like it’s not like all of Europe has one franchise regime. It’s different from country to country. And you have to worry about franchise disclosure document in Spain or Portugal. Whereas in England,

 

There’s no franchise law and you don’t need to even have a franchise disclosure document. So it varies widely from sophisticated market to sophisticated market, just how they have chosen to address franchising.

 

Jeff Walter (41:49)

Well, so if if you are a US based franchise or and l logistics aside, there’s you know, there’s the logistics of I gotta get my product or depending you know, especially if you’re a restaurant, right? And you got the whole supply chain and all that kind of stuff. But like

 

David B. Ramsey (42:04)

Yes.

 

Jeff Walter (42:04)

logistics aside in terms of delivering on the service, just from a a a legal pers you know, perspective, what would

 

What would s and you’re you know, you’re always nervous to do something new, right? And so you where where are some of the easier where where would you recommend, assuming the market and the logistics work, as as you know, kind of what what kind of country like you mentioned like England and you said that and I’m like, well again, market and logistics aside, assuming that my brand met the market need there and logistically I could support them,

 

That would be like a great place to start because there’s you know, I I I I I I won’t again assuming I’m a good actor and I’m acting in good faith, I you know, there there’s not a lot of legal at least what y you know, in that one word one liner. you know, like are there places you would

 

First venture out or or is it really more market and logistics and let the and and and address the illegal things later?

 

David B. Ramsey (42:59)

Yeah,

 

it’s an interesting question. A lot goes into that decision. A lot of business considerations about where to venture out as a franchisor. mean, certainly other English speaking countries. That’s one strategy, you know, whether it’s

 

Jeff Walter (43:12)

Yeah.

 

David B. Ramsey (43:12)

England, Australia, New Zealand, which I understand actually has the most franchises per capita of any country in the world.

 

Jeff Walter (43:18)

interesting.

 

David B. Ramsey (43:19)

Of course, New Zealand’s population is, you know, I believe it’s comparable to something like Brooklyn,

 

New York or New York City.

 

Jeff Walter (43:24)

Yeah. It’s a I guess y your denominator

 

in that equation is relatively small. I mean I mean your numerator is relatively small. Yeah.

 

David B. Ramsey (43:29)

Yeah, but they’re very gung-ho on franchising. Yeah,

 

but so that is one aspect, Canada,

 

Jeff Walter (43:38)

Yeah.

 

David B. Ramsey (43:39)

1. Also, certain areas of the world, a lot of them at this point, have a real craving among the general public for American brands, whether it’s restaurant brands or clothing brands or all sorts of different services.

 

You know, so I’ve been able to assist some American restaurant brands, especially the ones that have a real Americana kind of feel about them

 

Jeff Walter (43:59)

Mm-hmm.

 

David B. Ramsey (43:59)

or ethos about them, to expand, for example, into the Middle East, various Middle Eastern countries. And there are companies, you want to make sure you have a proven partner, you know, because

 

Jeff Walter (44:10)

Right.

 

David B. Ramsey (44:11)

there are, you know, shady actors and franchising just like there are in any industry. But there are companies that will take you in, your brand, they’ll be the master franchisee.

 

or area developer even, they’ll develop themself, know, hundreds of units over just a few years in dozens of countries, you know,

 

Jeff Walter (44:28)

yeah.

 

David B. Ramsey (44:29)

in particular regions of the world, whether it’s the Middle East or Southeast Asia or East Asia. So, you know, that’s another kind of way of deciding where to go. know, is there a hunger among the general public for your kind of a brand?

 

Jeff Walter (44:43)

Right.

 

David B. Ramsey (44:44)

Yeah, and you know, some some franchisees prefer to just go where there’s not a lot of franchise regulation. You know, a lot of South American countries don’t have a whole bunch of franchise regulation other than Brazil. You know, a lot of the Spanish speaking countries, you know, there’s less to worry about in that regard, less roadblocks. You know, whereas, you know, other countries such as Indonesia, you know, it can take many months. It can take a year or longer to get the

 

government approval that you need in order to proceed there. You know, so there’s that aspect as well, the kind of government efficiency factor.

