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Pillsbury Pillsbury Pillsbury
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    Los Angeles Business Journal Food & Beverage Roundtable
    Harvard Law: The Fascinating Field of Food Law | Anna Graves
    Asian Restaurant Leader Acquires Stake in U.S. Chain Smashburger
    Related Practices / Industries

    Restaurant, Food & Beverage Practice


    “I know if I go to one of the lawyers there I will be getting the best advice possible."
    - Chambers USA

    Pillsbury is one of the few law firms with nearly equal numbers of attorneys on the East and West coasts of the United States, with attorneys in California, New York, Washington, DC and Virginia, and the balance in Texas, Florida, London, Abu Dhabi, Shanghai, Beijing and Tokyo. We offer depth of knowledge in core industry sectors, including the restaurant, food and beverage industry. Our practice is organized to offer clients a maximum return on our collective knowledge about their businesses and legal issues.

    The Restaurant, Food & Beverage practice at Pillsbury provides counsel and representation to a wide range of national and regional restaurant chains, wineries, early-stage restaurant ventures, packaged food companies, importers, distilleries, licensors, manufacturing companies, and franchisors. Our experience includes:

    • Mergers and acquisitions for all industry sectors, including restaurants, packaged food companies, wineries, beverage companies, and vineyard land
    • Alcoholic beverage compliance and regulatory issues, including ABC licensing issues for restaurants and hotels
    • Marketing, distribution and franchising compliance, including franchise systems, dealer and distributor networks, and area development agreements
    • Class action litigation, including the defense of suits relating to wage & hour laws, meal & rest break regulations, off-the-clock-claims, the Fair and Accurate Credit Transactions Act (“FACTA”), food claims (e.g., “all natural”), menu labeling, and other consumer issues
    • Brand licensing transactions
    • Private equity investments, angel financing, other capital raises, and equity structuring
    • Start-up funding and organizational matters
    • Food and beverage product distribution and supply agreements for restaurant operators and packaged food companies
    • Intellectual property issues involving trademarks, patents, brand protection, and label registrations, including trademark litigation and prosecution
    • Employment and labor advice, and employee benefits representation
    • Corporate, securities, and operational matters, including public company representation and SEC compliance matters
    • Finance of all types (bank, structured, asset-backed, distressed investing, trade and commodity)
    • General litigation, including insurance coverage, ADA access, false advertising, contract disputes, and unfair competition
    • Insolvency and restructuring advice from the perspectives of lenders, investors, and debtors
    • Real estate matters, including leasing and the definition and resolution of land use issues
    • Tax planning and negotiations with federal and state taxing authorities
    • Securities litigation and enforcement

    Representative Transactions

    Mergers & Acquisitions
    Pillsbury’s active and diverse M&A practice works with clients based throughout the world. Our lawyers are experienced in transactions involving privately- and publicly-held companies, joint ventures and strategic alliances, going-private transactions, and private equity acquisitions.

    • Represented a publicly-traded multinational restaurant operator with over 3,000 stores worldwide in its acquisition of a 40 percent interest in a U.S. better-burger chain for approximately $100 million
    • Represented an international coffee and tea company in its sale of a large stake in the company to private equity firms
    • Counsel to the parent of an iconic Tex-Mex chain in the SE United States in the sale of a controlling interest to private equity firms
    • Counsel to the U.S. grocery subsidiary of the largest grocery company in the world in its sale to a US operator, and in several earlier acquisitions of its U.S. manufacturing and distribution companies
    • Counsel for a quickly-growing coconut water company in its restructuring and sale of a controlling interest to the leading marketer of Hispanic food and beverage products in the United States
    • Represented a publicly-traded Japanese foodservice company in its sale of two related chains of family dining restaurants
    • In a transaction that ranks among the wine industry’s largest to date, represented a super-premium wine producer to sell its entire wine portfolio to the world’s largest wine producer, including several well-known wine brands and their associated vineyards, winemaking assets and sales organization
    • Representation of a number of franchisors in acquiring franchisee-owned restaurants in several separate transactions, including transactions for a quick service chain, an upscale pizza concept, and a fast casual Mexican concept
    • Representation of a long-time investor in an upscale casual eatery known for its large selection of draft beers in the sale of its interest to the private-equity acquirer of the concept and the subsequent sale to the largest restaurant company in the United States
    • Represented a private equity investor in its acquisition of a controlling interest in a health-focused fast casual chain
    • Counsel to a rapidly-growing Northern California pizza chain in its recapitalization and sale of a significant interest to a private equity firm, and a subsequent follow-on round

