Retail

We are well-versed in jurisdiction-specific laws, such as the California Consumer Privacy Act or the Michigan Item Pricing Act, ensuring our clients remain compliant with local regulations.

From acquisition and development to operations and management, our retail practice is supported by cross-disciplinary support from colleagues throughout our firm. Whether a client is expanding its retail footprint, rebranding an asset, launching new operational strategies, or looking to expand a portfolio, we collaborate with the client every step of the way.

Examples of our retail clients include:

• National big-box retailers
• Neighborhood specialty shops
• Online retailers
• Shopping centers
• Grocery stores
• Gas stations
• Restaurants of all kinds
• Casinos and related businesses

Whatever the business issue our firm is equipped to help with advice and counsel to address our clients’ specific needs. We offer a full suite of legal services, including:

• Business Restructuring, Bankruptcy, & Workouts
• Consumer Data, Privacy, & Security
• Corporate
• Energy
• Environmental
• Finance
• Food, Drug & Device Compliance
• Franchising and Licensing
• Intellectual Property
• International Trade
• Labor & Employment
• Licensing & Permitting
• Litigation and Compliance
• Real Estate & Land Use
• Tax

Business Restructuring, Bankruptcy, & Workouts
Whether we are assisting a debtor trying to navigate a financial crisis, a creditor seeking to enforce its rights, or a purchaser seeking to acquire distressed businesses, our Bankruptcy & Insolvency attorneys identify and resolve all phases of insolvency-related issues.

Our bankruptcy attorneys have been involved in some aspect of virtually every large retail bankruptcy in recent years and have been confronted with most bankruptcy and real estate issues that may arise in such cases. Our bankruptcy lawyers have relationships with retail liquidators, retail consultants, and many debtors’ counsel nationwide. We can draw on these relationships to reach consensual resolutions on many issues, resulting in savings for our clients. Specific examples include:

• Business restructuring
• Bankruptcy reorganization
• Creditor representation, including preference actions
• Acquisitions of distressed businesses
• Related litigation and adversary proceedings
• Debtor-in-possession financing arrangements

Consumer Data, Privacy, & Security
Our cybersecurity attorneys provide proactive solutions that empower companies to fully utilize data while also addressing liabilities associated with privacy and data security. We provide:

• Counseling and training on preventative measures
• Insurance and contract review
• Breach readiness and response services
• Data collection and use requirements for hospitality and loyalty programs
• Compliance with payment card industry standards
• Compliance with EU data privacy law (the GDPR)

Corporate
Our Corporate attorneys have represented international, national, and regional clients in this industry and its ancillary services with mergers and acquisitions, joint ventures, strategic alliances, and restructurings, as well as routine business contract management that free up in-house counsel for more strategic projects. Examples include:

• Negotiation and execution of corporate transactions such as mergers, acquisitions, divestitures, joint ventures, and capital and venture investments
• Creation of corporate entities and structure for business organizations
• Import and export arrangements
• Franchise and management agreements
• Intellectual property, including trademarks, copyrights, and patents
• Licensing and marketing agreements
• Processing, supply, and distribution agreements
• Tax-related incentives and planning
• Vendor agreements

Energy
Our Energy lawyers help retail industry clients evaluate and navigate complex energy issues to take advantage of new technologies, markets, and opportunities to better serve their guests, save money, and increase revenue. Our Energy attorneys and consultants advise a wide range of clients on energy matters across the United States, in both monopoly utility states and states with competitive energy supply markets. Our energy-related services are tailored to assist retail industry clients successfully close energy supply transactions and implement energy projects in an efficient fashion.

Environmental
Our Environmental attorneys regularly represent retailers in environmental compliance and permitting, enforcement proceedings, litigation matters, and transactional due diligence. Our litigation experience includes defense of complex, multi-district class actions, as well as “run-the-company” management of governmental and private environmental claims.