 

Jeff Walter (45:19)

Mm-hmm.

 

David B. Ramsey (45:20)

And that’s worth actually consulting, you know, a legal expert, someone who has experience with expansion to get a sense of before jumping in.

 

Jeff Walter (45:28)

Now so s related question back to the developing brand.

 

David B. Ramsey (45:33)

Yeah.

 

Jeff Walter (45:33)

How big when should you consider international expansion? Right? Like like I would imagine

 

David B. Ramsey (45:38)

Yeah.

 

Jeff Walter (45:40)

when you have five units, the answer is not yet. Yeah, when but but I mean I mean there’s

 

David B. Ramsey (45:43)

Generally, but not always.

 

Jeff Walter (45:46)

always exceptions to the rule, but but but what where

 

Because it’s one of those things that like people don’t know what they don’t know. So it’s like, hey,

 

David B. Ramsey (45:53)

Right.

 

Jeff Walter (45:53)

I’d rather go put try and put, you know, thirty more units into you know the West Coast rather

 

David B. Ramsey (45:59)

Yeah.

 

Jeff Walter (46:00)

rather than branch into Canada. Where but

 

David B. Ramsey (46:02)

Well.

 

Jeff Walter (46:02)

I’m sitting in Buffalo and Toronto is like right down the road, right?

 

David B. Ramsey (46:07)

Yeah,

 

I mean, I’ll say this. I think a lot of franchisors like the middle range franchisors, maybe have 100, 200 units, something like that. they’re by no means a small operation, they

 

Jeff Walter (46:18)

Right.

 

David B. Ramsey (46:19)

are ripe for it. But even small franchisors, it could be that they’re ready. maybe they just have a dozen units or something in the US. It could be depending on their business and the demand abroad versus in the US. But

 

Jeff Walter (46:33)

Right.

 

David B. Ramsey (46:33)

a lot of them…

 

underestimate the challenges that have been involved. You mentioned supply

 

Jeff Walter (46:37)

Okay.

 

David B. Ramsey (46:38)

chain, that kind of thing. Perhaps you have a special sauce in your restaurant chain. Are you going to be able to get a supplier that will make that sauce according to specifications? know,

 

Jeff Walter (46:49)

Right.

 

David B. Ramsey (46:49)

is the public in that other country actually going to respond to the flavors and the taste? Or are you going to need to modify your even your recipes a little bit? You know,

 

things like that, they underestimate the challenges that’ll be involved. And I think it’s best to grow incrementally, in a measured way. Some franchisors make this mistake of just growing too quickly. Some

 

Jeff Walter (47:13)

Uh-huh.

 

David B. Ramsey (47:13)

franchisors also for purposes of like revenue stream and cashflow, they think of other countries as like, well, it doesn’t really matter what happens there. someone in Brazil wants to take my

 

brand that’s otherwise just in the US and expanded into Brazil, they’ll pay me a fee. I’ll take the fee and sort of I’ll let them do what they want. And that’s a big mistake because you could wind up with a rogue franchisee subpar, not living up

 

Jeff Walter (47:40)

Exactly.

 

David B. Ramsey (47:41)

to brand standards. And then you’re in a real pickle, you know, getting out of that situation.

 

Jeff Walter (47:44)

Yeah. Well and it and you know, and

 

especially in today’s day and age where information is global and ubiquitous, it’s like it’s still your it’s still your brand logo that’s getting negative press. Right? Even though

 

David B. Ramsey (47:57)

Absolutely.

 

Jeff Walter (47:58)

it’s happening in so but I think you said something r really important there. It’s like look

 

You know, international expansion can happen anytime, anywhere. Depends on the brand, logistics, supply chain, demand for what you’re what it is. But the folks in that one hundred to two hundred unit, they’re

 

David B. Ramsey (48:16)

or more.

