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Restaurant, Food & Beverage

Contacts

Anna M. Graves
Partner, Los Angeles
T: +1.213.488.7164
Carrie L. Bonnington
Partner, Sacramento
T: +1.916.329.4735
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Pillsbury’s Restaurant, Food & Beverage lawyers provide comprehensive counsel to industry clients on day-to-day operational, compliance, and commercial issues, M&A and corporate transactions, regulatory challenges, and class action and general litigation.

Pillsbury is one of only a few major international law firms with significant restaurant, alcoholic beverage, and packaged-food and beverage practices. We offer our clients a core group of industry-focused lawyers and consultants with deep sector knowledge, global reach, and extensive experience regarding all of the challenges restaurant, food and beverage industry participants face. From brand protection, intellectual property optimization, franchising and brand licensing, to corporate, operational, and securities matters, to leasing, litigation, insurance recovery, and regulatory compliance, Pillsbury lawyers provide business guidance, regulatory advice, and litigation support backed by the resources and capabilities of a full-service law firm.

We represent a wide range of national and international restaurant chains, wineries, breweries, early-stage restaurant ventures, food and beverage manufacturers and distributors, importers, distilleries, brand licensors, investors, and franchisors, among other industry participants.

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Representing a wide range of manufacturers, importers, and retailers, both in the U.S. and abroad, we are experienced in areas including:

  • M&A: Mergers and acquisitions for all industry sectors, including restaurants, packaged-food companies, wineries, beverage companies, and vineyard land
  • Alcoholic beverage: Alcoholic beverage law, compliance and regulatory issues, including California Department of Alcoholic Beverage Control (ABC) trade practices counseling and litigation defense, and licensing issues for suppliers, restaurants, retailers and hotels
  • Advertising: Advertising, promotions and marketing compliance, program development, and defense of litigation related to false advertising claims
  • Franchise: All forms of franchise and distribution systems, including helping clients structure their arrangements to avoid triggering franchise laws, as well as franchise compliance and registration and preparing franchise disclosure documentation
  • Employee class action litigation: Defense of class action litigation, including lawsuits involving wage and hour laws, meal and rest break regulations, off-the-clock-claims, and other employee issues
  • False advertising, food claim and contamination litigation: Defense of class action and other litigation involving labeling and food claims (e.g., “all natural”), allergens, contamination, wine quality, ingredient descriptions, and other consumer issues
  • Insurance review and recovery: Insurance review and planning, and insurance recovery for clients which are the targets of employee or consumer litigation
  • Brand licensing: Brand licensing transactions, including for the production and sale of packaged-food products based on famous menu items and numerous wine trademarks
  • Startup financing: Startup funding, formation and organizational matters
  • Private equity: Private equity investments, other capital raises, and equity structuring
  • Supply and distribution: Supply and distribution agreements, including master supply agreements for restaurant operators and beverage suppliers, and defense of unlawful termination lawsuits
  • Intellectual property: Trademark and patent prosecution and litigation, infringement actions, protection of trade names, trade secrets, copyrights and overall brands, brand licensing and label registrations
  • Gift cards: Providing ongoing counsel regarding compliance with federal and state laws related to gift cards, prepaid cards and stored-value cards, for both closed and open universe programs, and related advice regarding unclaimed property requirements related to those cards, redemption policies, and state laws regarding expiration dates, fees and other terms and conditions
  • Employment: Employment and labor advice, and employee benefits representation
  • Real estate: All aspects of real estate, including restaurant leasing, site acquisition, and construction-related issues
  • Corporate and securities: Corporate and securities matters, including initial public offerings, public company representation, and SEC compliance
  • Finance: Finance of all types (bank, structured, asset-backed, distressed investing, trade and commodity)
  • General litigation: Cases involving ADA access, contract disputes, and allegations of unfair competition
  • Environmental: Environmental litigation and compliance counseling including regarding California’s Proposition 65, food, wine, beer and spirits labeling requirements and regulations, and consumer product safety laws
  • Insolvency: Insolvency and restructuring advice from the perspectives of lenders, investors, and debtors
  • Tax: Tax planning and negotiations with federal and state taxing authorities
  • Securities litigation: Securities litigation and enforcement

