A Strong Link in a Complex Chain
At the core of every living thing is the fundamental need to source the energy necessary to survive, grow and thrive. The primary means of business since the beginning of recorded history was the ability to source, trade and process food for everyday life. Today, agribusiness and food production are part of a complex, global supply chain. Agribusiness and food-based businesses face a broad range of issues that can impact productivity and profitability, including land use and environmental concerns; government regulatory issues; the constant evolution of biotechnology, GMOs and agricultural chemicals; industry consolidation; food safety concerns; and management of complicated supply chains and global trading partners.
Saul Ewing attorneys help agribusinesses meet these challenges by providing pragmatic and forward-thinking advice so our clients can grow and thrive in a competitive and ever-changing industry. With deep agribusiness industry experience and comprehensive capabilities, our team helps clients address the complexities of modern agricultural production and devise holistic approaches and solutions.
From family farms to large agribusiness conglomerates, and the companies that service them, we represent clients across the spectrum of agricultural production, distribution and investment, including:
- Livestock and crop producers, family-owned farms, dairies, meat packers, and egg producers
- Vineyards and wineries
- Agribusiness corporations, cooperatives, distributors and licensors
- Ingredient companies
- Food and ingredient processors, transloaders and contract manufacturers
- Equipment manufacturers
- Agrichemical companies
- Agribusiness brokers, vendors and agents
- Horse farms and equestrian operations
- Investment funds, family offices and strategic investors—based in and outside of the United States—in their U.S. agriculture investments
- Orchards and value-added agriculture
- AgTech investors and developers
We serve our rural clients with the caliber and sophistication of traditional large-market firms while maintaining our down-to-earth, collaborative approach to problem-solving and strategy.
Our team regularly advises agribusinesses on matters in the following areas:
- Agriculture regulatory and administrative matters before federal, state, and local governments and agencies, including the U.S. Food and Drug Administration, U.S. Department of Agriculture, state departments of agriculture and water management agencies.
- General corporate – business formation, commercial agreements, governance, import/export matters, and expansion into new markets
- Financing – debt and equity capital raising transactions
- Mergers, acquisitions, dispositions, joint ventures and strategic alliances
- Investments by private equity funds, venture capital funds, wealth funds, strategic investors and family offices
- Tax – domestic and international tax planning and Internal Revenue Service inquiries and disputes
- Real Estate, including the purchase and sale of land, financing, development, land use rights, zoning, and appeals
- Construction, including the development of processing and handling facilities for a broad variety of agricultural production and processing businesses in the U.S. and abroad
- Environmental, including project permitting, defense of enforcement actions and other matters before state, local, regional and federal environmental authorities such as the U.S. Environmental Protection Agency and the U.S. Army Corps of Engineers
- Labor and employment, including employment applications and agreements, employee handbook/policy requirements, collective bargaining agreements, and Equal Employment Opportunity Commission and Occupational Safety and Health Administration matters
- Intellectual property, including matters related to patents, trademarks, licensing, genetic development, breeding programs, joint development agreements and merchandising
- Employee benefits and executive compensation
- Cybersecurity and data privacy
- Immigration, including employment-based visas
- Estate planning, including business succession planning
- Litigation, including supply chain disputes, government investigations, nuisance claims, unfair and deceptive trade practice claims, advertising and labeling disputes, and food safety litigation and class actions
- Bankruptcy and restructuring
Our attorneys’ keen knowledge of how each part of the agriculture value chain works—from inputs to output to consumption—informs our approach to providing practical counsel as we help clients manage successful business operations.
Saul Ewing attorneys advised on these select agriculture representations:
- A Fortune 100 diversified energy, grain and food cooperative in an international arbitration involving a dispute over the operation, use and ownership of a large grain terminal in Europe.
- An agriculture company in prevailing on a citizens’ petition for environmental review of its potato field expansion project in Minnesota.
- An active New Jersey farm in the sale of property to a real estate company for the development of a resort-style active-adult community.
- A California fruit company as debtor’s counsel in Chapter 11 bankruptcy proceedings and restructuring.
- A Pennsylvania winery in an investigation of the impact of a soybean oil crush plant adjacent to the winery’s property.
