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Name and title: Janet Spiro Martin, general counsel age: 43 copy this: Based in Mission Viejo, Calif., Sir Speedy Inc. manages a chain of about 700 franchised copy shops, which provide printing, photocopying and Internet services to businesses and consumers worldwide. Sir Speedy franchises gross approximately $400 million in sales annually, and pay royalties from these revenues to the company in return for promotional, technical and operational support. Sir Speedy is a subsidiary of the holding company Franchise Services Inc., which also owns copy companies Pip Printing, Copies Now and MultiCopy. The companies have franchise agreements with about 300 additional copy shops. Sir Speedy and its affiliated companies-but not the actual copy shops-have 125 employees. one-lawyer office: Martin runs a one-lawyer office, located within Sir Speedy’s finance and administration department. She supervises a paralegal, reports to Chief Financial Officer Dan Conger and regularly consults with CEO Don Lowe. As a privately held company, Sir Speedy does not have to race to meet Securities and Exchange Commission filing deadlines or hurdle over the new Sarbanes-Oxley requirements. However, Sir Speedy and its lawyer are faced with the equally rigorous disclosure requirements laid down by state franchise laws. For the first several weeks of each year, Martin prepares a multistate “offering circular,” a disclosure document required by most states as a condition for selling franchises. This voluminous filing (with addenda for individual state requirements) lists 23 items, including a detailed description of the franchise; biographies of all officers, trainers and franchise brokers; and disclosure of any litigation involving alleged fraud or violations of franchise law. In addition, 14 states require the franchise agreement itself to be filed and approved by state officials. “If they don’t like one word, there’s no arguing, you have to change it, or else you can’t sell franchises in their state,” said Martin. She must also ensure that Sir Speedy does not run afoul of the law in its dealings with current or prospective franchisees. “You certainly don’t want to see that cute comment on a cocktail napkin about ‘becoming a millionaire in one year’ blown up on a 4-by-5 poster board in front of a jury.” Martin acts as general counsel for MultiCopy and Copies Now, as well as Sir Speedy. Pip Printing, which was acquired in 1996, has its own general counsel. franchise enforcement: Sir Speedy has relatively little litigation, Martin said. As franchisees, shop owners remain responsible for complying with employment laws and other business regulations. The company tries to anticipate and prevent most legal disputes through a detailed franchise agreement, said Martin. This contract-which covers everything from sales territories to trademark displays to yellow pages advertising-also helps to ensure reliable and consistent service from every store bearing the company’s name, she said. Disputes between Sir Speedy and individual franchisees rarely reach the law department, said Martin. “If it gets to the point where they want to put it on my desk, it’s pretty serious,” Martin said. “Franchises are a relationship business. We really try to work things out.” For example, the company would be amenable to a reasonable repayment plan if a franchisee falls behind on its weekly royalty payments due to personal or financial exigencies. The franchise agreement provides for mandatory arbitration of any disputes that cannot be resolved amicably. The company invokes this clause less than a half-dozen times annually, she said. duplicating deals: During Martin’s tenure as general counsel, the Sir Speedy empire has grown internationally through acquisitions, joint ventures and agreements with major franchisees in Europe, Asia and Latin America. In 1996, she helped seal the deal to acquire MultiCopy, a European chain with 96 copy shops in the Netherlands, France and Austria. Martin said that her biggest deal, in terms of territory and number of units, was last year’s agreement with the Matsuoka Co. that gave the Shanghai firm exclusive franchise rights in China. Matsuoka has announced plans to open 200 shops throughout China by 2007. pip purchase: Martin played a major role in Sir Speedy’s 1996 purchase of Pip Printing, which owned 387 franchises in the United States and Britain. Part of her due diligence included reviewing the franchise agreements of all neighboring Pip Printing and Sir Speedy shops to ensure that the acquisition did not violate any franchisee’s exclusive sales rights. Although some shop owners were not happy to be affiliated with nearby rivals, Martin said, they grudgingly accepted her conclusion that Sir Speedy’s purchase of existing competitors did not run afoul of their franchise agreements. According to Martin, the Pip acquisition has proven “hugely beneficial” to both chains. principal outside counsel: Sir Speedy does not have a primary corporate or litigation counsel, said Martin, who hires firms and lawyers on a case-by-case basis, depending on the nature and location of a matter. Martin calls on San Diego lawyer Joseph McLellan for most intellectual property matters, including worldwide trademark registrations. route to the top: Martin grew up in Covina, Calif., the daughter of a physician father and homemaker mother. She attended the University of California at Irvine as a pre-med student, switching colleges and majors to graduate in 1981 from California State University at Long Beach with a business degree. She obtained her law degree from Loyola Law School, Los Angeles in 1984. After law school, Martin was attracted to corporate work and repelled by the prospect of 80-hour work weeks as a law firm associate. She joined Security Pacific Bank in Los Angeles as an in-house consumer-lending lawyer. In 1987, she moved to the Far West Savings and Loan in Newport Beach, Calif. Martin enjoyed her work in the banking industry, but said that the chronic financial woes of savings and loans in the late 1980s kept her reading the want ads. She was hired as Sir Speedy’s first general counsel in August 1989. personal: “I chauffeur my 9- and 11-year-old daughters to soccer games, basketball games, swim meets, movies and the mall,” said Martin, “and I’ve become an ATM machine for my kids. I guess I’d better keep my day job.” last book and movie: Raising your Child’s Financial IQ, by Robert T. Kiyosaki, and The Matrix Reloaded. -William C. Smith

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