ROGER N. SCHMIDT
GENERAL PROFESSIONAL EXPERIENCE
Legal and Business
Mr. Schmidt is entering his 18th year as a professor of Franchise Law at Baylor University Law School, one of the most highly regarded law schools in America, where he is and has been an /adjunct Professor of Law. In addition to teaching, Mr. Schmidt has extensive experience in general corporate; transactional documentation; mergers; acquisitions; complex business purchases and sales, representing both seller and purchaser in various deals; securities services to include S1, S10, etc. filings; real estate to include complex tax free exchanges, real property documents, title work, complex real property purchases and sales; oil and gas including document preparation and leasing; most phases of commercial and busienss litigation from both plaintiff and defense sides including jury trials. From law school graduation handled numerous litigation matters facets of the legal which included commercial matters through complex business litigation, spending much time in the courtroom through the vehicle of a small firm and also acted as managing partner.
Transitioned from the general practice of law to concentration on franchising when the Olajuwons purchased over 200 Denny’s Restaurants. Moved in-house with Olajuwon Holdings and acquired extensive hands on experience in most facets of franchising. Was a shareholder in Hospitality Restaurants which was a Texas corporate multi-unit/multi-brand franchisee (25 units) in the food industry which owned and operated KFC and Taco Bell franchises.
Thereafter, moved to Curves International, Inc. as Chief General Counsel, supervising all aspects of the Company’s legal requirements and issues involving franchise systems, to include: state and federal franchise requirements; state and federal disclosure; litigation; relationship laws including terminations, renewals and transfers; licensing; trademarks; copyrights; structuring franchise transfers and resales; non-litigation dispute resolution with franchisees; contract negotiations; drafting franchise agreements; drafting UFOCs and FDDs; managing outside counsel in all aspects; supervising all litigation; advising Curves owners, officers and directors; and, all other aspects and duties of general counsel.
Curves was the fastest growing and largest fitness/health club franchise in the world, growing from a few hundred in 2001 to over 10,000 by 2006. Supervised Curves' legal department (3 attorneys and 21 support staff) which currently handles over 8,500 franchise locations in 86 countries. In an administrative capacity for the Company, sit on the Executive Committee for Curves and on its Board of Directors.
PROFESSIONAL HIGHLIGHTS AT CURVES
Prepared and implemented an internal systematic trademark and domain registration program, and record keeping program, to get Curves’ domain names and trademarks systematically registered in all international markets that appeared, and may appear in the future, to be on the horizon for the expansion of Curves into that international market. Structured plan for international trademark registration in over 100 countries in anticipation of future growth. Began the structure and implementation of forming and organizing corporation entities to meet the needs of international expansion when the need arose. Included in the structure was the formation of several off shore entities and organizing the internal structure of the Company to flow contracts and funds orderly through the entities.
Supervised the growth explosion of Curves during the time period when over 250 franchises were being sold per month. Trained and supervised a handpicked legal staff in order to accomplish this handling most of the legal issues involved in sales and disclosure “in-house". Structured the legal department and began expanding staff with outside hires, new procedures, accountability, etc. Implemented email usage intercompany and pushed for development of IT systems and an IT department. Implemented Company-wide legal document review procedures requiring all departments to submit contracts and other legal documents to in-house counsel for review and comment with tracking documents and tickler system. Restructured and supervised the resale and closure processes of the Company, training personnel and implementing procedures to ultimately enable resale and closure matters to be handled separately from the Legal Department.
Initiated and completed the drafting of the Company's first employee handbook. This included coordinating input from all departments and outside legal counsel to ensure all necessary components were contained in the employee handbook and that Company was in compliance in all aspects as to state and federal laws. Drafted and instituted document preservation procedures and standards for the Company. Drafted and coordinated the implementation of Curves Security Policy for all information in Curves system including access by employees, outside contractors, etc. and incorporated the same into the Employee Handbook. Supervised and assisted in the drafting of the Red Flag policy for Curves for implementation in 2010 or later if required.
Negotiated the master franchise relationship in Japan with a Japanese public company. Also negotiated and completed the recapture of Curves trademark from an unrelated Japanese third party. Set forth and implemented the policies for the Japanese master franchisee which today has over 900 open franchises. Successfully negotiated system wide tariff reductions from ASCAP, BMI, SESAC and SOCAN in the United States and Canada, respectively, resulting in a fair and affordable royalty for music played in franchise locations.