- A Florida nursery grower before the USDA in challenging an enforcement action under the Plant Protection Act.
- A leading supplier of traceable organic and non-GMO food and feed ingredients based in Minnesota in its acquisition of a specialty grains and ingredients business. In addition to the acquisition negotiations and agreement, our team advised on environmental, employment, and employee benefits and plan matters.
- An active New Jersey farm in the sale of property to a commercial and investment property firm for the development of a warehouse
- A multi-billion fully integrated and diversified U.S. agribusiness conglomerate on its reorganization, which included alignment of food production, farming and equipment sales.
- A leading supplier of traceable organic and non-GMO food and feed ingredients based in Minnesota in the negotiation, financing, including debt-financing, and acquisition of a value-added oilseed crush and ingredients business.
- Agriculture landowners in permitting and code enforcement matters before cities and counties across Florida.
- A private U.S.-based food company on multiple equity raises for the development of specialized ingredients for the U.S. and international beverage markets.
- A multi-generational middle-market grain origination, agronomy, fertilizer and transloading business in negotiations for the purchase of land, the development of a state-of-the-art grain handling and shuttle loading facility, and equity financing.
- A Montana-based premium beef production company focused on regenerative ranching methods, humane animal treatment, premium food quality and direct-to-customer marketing in its formation.
- A leading supplier of traceable organic and non-GMO food and feed ingredients based in Minnesota in the acquisition of greenfield property, debt financing, permitting, construction and completion of a new organic grain facility with rail for the organic food and feed market.
- Agriculture clients in successfully representing them before South Florida Water Management District by negotiating cattle grazing lease agreements for ranchers, assisting clients in the purchase of surplus government lands, design-build contracts to complete environmental and water infrastructure projects, Water Use and Right of Way permit transfers and applications, and exchanges of interests in real property.
- An international fund on a multi-million-dollar investment in production agriculture businesses.
- An international fund in the formation of a joint venture for the production of agricultural products in the U.S. for export with a multi-year supply agreement to secure input requirements for value-added feed.
- Strategic limited partners in the formation of an agricultural land opportunity fund to aggregate capital and have a land manager select premium farm land for purchase and lease-back for the production of traditional crops.
- A non-U.S. based client on the creation of an investment entity in the U.S. for the purchase of orchard and grove agricultural land and infrastructure development.
- A private equity fund investing in agriculture, food and health businesses in its investment in a U.S. company that shortens the amount of time to develop effective vaccines in the animal health market and in its investment in a leading gene development company for the rapid development of plant proteins for the food ingredients and cosmetics markets.
- A large produce distribution center based in Pennsylvania in recovering lost funds from culpable parties involved in an embezzlement scheme.
- The importer and U.S. marketer of a brand of tequila in its establishment as a new business entity, which included assisting on the purchase of an interest in the company by a limited liability company and the related financing.
- One of the largest food redistributors in the United States in obtaining land use and transportation approvals for the construction of a 400,000 square foot distribution and warehousing facility in the mid-Atlantic region and in acquiring the land for the facility.
- The Venezuelan chief executive officer of a Florida-based seafood products distributor and his family in obtaining an L-1 executive transfer visa.
- A produce distributor based in Pennsylvania in connection with a dispute over a withdrawal liability claim of a pension fund.
- The importer and U.S. marketer of a brand of tequila in the facilitation of the importation of the product from Mexico, negotiations and agreements with distributors, and international tax planning.
- A leading high-throughput DNA amplification technology for plant genetics development company in advising and restructuring the company and ultimately selling a majority interest to a leading genetics company in the U.K.
- A leading U.S.-based agricultural equipment distributor on the acquisitions of distributorships and on various company growth matters.
- A contract manufacturer in the agglomeration and/or coating of nutraceuticals and functional food ingredients based in Minnesota in several rounds of venture capital financings, debt financing, the negotiation of a toll-manufacturing agreement and its ultimate sale to a non-U.S. publicly traded company.
- A nutrient efficiency company in the purchase of agricultural land in Florida for the development of a fish farm, including advising on ingress and egress issues since the land was landlocked by a canal.