Product Distribution and Marketing - CLE, Continuing Legal Education - ALI
Product Distribution and Marketing
  • 27th Annual Advanced ALI-ABA Course of Study
Register Now!

Shipped to you: Printed Coursebook | MP3 CD-ROM | DVD Video

Available Online: | Coursebook

Featuring new segments on:
   - International Franchising
   - Distribution in Asia
   - Distribution and the Technology Industry
   - Advertising and Consumer Protection Class Actions

Why You Should Attend

With the growing importance of e-commerce, consolidations at all levels of distribution chains, and new forms of relationships between suppliers and distributors, the distribution and marketing of products in today's economy raise a host of widely varying legal issues.


This annual advanced course of study, composed of more than 19 hours of instruction, brings together a faculty experienced in the many fields that most directly affect distribution: antitrust; dealer contracts, relations, and termination; business franchise and dealer protection laws; consumer protection laws; advertising and unfair competition; intellectual property; and international trade. Registrants benefit from the perspectives of government enforcement representatives and internationally-based private practitioners, some with prior experience working in the government or as corporate counsel.

In addition to examining the aftermath of the U.S. Supreme Court's Leegin decision, which overturned the century-old per se rule, the course covers the Blue Cross/Blue Shield, Hydrogen Peroxide, Toys “R” Us, and Babies “R” Us cases. The course also considers the effect of the law in the contexts of client counseling, planning and management of distribution relationships, and the acquisition of distribution businesses. For this San Francisco presentation, we include segments on distribution issues particular to technology industries and distribution in Asia.


The course also offers practical advice, such as how to:

• Achieve business objectives and solve client problems without violating the antitrust laws;

• Establish distribution networks without inadvertently becoming a franchisor;

• Train sales and marketing departments to avoid unnecessary risks; and

• Plan for and avoid supplier-distributor discord.

Back to Top

What You Will Learn

This unique multidisciplinary program covers all the varied legal issues facing distribution counsel, from antitrust and pricing to e-commerce and advertising. It is the only course that provides comprehensive coverage of the key issues that counsel involved in product distribution matters are likely to encounter:

Antitrust and Competition


E-Commerce and Internet Distribution


Unfair Competition

Consumer Protection

Intellectual Property

International Distribution

Drafting Distribution Agreements and Managing Distribution

Dealer Disputes and Termination


Ethical Issues (one hour)


Back to Top

Planning Chairs

Andre R. Jaglom, Tannenbaum Helpern Syracuse & Hirschtritt LLP, New York (also on faculty)

Back to Top


Michael F. Brockmeyer, Frommer Lawrence & Haug LLP, Washington, D.C.; former Assistant Attorney General and Chief, Antitrust Division, Maryland Attorney General’s Office; former Chair, National Association of Attorneys General Antitrust Task Force

Terry Calvani, Freshfields Bruckhaus Deringer US LLP, Washington, D.C.; former Commissioner, U.S. Federal Trade Commission

John F. Collins, Dewey & LeBoeuf LLP, New York

Kathleen E. Foote, Senior Assistant Attorney General, Chief, Antitrust Division, California Attorney General’s Office, San Francisco

Katherine I. Funk, Baker & McKenzie LLP, Washington, D.C.

H. Stephen Harris, Jr., Baker & McKenzie LLP, Washington, D.C.

Rebekah Kaufman, Morrison & Foerster LLP, San Francisco

Rick Kurnit, Frankfurt Kurnit Klein & Selz P.C., New York

Kevin J. O’Connor, Godfrey & Kahn, S.C., Madison, Wisconsin; former Assistant Attorney General, Wisconsin Department of Justice; former Chair, National Association of Attorneys General Antitrust Task Force

Laurel A. Price, Staff Attorney, Bureau of Competition, Anticompetitive Practices Division, Federal Trade Commission, Washington, D.C.

Richard J. Wegener, Fredrikson & Byron, P.A., Minneapolis; former Division Counsel, U.S. Foods Group, and Assistant to the General Counsel for Antitrust and Trade Regulation, The Pillsbury Company

Philip F. Zeidman, DLA Piper, Washington, D.C.


ALI-ABA Staff Attorney: Kevin O’Connor, Associate Director, Office of Courses of Study

Back to Top

Program Schedule

Subject to minor change. All times are Pacific Time.

Wednesday, June 20, 2012

8:00 a.m. Registration and Continental Breakfast

8:55 a.m. Administrative Remarks – ALI-ABA Staff


9:00 a.m. Introductory Remarks and Course Overview – Mr. Jaglom

Methods of distribution; direct distribution; dealers and distributors; franchising; licensing of manufacturing rights; trademarks, technology, and trade secrets


9:10 a.m. Economic Analysis of Distribution and Termination – Mr. O’Connor

Economics of vertical restraints, market power and dominance, Toys “R” Us

9:55 a.m. Networking and Refreshment Break

10:10 a.m. Developments in the Law of Vertical Restraints – Mr. Brockmeyer

Price restraints; the aftermath of the U.S. Supreme Court Leegin decision; implementing resale pricing and minimum advertised price (MAP) programs; horizontal and vertical territorial and customer restrictions; dual distribution; exclusive dealing; effects of dominance; Blue Cross/Blue Shield, American Express

