Overview
The Landscape
Health and wellness is one of the fastest-growing consumer sectors — and one of the most legally complex. From medical spas and fitness studios to supplement brands and digital wellness platforms, the regulatory landscape is dense. Shah Grossi helps wellness entrepreneurs build legally sound businesses that scale.
Key Legal Challenges
- —Navigating FDA, FTC, and state-level regulations on health claims and marketing
- —Protecting proprietary formulations, brand identity, and digital IP
- —Structuring franchising or licensing arrangements for wellness concepts
- —Managing practitioner employment and independent contractor classifications
- —Raising capital for growth-stage wellness companies
Common Scenarios
Problems We Solve
- 01
A wellness brand raises a friends-and-family round informally without offering documents, accredited-investor verification, or Form D filings — creating rescission exposure across the entire investor base.
How we help: Capital Raising · Wellness Capital Roadmap article
- 02
Marketing copy claims benefits that approach FDA or FTC disease-claim territory — and the brand has no substantiation file to defend the claims if challenged.
How we help: Risk & Compliance
- 03
The brand identity and product visuals have become distinctive and valuable, but trademark and trade-dress registrations have never been filed — and a competitor launches with a confusingly similar look.
How we help: Brand Protection · Intellectual Property
- 04
Practitioners are classified as independent contractors but are working exclusively for the brand, using its protocols and equipment — failing the AB5 test and exposing the business to wage and tax liability.
How we help: Labor & Employment
Our Work
How We Help
Brand protection and trademark registration for wellness companies
Franchise disclosure documents and area development agreements
Employment and contractor agreements for practitioners and staff
Commercial lease negotiation for wellness studios and clinics
Securities compliance for capital raises and investor agreements
Vendor, supplier, and licensing contracts
Legal Services
Related Practice Areas
Common Questions
Frequently Asked
Q.What FDA and FTC rules apply to wellness brand marketing?
Structure-function claims about supplements are permitted with required disclaimers and substantiation. Disease claims (treating, preventing, curing specific conditions) cross into drug territory and are generally not permitted without FDA approval. FTC requires that all health claims have competent and reliable scientific evidence. Maintaining a substantiation file for every material claim is both the legal and practical baseline.
Q.How should a wellness company structure its entity before raising capital?
Delaware C-Corp is the default for institutional wellness investment. LLCs and S-Corps create tax and structural issues that most institutional investors will not accept or will require conversion. The cap table should be clean (founder vesting, 83(b) elections filed within 30 days, IP assignments, an equity incentive plan authorized). Fixing these issues during a diligence process is the worst possible leverage moment.
Related: Capital Raising
Q.Can I franchise my wellness studio or medspa concept?
Often yes, but medspa and medical-aesthetic businesses face additional constraints under California's corporate-practice-of-medicine doctrine, which limits non-physician ownership of entities that provide medical services. Pure-wellness concepts (yoga, fitness, nutritional coaching) can generally franchise with standard FDD and state-registration paths. Medspas typically require a management-services organization (MSO) structure paired with a professional corporation to franchise compliantly.
Related: Franchise & Distribution
Q.Are my treatment providers employees or independent contractors?
Under AB5's ABC test, workers are employees unless the hiring business can prove all three prongs: freedom from control, work outside the usual course of business, and customary independent trade. Practitioners providing services central to the wellness business (massage therapists at a spa, instructors at a studio) generally fail Prong B. The analysis is narrow, and misclassification exposure is significant. We structure relationships that match the economic reality.
Related: Labor & Employment
Q.How do I protect my wellness brand internationally?
International trademark protection through the Madrid Protocol or direct national filings is essential as soon as the brand crosses a border — through product sales, retail partners, or franchisees. Trade-dress protection for distinctive packaging or retail-environment design should be considered in jurisdictions where design-patent or trade-dress analogues provide meaningful enforcement. First-to-file jurisdictions make early filing particularly important.
Related: Intellectual Property · International Business
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