Retail & Hospitality Services

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 group has the experienced professionals and essential resources to identify and resolve all phases of insolvency-related issues.

We 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. Clark Hill has relationships with retail liquidators, retail consultants, and many debtors’ counsel across the country. 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 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

Energy

Our Energy team helps retail and hospitality 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 team of Energy attorneys and consultants advises 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 and hospitality industry clients successfully close energy supply transactions and implement energy projects in an efficient fashion.

 Environmental

Our Environmental group regularly represents 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 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 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 involved in all aspects of franchising, licensing, direct selling for the distribution of goods and services, both domestically and internationally. Over the years, we have earned a national reputation for quality representation of franchisors, multi-unit franchisees, licensors, direct sellers, and product distributors from start-ups to multinational corporations.

• Franchise structuring and developing distribution systems
• Franchise disclosure, registrations, and offering circulars
• Licensing, franchise, dealership, co-branding, distribution, area representation, sub-franchise, development, and other agreements
• Compliance with state and federal regulations
• Product liability
• Leasing, site development, and real property sales
• Supply systems
• Dealer qualification issues
• Transportation
• Encroachment, non-renewal, termination, and transfer

 Intellectual Property

Whether clients are an online or brick and mortar wholesale, retail store, or a manufacturer/distributor of retail goods and services, our experienced Intellectual Property attorneys can help globally protect their brand, expression of ideas, inventions, and business methods by obtaining, licensing, maintaining, and enforcing their trademark, copyright, and patent portfolio, and protecting their intellectual property rights in and out of the courtroom.

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

International Trade

Clark Hill’s International Trade practice offers 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. We 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

We solve employment-related business issues for retail and hospitality clients. Our team works 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

Whether clients are a grocery or convenience store, restaurant, bar, or hotel, our experienced 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 experienced 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 & Hospitality teams know 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, the firm has been involved with the defense of intentional tort litigation (assault and battery, false imprisonment, and shoplifting cases) and has counseled clients with regard to internal policies. The firm works closely with risk management personnel in connection with these matters. In addition, the firm assists with proceedings involving weights and measures, state and local liquor licensing and liquor license violations, advertising compliance, and related licensing/regulatory compliance matters.

We also represent a number of restaurants and other suppliers regarding similar issues, and are regularly engaged by insurance carriers in defense of liability cases, including premises liability cases.

• 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, we can 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. We 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 attorneys advise many clients in the retail and hospitality industry regarding state and federal tax matters. We structure entities and transactions to reduce tax burdens and represent clients in tax audits. Our 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.