Coordinated Curves' efforts to structure the Company for a private sale with outside business broker in 2005. Supervised and coordinated the preparation of Curves for a public offering and/or purchase by a third party. This required preparing and/or implementing all necessary SOX requirements in all departments to make Curves completely SOX compliant by the target date of early 2006.
Instrumental in the decision to drop “Curves For Women” and go with the single word “Curves” in a special font and color for future expansion and development worldwide, similar to name recognition for McDonald’s, KFC, etc. Successfully negotiated and completed the purchase (at less than budget) of “CURVES.COM” from Bodyline, Inc., the website owner in 2005 which gave Curves its current web address of “curves.com”.
Implemented and coordinated the expansion of Curves' insurance coverage, being one of the first large franchise companies to obtain coverage regarding franchisee lawsuits to include E&O and D&O for sales representatives and franchisee fraud, misrepresentation, etc. claims, including consolidation of all liability, aircraft and comprehensive insurance under a single agency source.
Initiated and was instrumental in the coordination of the formation of the “Curves Franchisee Association” which is the entity representing the Curves franchisees today. A somewhat novel and rare move for a franchisor culminating in a peaceful formation of a true franchisee association, with good cooperation from the franchise system and a meaningful franchisee organization.
Initiated the defense of a concerted effort by a law firm representing over 240 franchisees which filed franchisee lawsuits in multiple jurisdictions for a variety of claims involving fraud, misrepresentation, deceptive trade, etc. Such defense coordination included the hiring and supervision of the defense team including outside counsel, consolidation of all lawsuits into Texas, dismissal of the California case, attending and negotiating dozens of court ordered mediations and ultimate disposition of the case to a very favorable end for the Company. Coordinated and supervised all litigation involving Curves, including hiring and managing all outside litigation counsel.
Supervised and coordinated the paperless shift in the Legal Department which involved the purchase and implementation of a software program which allows online viewing of all Curves franchisee files, open or closed. This process initially required the scanning of all franchisee files (over 15,000 files) by an outside source. Supervised, coordinated and implemented the migration of the scanning into our IT system with IT personnel and thereafter, ensured appropriate legal staff received training in order to keep franchisee files current and available for online viewing going forward.
Supervised and completed most of the drafting of the social media policies for internet websites and internal usage by employees, including privacy policies and usage agreements. Assisted IT and supervised Legal’s roll in the launch of the Company’s new systemwide club management system, CurvesOS, including the drafting of the website privacy policies and usage agreements. Assisted IT and supervised Legal’s requirements in rolling out the Company’s new system wide diet program, CurvesComplete, including the drafting of the website privacy policies and usage agreements. Assisted IT and supervised Legal’s requirements to enable the launch of Curves new Ecommerce website for internet product sales worldwide.
Coordinated and supervised Curves international expansion into over 86 countries, which included hiring and managing all outside counsel; coordinating and supervising all trademark registration and maintenance of the Curves marks and trade dress; supervising and preparing in-house preparation and filing of all international disclosure documents; supervising and preparing master franchise agreements; negotiating with master franchise candidates; insuring compliance with international privacy and franchise laws; and, general over all supervision and hands on maintenance of the international arena.
Assisted CEO in preliminary negotiations with suitors wanting to buy all or a portion of Curves. Supervised Legal’s requirements with NDA’s and other confidential documents to begin negotiations with suitors. Participated in high level discussions regarding suitors and finalizing choice and procedures in which to proceed with negotiations for a sale of Curves. Participated in preparations of discussion documents, financials and other review information. Worked closely with purchasing team through due diligence, employees, assets, etc. Reviewed and supervised all proposals, deal sheets, contracts, etc. from time of first negotiations successfully through closing effecting a sale.
Served as a member of the Board of Directors.
LEGAL AND BUSINESS EXPERIENCE
April 2012 – Present
Schmidt, Ayers & Associates
Woodway (Waco), Texas
September 2001 – April 2012
Curves International, Inc.
Senior Vice President & Chief General Counsel
Woodway (Waco), Texas
August 2003 – Present
Baylor University Law School
Adjunct Professor of Law
April 1997 – September 2001
Olajuwon Holdings, Hospitality Restaurants, Inc.