 

Jeff Walter (48:17)

you know, they’re ripe. I the word used was like it’s like it’s like you

 

David B. Ramsey (48:20)

Right

 

Jeff Walter (48:21)

if you’re in that vein, it’s something you should really start to seriously consider. is that’s how I’m I’m interpreting that.

 

David B. Ramsey (48:27)

Yeah, I mean, would say so.

 

Look, not necessarily, but it could be. It could be, you know, I mean.

 

Jeff Walter (48:34)

Yeah. I and

 

it’s all dependent on the individual brand and what it’s doing and and the growth and

 

David B. Ramsey (48:39)

Yeah, I like the kind of the territory

 

that one outlet would cover. Is it a real

 

Jeff Walter (48:43)

Right. Yeah.

 

David B. Ramsey (48:45)

estate brokerage, Brad? Maybe they could cover a whole country if the country is that huge or a whole

 

Jeff Walter (48:50)

Yeah.

 

David B. Ramsey (48:51)

city. Is it a restaurant, Brad? That’s much smaller territory. So, you know, there’s a

 

lot to think about there.

 

Jeff Walter (48:54)

Yeah. Yeah, well no,

 

but where I was going is that that kind of rule of thumb, that eighty twenty rule of thumb that where I’m cu what I’m coming away with is hey, if you’ve got less than a hundred units and you’re a typical you know, like yeah, you might do it, but it t it takes a lot of energy and it’s just gotta be the right situation and y you’re on the exception.

 

If you’re over a couple of hundred units, it’s really something you should be considering for future growth. Is there a market for what you’re selling? What are the logistics? What are the supply chain? You know, all the other business all the other business factors. But

 

David B. Ramsey (49:29)

I want to know is the brand taken even your brand might

 

be taken in another country or there are issues with intellectual property and trademark.

 

Jeff Walter (49:38)

yes.

 

Isn’t there Budweiser in the Czech Republic? Is is is it yeah.

 

David B. Ramsey (49:42)

I don’t know. I don’t know. I had no problem.

 

Jeff Walter (49:44)

Yeah, there’s a I that there’s a beer somewhere. I think it’s the Czech Republic or Slovakia. I forget what it is. But it’s

 

David B. Ramsey (49:49)

that’s very similar to an American brand, that’s interesting.

 

Jeff Walter (49:52)

it and I think it’s Budweiser.

 

David B. Ramsey (49:54)

okay.

 

Jeff Walter (49:54)

but it’s like yo, it’s you know, the spelling’s off or something like that. Or but yeah, there yeah, so your point.

 

David B. Ramsey (49:58)

Yeah, these days

 

there are actors who actually will, I mean there are parties who will go online, look for growing American brands that haven’t yet ventured into say Europe and file a trademark or a very similar trademark in Europe simply so that they have to get paid out when

 

Jeff Walter (50:17)

Right.

 

David B. Ramsey (50:18)

you want to expand to Europe. you know, things to think, it doesn’t mean don’t give it any thought if you only have, you know, a dozen units or something.

 

There are things you can lay the groundwork at relatively low cost for future expansion into other countries

 

Jeff Walter (50:31)

Yeah.

 

David B. Ramsey (50:32)

or other regions. But I would say it’s better to grow incrementally. Get your home turf covered first before you’re expanding too much.

 

Jeff Walter (50:40)

yeah, yeah yeah. Well, yeah,

 

one like one thing that came to my mind, there was one there was one brand, I think it was Protein Kitchen and Bar, not but don’t quote me on it. But they had an interesting growth strategy. So their their their the their growth strategy is is they look for franchisees at airports. And and

 

David B. Ramsey (50:59)

Uh-huh. Uh-huh.

 

Jeff Walter (51:00)

and there there’s something like the and so their supply chain

 

Yeah because and they they don’t use a grill, it’s all cold food like and but anyway

 

David B. Ramsey (51:09)

Yeah, it’s easier.

