Will Woods

Will K. Woods

Baker & McKenzie LLP


Will K. Woods represents franchisors throughout their business life cycle: in the start-up stage; as middle-market franchisors; and as mature, global franchisors. He represents many of the leading hotel, lodging and hospitality franchise companies and has vast experience in negotiating complex franchise and licensing transactions both in the US and in many other countries around the world and in counseling clients across industries with respect to system restructuring and related relationship issues and brand expansion.

Will has been listed in Chambers USA and Chambers Global as a leading franchise lawyer every year since 2010 and was praised by clients as a "thorough, diligent and hardworking lawyer: someone who always tries to find a solution." Chambers also noted that he "impresses with his sophisticated international transactions practice" and that he is "client-service oriented, giving practical, useful and implementable advice." He is included in An International Who's Who of Franchise Lawyers and as a Legal Eagle and one of the top 101 franchise lawyers in the US and Canada by Franchise Times. He is regularly named one of the Best Lawyers in Dallas by D Magazine. He was also designated by The Best Lawyers in America as a "Best Lawyer of the Year – Franchise Law" on several occasions. Will is a Certified Franchise Executive. He is the Immediate Past Chair of the ABA Forum on Franchising and serves on the Forum's Governing Committee in that capacity.

Practice Focus

Will concentrates his practice primarily in franchise and distribution law. He counsels clients on structuring and negotiating international and domestic franchise transactions, distribution of products and services and franchise registration and disclosure matters.

Representative Legal Matters

  • Primary outside counsel on one of largest hotel franchise transactions ever completed by global hotel company involving the conversion of 20+ all-inclusive hotel properties in the Caribbean and Latin America to various brands owned by hotel company.
  • Represented private equity company in the acquisition one of the largest water treatment companies in the world that operates under a franchise/dealership model.
  • Represented large, global hotel company on a complex licensing transaction for a 4,000 room multi-brand luxury property in Las Vegas.
  • Advised global quick-service restaurant franchisor on the spin-off and licensing of its China business.
  • Represented global casual dining chain in a series of refranchising transactions involving 200+ restaurants.
  • Represented leading hotel company in the negotiation of a franchise agreement and related documentation for a 3,400 room resort property in the Bahamas.
  • Represented global hotel company in the licensing and related aspects of one of the first spin-offs of a timeshare and residential businesses into a new publicly-traded company.
  • Updated and restructured a large luxury product retail chain’s licensed boutique agreement.
  • Represented global hotel company in the negotiation of affiliation and license agreements for ultra-luxury property in Knightsbridge.
  • Represented large hotel company in negotiation of a license agreement and related documentation for a 3,000 room condominium hotel in Las Vegas.

Professional Honors

  • Listed in Chambers USA (Franchising)
  • Listed in Chambers Global (Franchising)
  • Listed in International Who's Who of Franchise Lawyers
  • Named in Franchise Times as "One of the Top 101 Franchise Lawyers in the US and Canada"
  • Listed in The Best Lawyers in America, Franchise Law
  • Named by The Best Lawyers in America as "Best Lawyer of the Year - Franchise Law"
  • "Selected by D Magazine as one of the Best Lawyers in Dallas

Professional Associations and Memberships

  • Dallas Bar Association
  • American Bar Association
  • Certified Franchise Executive


  • Texas~United States (1998)


  • Baylor University School of Law (J.D., cum laude) (1998)
  • Baylor University (B.B.A.) (1994)


  • English


  • Co-author, "Culture Eats Strategy for Breakfast: Franchise compliance programs can have many benefits. Reap the rewards of a culture of compliance." Franchising World, April 2018

  • Co-author, "When Bold is Best: Franchise Agreements as Adhesion Contracts under the Brazilian Arbitration Act," The Franchise Lawyer, Winter 2018

  • Co-author, "Income Tax Considerations in Acquisitions and Combinations of Franchise Businesses", "Mergers and Acquisitions of Franchise Companies," 2nd Edition, American Bar Association Forum on Franchising, 2014

  • "The Dark Side of Master Franchising," International Journal of Franchising Law, Issue 5, 2013

  • "State Taxation of Royalties on Out-of-State Franchisors Continues: KFC Corp v. Iowa Department of Revenue," The Franchise Lawyer, Spring 2011