A Strong Link in a Complex Chain
Food production, distribution and sales are part of a complex, global supply chain that is impacted by shifts in the regulatory environment, consumer trends and geopolitical issues. Businesses in the food industry must navigate these market constraints while complying with strict government regulations and addressing food safety concerns as they strive to operate efficiently and profitably.
Saul Ewing attorneys help food-based businesses address these challenges by providing holistic legal support up and down the supply chain with keen knowledge of the nuances and complexities of an ever-changing industry. We advise food manufacturers, agribusinesses, importers, distributors, retailers, wholesalers and investors on matters in a variety of areas, including:
- Regulatory and statutory requirements of the U.S. Food and Drug Administration (FDA) and U.S. Department of Agriculture (USDA), and compliance with the FDA Food Safety Modernization Act (FSMA) and state and local laws and regulations related to:
- Product development
- Claim substantiation
- Labeling
- Distribution
- Transportation
- Promotion
- Registration
- Reporting
- Recalls
- Corporate
- 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
- Franchising
- 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, appeals, and leasing
- Construction, including the development of processing and handling facilities for a broad variety of food production, processing and distribution 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, trade dress, 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, wage and hour litigation, and food safety litigation and class actions
- Bankruptcy and restructuring
Our experienced team includes attorneys who have worked throughout the food industry, including for the FDA and the New Jersey Food Council, which helps inform our approach to providing practical counsel as we help clients manage successful business operations.
Key Contact
Saul Ewing attorneys advised on these select food-related representations:
Producers
- A major egg producer in prevailing in a summary judgment motion in a federal district court that an egg buyer had breached a year-long cage-free egg contract. In a second related case between these two parties that involved egg handling equipment, our team succeeded in having all claims dismissed as impermissible claim splitting.
- A frozen food manufacturing company as the plaintiff in a four-day jury trial against another maker of frozen foods that resulted in jury findings of willful trademark infringement, willful trade dress infringement, willful unfair competition and willful false advertising. The jury further found breach of a settlement agreement from a previous litigation between the parties. The judge precluded the defendant’s claim that the mark was invalid as generic, finding that the defendant lacked enough evidence to present the defense to the jury. On post-trial motions, the court rejected the defendant’s motions for judgment as a matter of and for a new trial. The court also granted our client’s motion to have the case deemed exceptional, which enables the client to recover its reasonable attorneys’ fees.
- A California fruit company as debtor’s counsel in Chapter 11 bankruptcy proceedings and restructuring.
- 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 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.
- 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 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.
- 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.
- 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.
- A real estate development, leasing and management firm in the lease negotiation of a food manufacturer’s new corporate headquarters for its 400 employees in Chicago, Illinois.
Retail
- A convenience store chain as national outside counsel, overseeing due diligence for planned expansion of its stores in more than 300 locations in Florida, Virginia, Maryland, Washington D.C., Delaware, Pennsylvania and New Jersey, including coordination with title companies, engineers, developers and landlord’s counsel. We are also assisting the company in entering new markets and handling some of their leasing matters.
- A rapidly growing healthy fast-food restaurant chain in negotiating retail leases in Delaware, Illinois, Massachusetts, New York, Pennsylvania and Virginia.
- A South Florida restaurant chain in providing advice and guidance on several Title III American With Disabilities Act (ADA) matters related to the restaurants’ drive-through window policy for customers who are deaf or hard of hearing, as well as general advice and guidance on assisting the restaurants to comply with the Title III ADA regulations and its design standards for accessible buildings.
- A group of California steakhouses and patisseries in obtaining three O-1 Visas for extraordinary ability for executive chefs and sous chefs.
- A North American restaurant chain in a summary judgment win after a two-year contentious battle related to workplace injuries.
- An American casual dining restaurant franchise in obtaining the complete dismissal of a putative class action filed against our client in the Southern District of New York in connection with unjust enrichment claims.
- An international fast food franchisor in connection with the defense of lease litigation.
- A regional franchisee of brand restaurants in obtaining a successful ruling on a motion to dismiss in the New York Supreme Court in connection with an employee’s various negligence claims against her employer.
- A regional franchisee of brand restaurants in defense of a lawsuit brought by a plaintiff alleging that while employed by the company she was not paid proper minimum wage under the Fair Labor Standards Act, which resulted in the parties agreeing to arbitrate the dispute.
Distributors
- A large produce distribution center based in Pennsylvania in recovering lost funds from culpable parties involved in an embezzlement scheme.
- 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.
- A poultry products provider as local counsel in connection with four antitrust lawsuits consolidated in a Maryland court that involve claims of an industry-wide conspiracy to suppress wages.
- 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.
- A large redistributor of foods in the U.S. in building a four-million square-foot warehouse and distribution facility on a greenfield site in Delaware
- A Greek food importer and distributor in FDA compliance issues.
Investors
- 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.
- An international fund on a multi-million-dollar investment in production agriculture businesses.