 

Jeff Walter (51:11)

the supply chain is like they could just air you know, they could just ship stuff through and so it just shows up at the airport. And that’s and when

 

David B. Ramsey (51:16)

wow.

 

Jeff Walter (51:17)

and so what they do is when they go to a new state, they

 

David B. Ramsey (51:20)

Yeah.

 

Jeff Walter (51:20)

first supply secure a franchise at the major airport in that state, and

 

David B. Ramsey (51:24)

Yeah.

 

Jeff Walter (51:25)

now they have a hub through which they can do everything else. Yeah and

 

David B. Ramsey (51:27)

Yeah, well, that is interesting.

 

I will tell you this, though. mean, airport franchising is a thing in and of itself. Yeah. Yeah.

 

Jeff Walter (51:35)

Well yeah, yeah. No, so z that that’s them, right? So

 

like with them going into Canada, you might hit happen quicker because it’s like you’re an airport franchise. Right? Right.

 

David B. Ramsey (51:45)

I see, very interesting, yeah.

 

Jeff Walter (51:46)

Like I’m just taking what you said on the gross side. It’s like, well, they’ve

 

David B. Ramsey (51:49)

Yeah.

 

Jeff Walter (51:49)

got all the logistics down and so going into a foreign country is all about well, it it’s

 

David B. Ramsey (51:54)

Easier, yeah.

 

Jeff Walter (51:55)

easier because you’ve set your whole system up around

 

David B. Ramsey (51:58)

Yeah.

 

Jeff Walter (51:59)

hub and spoke airports.

 

David B. Ramsey (52:01)

Yeah, Well, yeah,

 

if you can get that franchise, it’s not easy. Those can be very competitive bidding processes. And airports also tend to have their own restrictions about who they’re looking for as a franchisee, a lot of regulations, government related about who they’ll let in. So, yeah,

 

it can be very lucrative, but it’s tricky.

 

Jeff Walter (52:19)

Yeah. Well yeah.

 

Yeah, actually in them in particular, it’s no single unit operators, only multi-unit operators, operators that only already have a a place at the airport, and this is a non-grill restaurant, so it’s an easy setup. Like it like like the what

 

David B. Ramsey (52:36)

Right, So the stars have to align.

 

Jeff Walter (52:39)

when they went through it, it’s like they had this whole thing down.

 

This is our IC this is our ideal franchise partner. They look like this, they’re this, they’re do this, that you know, and and and then it was like yeah, and then once

 

David B. Ramsey (52:50)

Well, it makes it easier. Yeah.

 

Jeff Walter (52:53)

they had that, it’s like then once we have that beachhead, then we can do the we can do we can support more single unit guys within the city and you know and and start branching out because we have because we have the beachhead, we have that

 

David B. Ramsey (53:04)

I see. It’s like they’re angry. Yeah.

 

Jeff Walter (53:09)

anchor in that city.

 

David B. Ramsey (53:10)

Yeah.

 

Jeff Walter (53:10)

Which

 

is and I was like, huh. That’s to to your point earlier, like it’s an interesting business strategy

 

David B. Ramsey (53:17)

Yeah.

 

Jeff Walter (53:18)

all around the the particulars of what the brand is, what this what the logistics are, what the supply chain is, and then

 

David B. Ramsey (53:25)

Yeah.

 

Jeff Walter (53:26)

it’s an interesting go to market strategy. And and then whether

 

David B. Ramsey (53:28)

Yeah, I mean.

 

Jeff Walter (53:29)

or not you go international or not, you know, it all depends on that type of stuff, right? So they might go sooner or but anyway. Yeah, it’s interesting.

 

David B. Ramsey (53:35)

Yeah. Yeah, yeah, absolutely. You know, and if franchising,

 

one of the beautiful things about it is that it can be any kind of a business really. It’s a, you know, business, business format franchising. can be not just like restaurants or hotels or things that people typically think of as franchises, but, you know, escape games or, you know,

 

Jeff Walter (53:55)

Yeah.