    Corporate & Securities
    Our Corporate & Securities practice covers a broad range of legal services, from startup funding and formation activities for emerging companies to initial public offerings and other financings, domestic and international securities transactions, private equity and venture capital investments, recapitalizations, general corporate matters, and corporate governance and compliance issues.

    • Outside general counsel to an iconic Southern California- based hamburger chain
    • Representation of a national pizza chain in its initial public offering, subsequent secondary offering and later reincorporation from California to Delaware
    • Counsel to a blank check restaurant acquisition company in its initial public offering and subsequent M&A work
    • Counsel to a national, publicly-traded, upscale restaurant and brewhouse chain for contract and operational matters, including sweepstakes and advertising programs
    • Formation and initial funding of a manufacturer and distributor of high quality, single-origin chocolate and vanilla products, and general outside counsel functions
    • General corporate, securities and licensing counsel for a rapidly expanding tart frozen yogurt chain
    • U.S. counsel for a unique, multinational, fast casual flame- grilled chicken concept
    • General corporate and securities counsel to a Los Angeles-based nightlife and event company which owns and operates numerous sophisticated and ultra-stylish nightclubs and restaurants
    • Representation of the underwriters in the initial public offering of a major coffeehouse chain
    • Representation of the casual-dining and branding companies for a Los Angeles-based celebrity chef, including several rounds of venture financing and two restructurings
    • Formation and initial funding of a manufacturer and distributor of high quality, single-origin chocolate and vanilla products, and general outside counsel functions

    Class Action Defense
    Our litigators have extensive experience in representing clients in consumer and unfair competition lawsuits, wage and hour class actions, FACTA suits and meal and rest break suits. Our practice often involves large-scale complex litigation with multiple parties, in multiple proceedings and forums.

    • Successfully settled numerous class action lawsuits for multiple major restaurant companies which had been sued by restaurant managers and other employees who claimed that they were improperly classified as exempt under state wage and hour laws
    • Negotiated favorable cy pres settlement for a popular tart frozen yogurt chain in a consumer class action which alleged false advertising and violations of unfair competition statutes
    • Successfully defended an international packaged-food company in a claim for false labeling, obtaining a denial of class certification and summary judgment
    • Precedent-setting representation of numerous restaurant chains in separate class action suits alleging violations
      of FACTA
    • Successful defense of international packaged-food companies in a class action suit alleging price fixing
    • Representation of two national grocery companies in class action suits alleging false advertising

    Alcoholic Beverage Licensing and Regulatory Work
    We provide a complete portfolio of legal services to help clients comply with the maze of regulatory requirements governing the production, distribution and sale of alcoholic beverages. We counsel clients on state and federal compliance questions and defend them in regulatory investigations and in negotiations with state and federal agencies.

    • Successful representation of numerous restaurant companies in connection with allegations of ABC trade practice violations
    • Representation of a wine trade association in constitutional litigation challenging state laws prohibiting direct shipment of wine from out-of-state wineries to in-state consumers
    • Representation of numerous restaurant companies in regard to ABC licensing matters
    • Successful representation of several alcoholic beverage distributors in a series of California alcoholic beverage tax assessment cases
    • Special regulatory counsel to the underwriters in the initial public offering of a multinational wine company

    Gift Cards and Pre-Paid Cards
    For a variety of clients, we provide ongoing counsel on regulatory compliance with federal and state laws related to gift cards, pre-paid cards and stored value cards, for both closed and open universe programs. We also provide assistance to restaurants, retailers, and financial institutions regarding unclaimed property requirements related to gift and pre-paid cards, as well as state laws regarding expiration dates, fees and other terms and conditions.