Representative Experience

  • Represented a famous American beverage company regarding an agreement to sell its entire wine portfolio of well-known brands and vineyards to the world’s largest wine producer, a transaction ranked among the wine industry’s largest.
  • Represented a publicly-traded multinational restaurant operator in its multistage acquisition of a U.S. better-burger chain for over $200 million.
  • Successfully defended an international Mexican QSR chain in a seminal wage and hour class action brought on behalf of over 3,000 current and former restaurant managers and assistant managers.

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  • Mergers & Acquisitions
    • Represented Ventura Foods in the sale of its Marie’s® dressings and Dean’s Dip® businesses to Brynwood Partners.
    • Represented Jollibee Foods Corporation, a publicly-traded multinational restaurant operator of more than ten brands with over 5,500 stores worldwide, in its multistage acquisition of Smashburger, a U.S. better burger chain, for over $200 million.
    • Represented an international coffee and tea company in its sale of a large stake in the company to private equity firms.
    • Provided counsel and performed due diligence for a large national grocery chain considering the purchase of the largest on-line wine retailer.
    • Served as counsel to the parent of an iconic southeastern U.S. Tex-Mex chain in the sale of a controlling interest to private equity firms.
    • Represented the U.S. grocery subsidiary of the world’s largest grocery company in its sale to a U.S. operator, and in several earlier acquisitions of its U.S. manufacturing and distribution companies.
    • Advised 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 both buyers and sellers in numerous winery purchase and sale transactions.
    • Represented a publicly traded Japanese food service company in its sale of two related chains of family dining restaurants.
    • Handled a super-premium wine producer’s acquisition of other grand marque wineries and subsequent sale to an offshore international wine company.
    • Represented 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.
    • Represented long-time investor in an upscale casual eatery known for its draft beers in selling its interest to a private-equity acquirer and subsequent sale to the largest restaurant company in the U.S.
    • Acted for a private equity investor in its acquisition of a controlling interest in a health-focused fast-casual chain.
    • Advised a rapidly growing Northern California pizza chain on its recapitalization and sale of a significant interest to a private equity firm, and a subsequent follow-on round.
    • Represented a quick casual Mexican concept in its sale to an international hamburger chain.
    • Represented a leading producer of high-quality artisan breads, cakes, cookies and frozen dough products in acquisition by publicly traded manufacturer, distributor and marketer of store brand food products in the U.S. and Canada.
    • Assisted a multinational beverage company with its acquisition of several Napa Valley and Sonoma wineries.
    • Serving as M&A counsel to a rapidly growing hotel, restaurant and real estate development company.
    • Served as counsel to special committee of the board of directors of national supermarket chain in connection with its acquisition of another national grocery company.
  • Corporate & Securities
    • Advised a national pizza chain in its initial public offering, subsequent secondary offering, and later reincorporation from California to Delaware.
    • Serving as outside general counsel to an iconic California-based hamburger chain.
    • Provided corporate representation to one of world's largest grocery companies in rolling out its new, smaller and more organic concept in the United States.
    • In one of the first dual-track transactions, represented a Southern California-based Fresh Mex concept in filing for its initial public offering and simultaneous sale process, resulting in sale to one of the world’s biggest hamburger chains.
    • Represented casual dining and branding companies for a Los Angeles-based celebrity chef, including several rounds of venture financing and two restructurings.
    • Advising a national, publicly traded, upscale restaurant and brewhouse chain on contract and operational matters, including sweepstakes and advertising programs.
    • Serving as U.S. counsel for a quirky and iconic flame-grilled chicken concept started in South Africa and now global.
    • Acted as general corporate and securities counsel to a Los Angeles-based nightlife and event company that owns and operates numerous sophisticated and ultra-stylish nightclubs and restaurants.
    • Represented the underwriters in the initial public offering of a major coffeehouse chain.