10:55 a.m. Intellectual Property, Antitrust, and Distribution in Technology Industries– Mr. O’Connor

How high-tech businesses can use price and non-price restraints in IP licenses to maximize value and lessen antitrust risk; the role of copyright and trademark law in distribution; antitrust risks in the distribution and use of dominant technologies

11:25 a.m. Developments in the Law of Price Discrimination, Predatory Pricing, and Related Issues – Mr. Collins

12:00 noon Questions and Answers

12:15 p.m. Lunch Break



1:30 p.m. State Enforcement of Vertical Issues – Ms. Foote

2:00 p.m. Federal Enforcement of Vertical Issues –Mr. Price

2:30 p.m. International Enforcement of Vertical Issues – Mr. Calvani

3:00 p.m. Networking and Refreshment Break

3:15 pm Antitrust and Pricing in a World of Free Price Information – Ms. Funk

Price comparison apps, free-riding, and the impact on the retail marketplace; responses of retailers and legislatures

4:00 p.m. Vertical Issues: Panel Discussion –Mss. Foote and Funk; Messrs. Brockmeyer, Calvani, Collins, Jaglom, O’Connor, Price, and Wegener

4:45 p.m. International Franchising – Mr. Zeidman

5:30 p.m. Questions and Answers

5:45 p.m. Adjournment for the Day; Networking Reception for Registrants and Faculty


Thursday, June 21, 2012

8:30 a.m. Continental Breakfast and Networking Session



9:00 a.m. Advertising and Unfair Competition Issues – Mr. Kurnit

Substantiation; deceptive practices; comparative advertising; competitor challenges and litigation

10:45 a.m. Networking and Refreshment Break

11:00 a.m. Advertising and Unfair Competition: Federal and State Enforcement – Mr. Price

11:30 a.m. Advertising and Consumer Protection Class Actions – Ms. Kaufman

Current class action trends – privacy, greenwashing, and “Private Surgeon General” actions; class action defense strategy and tactics

12:15 p.m. Questions and Answers

12:30 p.m. Lunch Break



1:45 p.m. Distribution and Marketing on the Internet – Mr. Jaglom

Overview of intellectual property, privacy, and e-commerce issues in on-line distribution and marketing

2:45 p.m. Networking and Refreshment Break

3:00 p.m. Intellectual Property Protection in Marketing Communications – Mr. Kurnit

Copyright, trademark, and publicity rights; contracting and protecting your marketing materials, obtaining indemnification, and avoiding claims

4:15 p.m. International Distribution Issues: Focus on Asia – Mr. Harris

5:00 p.m. Questions and Answers

5:15 p.m. Adjournment for the Day


Friday, June 22, 2012

8:30 a.m. Continental Breakfast and Networking Session



9:00 a.m. The Distribution Contract: Drafting Issues – Mr. Jaglom

10:10 a.m. The Distribution Contract: Panel Discussion – Ms. Funk and Messrs. Jaglom and Wegener

10:45 a.m. Networking and Refreshment Break

11:00 a.m. Ethical Issues in the Distribution Context: Panel Discussion – Entire Faculty

12:00 noon Managing Distribution: Compliance and Dispute Avoidance – Mr. Jaglom

12:45 p.m. Questions and Answers

1:00 p.m. Lunch Break



2:15 p.m. Dealer Terminations and Consolidation – Mr. Wegener

Perils and pitfalls; rethinking distribution strategies in the “New Economy” while avoiding being caught in the antitrust crosshairs

3:00 p.m. Distribution Litigation and Negotiation – Messrs. Collins, Jaglom, and Wegener

Planning and strategy from the distributor and supplier viewpoints; case preparation, controlling costs while maximizing results; the impact of Twombly; class action trends; procedural and strategic concerns, tips for avoiding litigation

3:45 p.m. Distribution Issues in Mergers and Acquisitions – Messrs. Jaglom and Wegener

Due diligence issues; antitrust issues, contract negotiations, deal timing, and post-closing integration; risks of inadequate planning

4:15 p.m. Questions and Answers

4:30 p.m. Adjournment

Total 60-minute hours of instruction: 19.5, including one hour of ethics
23 CPE credits in Business Law and/or Marketing (live program and group internet based program)

Suggested Prerequisite: Limited experience in practice in subject matter or completion of Basic CLE/CPE Course in subject matter

Educational Objective: To become well versed in both the state of the law and current business approaches in the contexts of client counseling, planning and management of distribution relationships, and the acquisition of distribution businesses

Level of Instruction: Advanced

Click Here for MCLE Credit Information

Back to Top

Here's what registrants have said about this course:
“As always, this is a substantively rich seminar that I appreciate immensely.”
“No surprise that this program has been offered for over 25 years. It is a very good program and the faculty is really uniformly excellent.”
“There was quite a high level of expertise on the faculty, which was most impressive and valuable.”
“Excellent survey of this area of law. Very knowledgeable faculty.”
“Really good, timely topics.”
“The content in this course was very thorough and covered an array of relevant issues that were presented in a way that maintained attention and interest.”
“The presenters were clear experts in their topical areas.”

Back to Top



Course Details

Real-Time Customer Service