The North American Securities Administrators Association (“NASAA”) this week issued an important proposed statement of policy (“SOP”) for public comment to close a fine print technique used by franchisors to insulate them from liability under some state franchise disclosure laws. The SOP deals with and would stop the proliferation of acknowledgements and questionnaires used by franchisors to negate fraud claims by franchisees. The technique has franchisors getting prospective franchisees to sign an acknowledgement that they did not receive or rely upon earnings claims in making their commitment to purchase the franchise. If problems subsequently arise and the franchisees try to prove that they did receive illegal additional earnings claims, the franchisors then use these acknowledgements and questionnaires to get the courts to dismiss the lawsuits. This happens notwithstanding that many franchise disclosure laws contain anti-waiver clauses rendering such additional earnings claims illegal. The FTC has not yet acted on revising the Franchise Rule, however NASAA provides state by state securities guidance. The public comment period is open through January 5, 2022 and all comments must be submitted by electronic mail to:, with cc: Section Chair, Andrea Seidt ( and the Project Group Chair, Dale Cantone ( All comments received in response to this request will be posted to NASAA’s website ( without edit or redaction. Accordingly, please do not include any information in your comment letter that you do not wish to become publicly available.