 

David B. Ramsey (53:56)

massage or, you know, all sorts of businesses, pet grooming, you know. And so

 

That’s why it’s hard to give a one size fits all answer to some of these questions because there’ll be different strategies depending on the kind of business. Some sports leagues, for example, e-sports leagues, gaming, are franchises. And they are international from day one. They have to come

 

Jeff Walter (54:16)

Yeah.

 

David B. Ramsey (54:17)

from different countries. So it really depends on the franchise about international expansion.

 

Jeff Walter (54:22)

Well, I mean that’s a you you raise a good point too, ’cause most of us think of qu you know, quick service restaurants when we think of franchises. And and actually the fastest growing segment is services. Yeah, all

 

David B. Ramsey (54:31)

Yes.

 

Jeff Walter (54:32)

the things that you were just talking about, and and that’s the health services,

 

David B. Ramsey (54:34)

Yes, health services in particular.

 

Jeff Walter (54:37)

you know, elder care services, massage, fitness,

 

And it’s it’s it’s fascinating. I you know, I think it’s a fascinating industry. I just it’s so dynamic. Yeah, I

 

David B. Ramsey (54:48)

Me too. Yeah.

 

Jeff Walter (54:50)

I as a you know, you know, I’ve always had a an entrepreneurial bend in my body even when I was working for other folks and I just find the the dynamism of the industry is just amazing. It’s and yeah.

 

David B. Ramsey (55:01)

Absolutely. And it’s growing pretty rapidly.

 

And it’s a sizable part of the US economy in terms of jobs. There’s actually, we were talking about legislation before and legal changes. There’s this American franchising act pending before Congress right now that,

 

Jeff Walter (55:18)

really?

 

David B. Ramsey (55:18)

yeah, it would resolve that joint employer issue by an act of Congress, which would be a welcome kind of final resolution to it.

 

But in general, also is just kind of, there are a lot of things about franchising that it would help with standardizing and that are state by state, that’s a real hodgepodge. Unfortunately, legally, franchising is still fragmented as an industry.

 

And the hope is that in the years to come, it’ll become more more centralized, just in terms of how to comply with franchise laws to make it more simple. You don’t have to think about 14 different states laws and the intricacies and the differences between them. How to centralize it, just make it more streamlined. So we’ll see if that happens or not. People are talking also, people have been talking for years about changing the franchise disclosure document. There is a public comment process.

 

that recently, I don’t know if it’s over yet, but about how can we improve it? Because a lot of people say it’s out of date. The rule was written before the internet was big. A lot of things have changed that were maybe it should be multimedia. Maybe it shouldn’t be a bunch of text. Who reads 100 pages of text anymore in deciding whether to purchase a business? So

 

Jeff Walter (56:28)

Yeah.

 

David B. Ramsey (56:30)

there are a of changes, promising changes that will make franchising, I think, even more accessible.

 

to people in the years to come. We’ll see how soon it happens.

 

Jeff Walter (56:39)

That th I I think that that’ll be I mean anything I think anything that opens up the opportunity. I mean the coolest thing too is on the franchisee side and the franchise ore side. Like I love the emerging franchise oars just that they ’cause they’re a pe they’re generally a somebody that has an idea that’s caught on and they want to scale it. And exactly and

 

David B. Ramsey (57:00)

Oftentimes, the founder is there, still very much involved. Yeah.

 

Jeff Walter (57:04)

then and then on the franchisee side

 

It’s it’s that person that’s chasing the American dream. And and and you know, it’s just I think there’s a dynamism there that is just so infectious for me, you know, me personally.

 

David B. Ramsey (57:17)

Yeah,

 

yeah, I mean there is. That being said, don’t want to. I don’t want to be misleading franchising the demographics of it have changed over the years in some respects in that like private equity has gotten more and more involved in backing not only franchisors, but franchisees as well. You know multi unit owners are very, very common now. It’s not just mom and pops who put their whole life savings into a single unit in franchise. Although that certainly exists and that’s great.