    • Counseled a blank check restaurant acquisition company in its initial public offering and subsequent M&A work.
    • Assisting a startup manufacturer and distributor of high-quality, single-origin chocolate and vanilla products in its initial funding and general corporate and regarding operational needs.
  • Class Action Defense – Employment
    • Successfully settled numerous class action lawsuits for multiple major restaurant companies sued by restaurant managers and other employees claiming they were improperly classified as exempt under state wage and hour laws.
    • Defended several restaurant companies in lawsuits claiming violations of rest period and meal break regulations.
    • Successfully defended a global pizza chain in a class action bought by employees claiming they did not receive bonuses they were entitled to receive under company compensation plans.
  • Litigation – Recalls, Contamination, False Advertising, Unfair Competition
    • Representing a major meat product manufacturer against a meat fabricator in connection with a massive national recall of adulterated beef.
    • Providing ongoing representation of a major snack food company in connection with a class action suit over claims of allergens and misleading packaging.
    • Negotiated the exclusion of a winery client from a class action alleging production and sale of tainted wines by numerous California wineries.
    • Negotiated favorable cy pres settlement for a popular tart frozen yogurt chain in a consumer class action that alleged false advertising for “all natural” claims and violations of unfair competition statutes.
    • Prevailed for an international packaged-food company on a false labeling claim, obtaining a denial of class certification and summary judgment.
    • Instituted litigation against the producer of tainted vegetables following a listeria outbreak and subsequent recall on behalf of a frozen vegetable brand, and associated insurance recovery work.
    • Won rejection of class certification and dismissal with prejudice of anti-GMO plaintiffs’ false advertising claims against our client, the developer, manufacturer and distributor of an extremely popular snack food.
    • Successfully defended two national grocery companies in class action suits alleging false advertising claims.
  • Alcoholic Beverage Law Issues
    • Successfully represented numerous suppliers and restaurant companies in connection with allegations of ABC trade practice violations.
    • Represented the largest California wine trade association in constitutional litigation challenging state laws prohibiting direct shipment of wine from out-of-state wineries to in-state consumers.
    • Successfully represented several alcoholic beverage distributors in a series of California alcoholic-beverage tax assessment cases.
    • Served as special regulatory counsel to the underwriters in initial public offerings of a multinational wine company and a gourmet food company.
    • Providing international beer company with regulatory guidance regarding marketing practices and ABC Department positions, including representing it in administrative hearings and advising it on local beverage tax and real estate issues.
    • Helped convince ABC Department’s director to permit international beer company to conduct ambitious summer promotion on an island off the California coast.
    • Drafted a statute (now law) that permits major breweries to produce and bottle cider (technically a wine) without having to get a winery license.
    • Advising winery clients regarding trade practice and other national regulatory issues and providing winery staff training on application of state and federal alcohol beverage laws to social media.
    • Advising winery client on national regulatory issues including trade practices, cross-ownership, distributor terminations, brand acquisitions, and contractual documents relating to alcohol beverage engagements.
    • Providing ongoing advice to a California-based winery regarding national trade practices, and participation in various promotions and events.
    • Drafted multiple statutes (now law) to provide exceptions for numerous suppliers from “tied house” restrictions on ownership of retail interests.
    • Successfully defended a well-known winery in multidistrict, multi-defendant litigation alleging that certain California wines contain higher-than-permissible levels of arsenic.
    • Analyzed beverage laws throughout the U.S. for the world’s fifth largest retailer, and represented it in numerous beverage matters, including in-depth due diligence on potential acquisition targets.
    • Representing a large supermarket chain in a wide variety of matters including ABC litigation.
    • Advised a winery on regulatory compliance, and provided employee training on state and federal laws regarding social media advertising.
