Navigating the world of franchising business can be a costly and risky venture without the expertise and guidance of a lawyer who comes with a wealth of experience and a stellar track record, backed by a sterling education. George Hwang, a lawyer and RegionF's new law columnist, will be contributing regular columns to this e-magazine from next month.
There are few lawyers with the killer instincts for persevering and pushing the boundaries, protecting their clients' interests at all costs, and winning a case. George Hwang, who is as renowned and respected for his human rights and freedom of expression advocacy interest and work, as he is for intellectual property and franchising law, is a rare breed. This leading expert in intellectual property, information technology, entertainment and media law has represented and helped clients on both sides of the equation – franchisor and franchisee – and garnered solid personal and professional experience that gives him the definitive edge.
“Anyone starting a business and in particular, a franchisor entering a new market, should consult a lawyer fairly early on. The company should do its due diligence about legal and financial issues, including foreign exchange restrictions and withholding taxes, for all the markets it intends to operate in,” says the sharp-witted lawyer with over 15 years of experience.
George speaks from personal experience. His induction into franchising law was in 2000 when he returned to Singapore from Brussels where he worked with the European Commission, and joined a travel website start-up as an In-house Counsel. This company was going to operate on a franchising model to generate revenue and sell its advertising space through franchisees in Singapore, Malaysia and the United States. Faced with an increasing number of legal obstacles that eventually proved to be insurmountable such as the fulfilment of a legal requirement to show a three-year track record of profitability, the company failed before it even had a chance to succeed. For the founders, it was both a disappointing and expensive lesson.
“Many business owners don’t realise early enough that their lack of knowledge of the law and relevant business environments will strongly impact the outcome of the business,” he added.
His advice is tried and tested. In a litigation case involving anti-competition and confidentiality clauses in a franchise agreement, George has successfully settled a case to his client’s benefit.
“An anti-competition clause is only strong when you have real confidential information to protect. An example would be a sushi restaurant. There are no secret recipes or way of cooking. All you need is fresh seafood and a good sushi chef. What the franchisor had was merely some know-how in identifying a good sushi chef. The so-called business model of having sushis on a conveyor belt is not protectable because it's in the open and everyone can see it. It will be quite difficult unless the ex-franchisee is also using the brand or image of the ex-franchisor,” he explained.
Since Singapore has no franchising law per se, franchisees will need to examine the franchise agreement from a various legal-commercial perspective, carefully. This is because franchising laws are usually passed to protect the franchisees, who are the “little men on the streets”. Singaporean franchisors going international will need to comply with franchising-related laws in other countries. For example, countries like the United States and Malaysia have compulsory cooling periods for franchise agents. Franchising, being heavily reliant on intellectual property, will also require the consideration of related laws including trademark registration and anti-competition regulations. This is where having international experience and training, and knowledge and expertise in intellectual property law, count.
George graduated from King's College in London and was called to the bar of the Supreme Court of Singapore, and the Supreme Court of England and Wales. En route to obtaining pure financial law masters, he discovered his interest in intellectual property (IP) law when he attended an IP lecture “just for lark”. He eventually found himself an internship at one of the best IP chambers in London, where he was supervised by a Queen’s Counsel.
His list of academia accolades runs on. Barely three years into practice, he was invited by UK’s Sweet & Maxwell, to be its Country Correspondent for the Entertainment Law Review in the early 1990s. He won a book prize for Professional Ethics in the Professional Practice Law Course, and was one of a handful chosen to participate at a Summer Research Session on International Telecommunications at the Research Centre, the Hague Academy for International Law.
Outside of studies, he also made a mark with his trial observation work. He published a report on Malaysia's Raja Petra habeas corpus application, and earned the dubious honour of being interrogated in Vietnam by its internal security police for his trial observation work.
His adventurous spirit led him to work across the world, from the European Commission to Bulgaria to the Bahamas, and then Hong Kong as the General Manager of Warner Music Publishing. Today, this director of his own law firm is well-regarded as a leading expert in his fields of practice.
Most recently, George was one of the counsels who successfully defended journalist and blogger James M. Dorsey. This appeal to Singapore’s apex court overturned an earlier decision to have Dorsey reveal his sources. The decision has been reported in some of the leading law reports for Intellectual Property law.
This multi-linguist who speaks English, French, Mandarin, Cantonese and Hokkien fluently says helping his mother with her contract laid the foundation of his interest in commercial transactions. It also taught him to look out for his clients' best interests.
George was only 10 when he coordinated and translated his first contract which was for his mother when she was invited to appear on a Japanese TV show that featured the best of Asia. One of Southeast Asia’s first recording stars, his mother was very famous for a folk dance, “Ya Zhi Bei Feng”. “Ya Zhi” is an old man who is cannot speak. “Feng” is a pretty young lady who is a paraplegic. The dance is about Ya Zhi carrying (“Bei”) this young lady to look at the scenery. His mother performed the role of both characters by strapping a doll to herself.
When asked what he learned from his first case, George says he should have informed the agent about the life-sized doll his mother used as a prop to play her two roles.
“We could have negotiated for a seat for the doll on the flight instead of worrying about it being broken. That's what an experienced lawyer would do,” he quipped with characteristic wry humour.