Vice President & General Counsel
Shareholder in KFC/Taco Bell Franchises
July 1995 – Present
Riversand , LLC
Real Estate Holdings and Development
July 1987 – Present
President & Shareholder
Oil & Gas Production/Real Estate
May 1985 - March 1997
Roger Schmidt & Associates
General Trial, Commercial & Business Law Practice
April 1977 - April 1985
Schmidt & Reich, P.C.
General Trial, Commercial & Business Law Practice
October 1974 - March 1977
Campbell & Lilly
General Trial, Family Law & Business Law Practice
Adjunct Professor of Law at Baylor University Law School teaching a comprehensive course in “Franchise Law”, which includes the history of franchising, disclosure, relationship laws, anti-trust, mergers, franchise structure, trademarks/intellectual property, state franchise laws, FTC rules and laws, dispute resolution, franchise agreement and FDD drafting, etc. Developed extensive curriculum and implemented same as there are no textbooks on franchising.
Speaker, Women Lawyers of Interlaw-Americas, "Global Franchise Industry: It's Not Just for Franchise Lawyers Anymore"
Editor, ABA FORUM ON FRANCHISING FRANCHISE LAW CASEBOOK & TEACHER'S MANUAL. This will be the first legitimate textbook on franchising and has been commissioned by the ABA. One of the original six editors and currently on the textbook committee as an editor.
Speaker, IFA 40th Annual Convention, "Consumer Actions Against Franchise Systems: Defenses & Consequences"
Facilitator, Executive Business Solution Roundtables, IFA 47th Annual International Franchise Convention, "Dealing With Financially Troubled Franchises"
Member, ABA Corporate Counsel Committee
Speaker, IFA 48th Annual Convention, "Key Business Issues to Consider in Structuring Your International Franchise"
Article published in Franchise Times, “Legal Enforcement of International Franchise Relationships”
Member, International Franchise Association (IFA) Legal Symposium Task Force
Speaker, ABA 32nd Annual Forum on Franchising, “Managing the Organization of a Franchisee Association”
Speaker, IFA 42nd Annual Legal Symposium, “Controlling Your Brand (or Attempting to) on Web 2.0 – Legal Updates and Strategies Regarding Online Trademark Issues”
Facilitator, Roundtable Discussions, IFA 43rd Annual Legal Symposium, "Franchisee Associations: Strategies and Realities"
Speaker, IFA Emerging Franchisor, "What you and your franchisees need to know to stay compliant and Dispute Resolution"
Panelist, on Martindale-Hubbell Counsel to Counsel forum in Houston, Best Practice - “Tracking New Privacy and Data Protections”
Article published in Counsel to Counsel, Fall 2010, and polybagged with the September issue of InsideCounsel magazine, article - “Tracking New Privacy and Data Protections”
Speaker, ABA – American Bar Association’s 34th Annual Forum on Franchising, "Differential Treatment of Franchisees in Tough Economic Times"
Speaker, IFA – 52nd Annual Convention, “Best Practices In Administering An Advertising Fund”
Facilitator, Roundtable Discussion, IFA 52nd Annual Convention, “Relationship - Dealing with Financially Troubled Franchisees”
Facilitator, Roundtable Discussion, IFA 54th Annual Convention, “Dealing with Franchisee Issues - mediation as a positive strategy for both Zee and Zor”.
Speaker, Dallas Bar Association, Forum on Franchising. “Development and Operational Challenges in Various Countries”.
Speaker/Facilitator, Roundtable Discussion, IFA 55th Annual Convention, “Relationship - Franchisee Advisory Council’s and Franchisee Associations”.
Speaker/Facilitator, Roundtable Discussion, IFA 56th Annual Convention, “Building an Infrastructure for Emerging Franchisees”.
Featured Speaker, Texas Association of Legal Assistants, “Contracts and Franchise Agreements”.
Texas State Bar, 1975
U.S. District Court, Southern District Texas
U.S. District Court, Western District Texas
United States Court of Appeals, Fifth Circuit
United States Court of Appeals, Eleventh Circuit
United States Tax Court
United States Supreme Court
South Texas College Of Law, Houston, Texas
Juris Doctor, May 1975
Bemidji State University, Bemidji, Minnesota
B.A., History, June 1970