    • Represented a national drugstore chain in multiple actions brought by ABC seeking to suspend or revoke various store licenses for sales to minors and other violations.
    • For a national drug store chain, pioneered the first California mass transfer of ABC licenses.
  • Gift Cards and Prepaid Cards
    • Advised national restaurant chains regarding 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.
    • Successfully represented a national retailer in a class action suit alleging that refusal to redeem gift cards for cash violates state gift card statutes and unfair competition laws.
    • Defended numerous private lawyer general and class action lawsuits challenging gift card policies.
  • Protection of Intellectual Property Rights and Brand Licensing
    • Acting as general trademark and licensing counsel for many national and international alcohol beverage and restaurant clients.
    • Advising numerous restaurant and packaged-food and beverage clients on protecting, asserting and defending their trademark portfolios and overall brands, including through infringement actions, oppositions in the U.S. Patent and Trademark Office, international actions, and state and federal litigation.
    • Served as counsel to a frozen yogurt chain in negotiating a license for distribution of its branded products in retail stores of an international coffee company.
    • Negotiated numerous trademark license agreements relating to brand extensions for well-known restaurant companies, including frozen pizzas, canned soups, in-flight meals, barbeque sauces, and hotel and in-room coffee service.
    • Handling U.S. and international trademark prosecutions for many industry clients.
  • Insurance Coverage
    • Successfully represented a Mexican quick-service chain in an arbitration proceeding to obtain insurance coverage for class actions alleging labor law violations, creating a new theory of recovery from insurance carriers.
    • Represented a packaged-food company in obtaining insurance coverage in connection with major recall/destruction of product following source contamination.
    • Successfully 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.
    • Represented several clients in recovering business interruption losses for, among other events, Hurricanes Katrina, Ike, Rita and Wilma, and 9-11 terrorist attacks.
    • Prevailed for an iconic national hamburger chain in sophisticated insurance coverage and recovery matters.
  • Franchising
    • Providing franchise counseling and compliance advice for several national and international restaurant chain operators.
    • Successfully represented a national family dinner house chain regarding a disputed action to terminate a California franchisee.
    • Defended a national quick service franchisor in a breach of contract and business tort action brought by franchisees of multiple restaurants.
    • Assisted a multistate 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 chapter 11 proceeding of one of its franchisees, resulting in our client’s reacquisition of 69 of its restaurants.
  • Employment & Labor
    • Providing ongoing representation to numerous restaurant chains as general employment counsel.
    • Successfully represented several major packaged-food companies in separate actions to prevent executives from joining competitors.
    • Successfully defended several restaurant companies in wrongful termination cases.
    • Prevailed for a Mexican casual dining chain in a sexual harassment/false imprisonment claim brought by a former employee.
    • Effectively represented numerous restaurant chains in employment litigation matters and on matters before state labor departments and hearing boards.
  • Litigation
    • Successfully defended several packaged-food companies in antitrust cases brought to challenge the companies' direct billing systems.
    • Negotiated favorable settlements for several winery and restaurant companies in ADA access cases.
    • Conducted a comprehensive internal investigation of a major winery on behalf of a special litigation committee.
    • Won precedent-setting cases representing numerous restaurant chains in separate class action suits alleging violations of FACTA.

Practice Area Highlights

  • Ranked in Band 1 nationwide by Chambers USA 2023 for Food & Beverages: Alcohol.
  • Team members have been recognized by Chambers USA, Food & Beverages: Alcohol National, Super Lawyers, Rising Stars – Northern California and Best Lawyers in America, Food and Beverage Law.
  • Practice co-leader Anna Graves is Chair of the UCLA Extension Restaurant Industry Conference held in Los Angeles each spring.

 

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  • Practice partner James Seff created and chaired for 20+ years CLE International’s two-day Wine, Beer & Spirits Law Conference.

Resources

Discussion

Los Angeles Business Journal Food & Beverage Roundtable

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