• All aspects of retail gasoline operations, including UST compliance and pricing issues
• Advise buyers and sellers on legacy liabilities, prospective purchaser protections and property transfer notification requirements under state and federal guidelines
• Counsel and defend enforcement of applicable permits and waste disposal requirements for retail, pharmacy and grocery operations
• Consumer and employee Right-to-Know, State and Federal pesticide labeling and registration

Finance
Whether our clients’ business needs working capital and real estate loans to expand or if their existing loan is in default, our financial services attorneys have the skills and experience necessary to ensure our clients’ organizations rights are protected.

Food, Drug & Device Compliance
The sale of food, dietary supplements, cosmetics, medical devices, drugs (OTC or prescription), medical or adult-use marijuana, CBD, and Delta-8 THC, biologics, or pesticide products and devices require navigating an increasingly complex regulatory maze. We work with every type of retailer by helping to obtain necessary approvals and design and implement compliance plans to navigate the applicable regulations and reduce the risk of government enforcement and private litigation.

Franchising and Licensing
We represent clients in all aspects of franchising, licensing, and direct selling for the distribution of goods and services, both domestically and internationally. With a national reputation, we have successfully represented franchisors, multi-unit franchisees, licensors, direct sellers, and product distributors—ranging from startups to multinational corporations.

We provide comprehensive legal services designed to support retail businesses looking to expand through franchising and licensing, including:

• Franchise Structuring & Development: Helping businesses design and develop scalable franchise models and efficient distribution systems to support rapid growth.
• Franchise Disclosure, Registrations, & Offerings: Ensuring compliance with state and federal regulations through the preparation and registration of Franchise Disclosure Documents (FDDs), offering circulars, and other required documentation.
• Licensing & Franchise Agreements: Drafting, negotiating, and enforcing a wide range of agreements, including licensing, franchise, dealership, co-branding, distribution, area representation, sub-franchise, and development agreements.
• Regulatory Compliance: Guiding clients through the complexities of compliance with state and federal laws, ensuring that franchise systems and licensing agreements are legally sound.
• Product Liability & Risk Management: Addressing product liability concerns and implementing strategies to minimize legal risks for franchisors and licensees, and investors.
• Leasing, Site Development, & Real Property Sales: Providing legal support for leasing, site selection, and real estate transactions essential for retail expansion.
• Supply Systems & Dealer Qualifications: Assisting in the design of supply systems and resolving dealer qualification issues to maintain brand integrity and operational efficiency.
• Transportation & Logistics: Offering legal solutions for transportation agreements and the distribution of goods across retail networks.
• Mergers, Acquisitions, & Transfers: Handling mergers and acquisitions, as well as unit, multi-unit, and system transfers, ensuring smooth transitions and protecting client interests.
• Investment & Capital Raises: Supporting angel and early-stage investments, as well as private equity and later-stage capital raises, providing legal support for fundraising and investor relations in franchise operations.
• Encroachment, Non-Renewal, Termination, & Transfer: Navigating legal issues related to market encroachment, non-renewal of agreements, termination, and the transfer of franchise or licensing rights.
• Modification of Franchise or Distribution Model: Assisting clients navigate the complexities of altering a distribution model to better align with evolving priorities of the company and market realities.

Our team is committed to providing tailored legal solutions that support the sustainable growth of a retail brand. Whether a client is expanding locally or internationally, we have the expertise to guide the client through every step of the franchising and licensing process, ensuring the business thrives in a competitive market.