 

But there’s more more sophisticated players in franchising on both sides of the contract.

 

Jeff Walter (57:51)

yeah, yeah

 

yeah. Well yeah, yeah. Well at I was at the IFA annual conference this past February and the person of the year was a gentleman that started a huge PE backed multi unit, multi brand. I think that they had over a thousand units in their portfolio. And and

 

David B. Ramsey (58:07)

Yeah,

 

Jeff Walter (58:08)

and it was I forget the gentleman’s name, but but but it’s

 

David B. Ramsey (58:10)

Right,

 

Jeff Walter (58:12)

but you’re you’re you’re right. But that’s part of the dynamism too.

 

David B. Ramsey (58:16)

Yeah, okay, yeah.

 

Jeff Walter (58:16)

Right. And to me,

 

it’s like, well, that all of a sudden even the you know, the the mom and pop, you know, it’s like anybody starting any other business, any franchisee starting a business, it’s like, you know, you’re you you’ve got a you do well,

 

David B. Ramsey (58:29)

Yeah.

 

Jeff Walter (58:29)

you’ve got a buyer that’ll give you, you know, a a premium for doing well. As opposed to,

 

David B. Ramsey (58:35)

Absolutely.

 

Jeff Walter (58:36)

you know, fifty years ago you’d have to find another mom and pop. Right. And

 

David B. Ramsey (58:40)

Right, right. So

 

the pace of change and the pace of transactions has sped up,

 

Jeff Walter (58:44)

Yeah. Yeah. But the

 

but back to your F the but that also changes the nature of the disclosure ’cause you’ve got increasingly sophisticated people on the other side of the aisle. You know.

 

David B. Ramsey (58:53)

Yeah, absolutely.

 

with their own franchise attorneys. Yeah,

 

Jeff Walter (58:58)

At the end Yeah.

 

David B. Ramsey (59:02)

you know, it is interesting. And some of these large systems that I’ve represented, they deal with franchisees that are large enough to be or that in fact are public companies in their own right, the franchisees, you know.

 

Jeff Walter (59:14)

Right.

 

David B. Ramsey (59:15)

And so you get very interesting negotiation dynamics at that point with these very large franchisors.

 

dealing with very large franchisees where it changes the negotiation, the power dynamic, the scale of changes and what goes into it. The franchisee associations you’re dealing with as well. It becomes very interesting at that level as well. And I enjoy that aspect of the practice of franchise law as well.

 

Jeff Walter (59:40)

Well, it it

 

just shows the the evolving nature of everything. Yeah, like

 

David B. Ramsey (59:44)

Indeed.

 

Jeff Walter (59:45)

like I like it’s it’s interesting if I just step back from the transactional and look at the y it’s like if you get too much concentration on one side, there emerges an opportunity on the other side to counterbalance it. Like like

 

David B. Ramsey (59:57)

Yeah.

 

Jeff Walter (59:58)

I’ve seen like in healthcare. Like I was

 

I had a cons IT consulting practice I ran for health insurance companies back in the in the nineties when

 

David B. Ramsey (1:00:06)

Uh-huh.

 

Jeff Walter (1:00:07)

when managed care became a thing. And it’s like, you know, back then it was like providers and insurers, two separate things. The pro insurers paid whatever the usual and customer was for something.

 

David B. Ramsey (1:00:19)

Yeah.

 

Jeff Walter (1:00:20)

And then all of a sudden managed care was basically the insurers contracting with the providers for a certain

 

know, I’ll pay you a dollar for this procedure,

 

David B. Ramsey (1:00:29)

Yeah.

 

Jeff Walter (1:00:30)

not usual and customary. And the the providers were fragmented and the insurers were concentrated. And so, you know, they beat them up with cost, right? And next thing you know,

 

David B. Ramsey (1:00:37)

Yeah, right. And then what?

