Food and Beverage Industry
Practice Leaders: William A. Scari Jr. and John P. Duke
Pepper Hamilton LLP’s Food and Beverage Industry Practice Group brings together more than 40 lawyers, from many of the firm’s substantive practice areas, to work together on behalf of clients in this industry, including food producers and processors, food equipment manufacturers, restaurants and “fast food” outlets, convenience stores, supermarkets, franchisors and franchisees, food safety companies, and industry trade associations.
Matters we handle for these entities encompass substantially all aspects of the food and beverage industry, including agriculture, food manufacturing and distribution, supply and distribution, food safety, damage recovery, logistics, and equipment manufacturing, to name a few.
This cross-disciplinary group handles a wide spectrum of work for the food and beverage industry, including:
- corporate and finance issues including public and private securities, tax issues, bankruptcy, reorganization, mergers, acquisitions, dispositions, initial public offerings, private placements, and debt service
- general corporate work, including agreements for distribution, supply, commercial contracts, and joint ventures
- real estate matters, including contract negotiation
- franchise issues
- worldwide distribution
- litigation, encompassing employment, patent, product liability, personal injury claims, and general commercial issues
- employment matters, labor relations and employee benefits
- intellectual property licensing, patent prosecution, trademarks, and other brand protection
- environmental compliance and permitting issues, including Superfund sites
- consumer regulatory issues, including food/ingredient safety concerns, OSHA and other food-manufacturing issues, issues related to FSMA and product recalls, and labeling and marketing practices
- antitrust issues
- government investigations and start-up approvals
- family/succession planning and estate planning.
The group has significant experience handling corporate matters for companies in all aspects of the food and beverage industry, and has represented companies in the food and beverage industry for many years. We have provided a full range of legal advice, in a variety of engagements and transactions, to clients including:
- a worldwide packaged food manufacturer in two significant divestitures of their sub-businesses, including employee benefit plan and executive compensation matters
- producers of meat products, in issues of development, acquisitions, financing and establishing distribution chains
- companies in the food and beverage industry, providing services relating to chemicals that can be found in food, beverages, facilities that manufacture food and beverages, and food packaging
- beverage makers, in issues related to water purity and other environmental concerns
- entities seeking patents in the food and beverage industry
- wholesale and retail liquor sales and distribution entities, in matters including liquor license transfer, mergers and acquisitions, and financing
- owners of restaurants, soft-drink franchises, and cold/frozen food storage facilities
- owners of refrigerated warehouses, in contract work for design and construction of same
- meat processors, for whom we negotiated contracts for facility design, construction, and commissioning
- worldwide equipment and service providers to the food industry
- a joint venture in connection with the acquisition of a third company’s national products business in Brazil
- a state-of-the-art food manufacturer, one of the country’s large independently-owned producers and distributors of fruit juices, drinks and yogurt. Our work as outside general counsel includes advice on M&A matters. We also advise the owner/founder on tax and estate planning matters. We represented the company or its subsidiaries in milk processing acquisitions, dairy industry and other food processing acquisitions and dispositions.
- a manufacturer of consumer products in the outsourcing of the production of certain food products
- one of the world’s largest producers of yeast in the purchase of a U.S. producer of yeast, and the subsequent combination of that business into a joint venture with one of the world’s largest grain trading and agro-processing companies
- one of the largest developers and manufacturers of savory flavor systems for the industrial food trade in an auction process being conducted by the client’s shareholders. This client's products are an integral part of its customers’ operations, delivering the basic flavor profile for many of the most well known branded and private label food products.
- a wide number of food industry companies, including several restaurant and convenience-store chains, grocery conglomerates, a leader in soy and meat substitute products in the United States, an international malt company, and a producer of gluten and starch, in corporate restructuring and bankruptcy engagements.
One portion of the group’s work draws upon our experience in serving the hospitality and food-service industries. We represent national and international restaurant and food-service providers, food products manufacturers, distributors, vendors and other entities in these industries. Our lawyers have experience in hundreds of transactions covering business, finance and tax, real estate, intellectual property, food safety, and franchising and regulatory matters, from initial entity formation to initial public offering, from the first trademark application to an international licensing portfolio, and from local supply contracts to major national distribution agreements. Our restaurant clients include:
- landlords and public/private partnerships operating stadiums and airports with respect to master leases in these facilities for restaurants, food courts, bars, and similar food-and-beverage service outlets, and
- several national restaurant chains in
- general corporate matters and related trademark activity
- the proposed acquisition of franchisors and sale of franchises
- supply agreements
- joint ventures
- labor and employment issues
- general corporate representation
- IP protection and enforcement
- SEC and governance issues
- general litigation
- IPOs and subsequent acquisitions
- servicing of securitized debt
- securities matters
- real estate matters
- corporate financings and restructurings
- contract negotiations.