Intellectual Property
Our intellectual property attorneys support retail clients by globally protecting their brands, expression of ideas, inventions, and business methods. Online and brick and mortar retailers, manufacturers/distributors of retail goods and services, and other retail clients rely on our team to obtain, license, and maintain their trademark, copyright, and patent portfolio, and enforce and defend their intellectual property rights in and out of the courtroom. We provide counsel to clients in the following intellectual property matters:

• Patent, trademark, trade dress, and advertisement clearance
• Intellectual property registration
• Intellectual property licensing
• Intellectual property enforcement and defense

International Trade
Clark Hill’s International Trade attorneys offer an array of services designed to optimize our retail clients’ ability to efficiently and timely ship goods across borders, in full compliance with applicable laws. Our international trade attorneys have advised retailers on trade matters in sectors including grocery, home improvement, flooring, cabinets, arts and crafts, and clothing. Examples of our work include:

• Devising duty savings and tariff mitigation strategies
• Validating country of origin of foreign-sourced goods
• Advice on export controls and global economic sanctions programs
• Strategic trade advocacy with U.S. and foreign governments
• Trade policy legislation

Labor & Employment
Our labor and employment attorneys solve employment-related business issues for retail clients. We work closely with clients to understand their businesses and develop individualized policies, and workplace training, in an effort to avoid employment claims. Our Employment lawyers can manage issues ranging from overtime claims to labor union negotiations or employee benefits, training, and retention.

• Affordable Care Act and EEOC compliance
• Audits
• Employee Benefits
• Handbooks
• Management training
• Labor union negotiations
• Talent acquisition and management
• Wage and Hour

Licensing & Permitting
Our alcohol attorneys can help with all federal, state, and local permitting and licensing requirements, including food permits, sales tax licenses, lottery licenses and permits, unemployment tax registration, CBD, Delta-8 THC, and tobacco sales permits.

If clients sell, manufacture, or distribute alcohol, our alcohol attorneys can help ensure that they are and remain compliant with local, state, and federal rules and regulations relating to:

• Acquisitions and dispositions of liquor licenses
• Transfer of existing liquor licenses
• Regulatory compliance relating to alcohol sales
• Manufacturing of beer, wine, and spirits
• Advertising alcoholic products

Litigation and Compliance
Our Retail team knows litigation—and how to avoid it. For more than 100 years, clients have entrusted their litigation to us with confidence that our lawyers will get the desired results. Our retail industry clients rely on us for a variety of litigation, both state and national, encompassing real estate, antitrust, commercial contracts, and product liability, to name a few.

In particular, our litigators have defended intentional tort litigation (assault and battery, false imprisonment, and shoplifting cases) and have counseled clients regarding internal policies. Our litigators work closely with risk management personnel in connection with these matters. In addition, we assist with proceedings involving weights and measures, state and local liquor licensing and liquor license violations, advertising compliance, and related licensing/regulatory compliance matters.

• Product recalls
• Commercial litigation
• Construction litigation
• Anti-trust, including price fixing and indirect purchaser claims
• Americans with Disabilities Act litigation and compliance, including handicap access ordinances
• Litigation of trademark and trade dress infringement actions
• Defense of Fair Labor Standards Act actions and advice regarding compliance
• Defense of administrative proceedings, including citations and alleged license violations
• Governmental compliance with content labeling
• Dram shop and premises liability
• Compliance with local laws and ordinances
• Defense of premises liability and related matters
• Fiduciary and fraud litigation
• Product liability, indemnification issues, and tenders of defense
• Litigation of patent infringement actions
• Litigation of copyright infringement actions

Real Estate & Land Use
When it comes to real estate, our real estate attorneys help clients buy it, sell it, subdivide it, develop it, entitle it, build on it, improve it, lease it, manage it, borrow against it, lend against it, foreclose on it, and everything in between. Our real estate lawyers have been involved in the development and lease-up of numerous office building complexes, shopping centers, single and multi-family developments, industrial buildings and mixed-use projects and provide counsel on a variety of related issues, including but not limited to ongoing property management and leasing, eminent domain and land use issues, and real estate assessment and tax analysis and appeals.

Tax
Our tax attorneys advise many clients in the retail industry regarding state and federal tax matters. We structure entities and transactions to reduce tax burdens and represent clients in tax audits. Our tax attorneys help retail clients take advantage of tax planning opportunities, including like-kind exchanges, investment in opportunity zones, and various deductions and credits that are available to them.