    • Representation of national restaurant chains in the design of 50-state rechargeable gift cards in compliance with state laws banning expiration dates and service fees
    • Defended three large buffet chains in a class action suit concerning gift certificate expiration issues
    • Successful representation of a national retailer in a class action suit alleging that refusal to redeem gift cards
      for cash violates California’s gift card statute and unfair competition law
    • Defense of numerous private attorney general and class action lawsuits challenging gift card policies

    Protection of Intellectual Property Rights and Brand Licensing
    Pillsbury’s Intellectual Property practice advises clients on developing successful and comprehensive IP strategies by protecting, managing, asserting, defending, and leveraging their IP assets.

    • General trademark and licensing counsel for several national and international restaurant clients
    • Successful defense of an international packaged food company in a case alleging trademark infringement
    • Counsel to a frozen yogurt chain in the negotiation of a license for the distribution of its branded products in the retail stores of an international coffee company
    • Negotiation of numerous trademark license agreements relating to brand extensions for several restaurant companies
    • Representation of a manufacturer of specialty chocolate and other confectionary products in negotiating a distribution arrangement with a multinational coffeehouse chain
    • Successfully enforced our client’s patent on non-detachable, easy-open devices for beverage cans, leading to industry-wide licensing and substantial royalties payable to our client

    Insurance Coverage
    Pillsbury’s insurance practice was one of the first insurance practices in the United States. For Restaurant, Food & Beverage clients, we have extensive experience negotiating and litigating insurance coverage disputes in connection with class action suits, as well as significant experience with insurance recovery following natural disasters.

    • Successful representation of a Mexican quick service chain in an arbitration proceeding to obtain insurance coverage in connection with a series of class actions asserted for purported violations of labor laws. The arbitration award issued in the case created a new theory of recovery from insurance carriers
    • Representation of a packaged foods company in obtaining insurance coverage in connection with a major recall/destruction of product following source contamination
    • Represented several clients in recovering business interruption losses for, among other events, Hurricanes Katrina, Ike, Rita and Wilma, and the terrorist attacks of September 11, 2001
    • Prosecuted several separate civil lawsuits on behalf of national and regional restaurant companies to obtain insurance coverage for settlements under wage and hour class action suits
    • Successful representation of a family-owned national hamburger chain in sophisticated coverage and recovery matters

    Pillsbury has extensive experience with all forms of marketing, distribution and franchise systems. Our work includes helping clients structure their arrangements to avoid triggering franchise laws, as well as preparing franchise registration and disclosure documents for clients when compliance is required.

    • Franchise counseling and compliance advice for several national restaurant chain operators
    • Successful representation of a national family dinner house chain in a disputed action to terminate a California franchisee
    • Representation of a national quick service chain in a breach of contract and business tort action brought by franchisees of multiple restaurants
    • Assisted a multi-state grocery chain in restructuring its arrangements with store operators to avoid application of franchise laws
    • Acted as litigation counsel to several franchisees of a traditional frozen yogurt company in an action against the franchisor for violations of state and federal franchise regulations
    • Represented a national Mexican quick service chain in the Chapter 11 proceeding of one of its franchisees, resulting in the reacquisition of 69 of our client’s restaurants

    Our litigators practice before a wide range of tribunals, appearing in federal and state courts throughout the country, at every level from trial to appellate, and before a wide variety of administrative agencies and alternative dispute resolution organizations.

    • Successful defense of several packaged food companies in antitrust cases brought to challenge the companies’ direct billing systems
    • Successful representation of a number of restaurant companies in ADA access cases
    • Successful defense of a quick-service, flame-grilled chicken chain in a defamation and tortious business interference case
    • Successfully defended numerous restaurant chains in employment litigation matters and matters appearing before state labor departments and hearing boards
    • Successful defense of a series of lawsuits brought by terminated distributors against a well-known bread, snack and cookie brand

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