 

Jeff Walter (1:00:40)

foom hundred unit hospit hundred unit hospitals, doctor practices glow, you know, across the country, and they’re coming back and going, No, you’ll pay me a buck fifty for that process, or you don’t get access to any of my, you know.

 

You don’t get access to any of my beds and good luck not having anybody being able to go anywhere in you know southeast Michigan. You know, see how many

 

David B. Ramsey (1:01:00)

Right.

 

Jeff Walter (1:01:00)

f you know, and it’s interest so I s I’ve seen that in that industry and it’s funny kind of starting to s you know, seeing it in the franchise

 

David B. Ramsey (1:01:07)

yeah.

 

Jeff Walter (1:01:07)

and that where you’re just you you get these counterweights. It’s it’s it’s it’s one

 

David B. Ramsey (1:01:12)

Yeah.

 

Jeff Walter (1:01:12)

of the beauties of the free market in my mind.

 

David B. Ramsey (1:01:14)

Yeah, yeah. You know, it’s hard to know what the long term effects of it will be, but there’s certainly a trend for that franchise. And I’ve

 

Jeff Walter (1:01:21)

Yes. Well I think

 

David B. Ramsey (1:01:22)

written them in both sides, not only franchisers, but multi-unit franchisees that have hundreds of units. And it’s interesting to represent them as well.

 

Jeff Walter (1:01:28)

Well, I I I don’t know what the future I I don’t know what the long term effects would be. I’ll just know that it’ll change. Something will change is change. So

 

David B. Ramsey (1:01:35)

Yeah, the only constant is change.

 

Jeff Walter (1:01:39)

I you you’ve been very generous with your time today, so I appreciate that. be before we wrap up, is there anything else you you want to share with the the folks out there?

 

David B. Ramsey (1:01:49)

i just want them to know you if they are a franchise or they’re thinking about becoming a franchise or my friend we provide free consultations for small calcman gilded robins were based in new york city small firm our focus is franchising they’re welcome to contact us we also provide trainings you how to comply with franchise laws friendship relationship laws fridges rich registration disclosure laws what they are how they work cetera so you know feel free to contact us to for a contact me anytime

 

Jeff Walter (1:02:14)

Okay, and that training is for the franchise or okay.

 

David B. Ramsey (1:02:17)

That’s right. Our focus is franchisors.

 

Jeff Walter (1:02:19)

So so not just providing legal services for the franchise or but just coming and learning what what

 

David B. Ramsey (1:02:25)

Yeah.

 

Jeff Walter (1:02:26)

the ro what what the legal landscape looks like and how to s stay on the bright line. Right.

 

David B. Ramsey (1:02:29)

That’s right. Like how to offer and sell franchises properly. So again,

 

so they can not only make the money, but keep the money.

 

Jeff Walter (1:02:36)

Right, keep the money. And and and to get a hold of you, what’s the best way to get a hold of you and get a hold of your firm?

 

David B. Ramsey (1:02:42)

Yeah, you can email or text me or call me anytime. My email is DRamsi, that’s R-A-M-S-E-Y at KaufmannGilden.com. Kaufmann is with two N’s like Nancy, Gilden, G-I-L-D-I-N.com. And my phone number is 212-705-0816. And yeah, welcome a call or an email anytime.

 

Jeff Walter (1:03:03)

Okay, and the w and the company’s website is KaufmanGildon dot com. And

 

David B. Ramsey (1:03:06)

That’s right. K-A-U-F-M-A-N-G-I-L-D-I-N.com

 

Kaufmann-Gilden.

 

Jeff Walter (1:03:12)

Okay.

 

And we’ll make sure we put a a link to it in the show notes. and and so folks can get a hold of you and and the firm. David, th thank you so much for your for your time. You’ve been very generous. I appreciate it.

 

David B. Ramsey (1:03:25)

You’re welcome. I really enjoyed this.

 

Jeff Walter (1:03:26)

So and to everybody out there, thanks for joining us. We’ll talk to you next time.