Agribusiness
We have decades of experience working with leading global food, beverage, and agriculture companies to assist them to stay ahead of the numerous challenges they face daily.
The agribusiness, food and beverage sector is increasingly global, and so are we. With offices in Europe, the Middle East, the United States, Latin America, Australia, and Asia, our team represents growers, producers, processors, suppliers, AgTech companies, and lenders and investors in key markets worldwide. The scope of our international reach allows us to do cross-border consultation, litigations, and transactions, allowing clients a single point of contact when dealing with laws and regulations across multiple jurisdictions.
With a focus on the entire agricultural supply and food processing chain, our integrated cross-practice and cross-office group serves clients in a variety of subject matters—corporate law, mergers and acquisitions, licensing, finance, real estate, land use, water law, environmental law, intellectual property, commodities, antitrust, regulatory issues, dispute resolution, employment and labor law, commercial contracts, and general litigation. Our team includes lawyers who have scientific, technical, regulatory, and operational backgrounds working in the agriculture and food sectors. Further, our understanding of public policy and regulations, coupled with governmental experience, gives our clients an important edge in dealing with the various regulatory agencies that impact the industry.
Our combination of regulatory insight, practical business understanding, global reach, and an industry-focused approach built over many years of dedicated service to the agribusiness and food sector enables us to assist food and agricultural companies, both large and small, to innovate, expand, and meet their strategic business goals.
Mergers and Acquisitions and Financings
We provide full-service corporate counsel to clients across the agribusiness and food sector, and facilitate the structuring, financing, and successful completion of domestic and cross-border transactions, including mergers and acquisitions, divestitures, joint ventures, strategic alliances, recapitalizations, and public and private debt and equity offerings. In addition, our M&A team has substantial experience representing companies of all sizes in acquiring, selling, licensing, jointly developing, outsourcing, and exploiting technology. We regularly represent clients in the purchase and sale of cooperative corporations, food and beverage (including dairy and wine) processing companies, grain terminals and elevators, and farming or livestock operations. Our clients grow, purchase, process, and sell grain, commodity crops, permanent and specialty crops, and livestock.
Real Estate
We represent companies, individuals, and institutional investors in the acquisition and disposition of agribusiness production operations and farmland. Our lawyers negotiate purchase agreements, lease agreements and other transaction documents relevant to the purchase and sale (or leasehold acquisition) of real estate. The transaction team reviews titles, surveys, easements and other agreements affecting the rights relevant to the use and operation of the processing facility or farmland. In addition to real estate matters, our lawyers regularly handle business aspects of a transaction, involving allocation of cultural costs, crop proceeds and transfer of going-concern operations.
Commercial Transactions
In connection with the asset or entity acquisition of a food or agribusiness operation, our lawyers have experience in structuring, negotiating, and drafting contracts in regard to the myriad of operational needs relating to a going business concern. We handle import and export relationships in cross-border transactions, taking advantage of our global network of offices. Also, our lawyers work with our transaction teams to review and diligence contracts relevant to a target acquisition. We routinely handle produce brokerage agreements, warehouse and grain conditioning agreements, “private label” and “white label” food and beverage manufacturing, food and feed processing agreements, shipping and barge agreements, supplier agreements, off-take agreements, and co-op sale and collective supply agreements.
Cooperative Corporations
We regularly handle governance and corporate housekeeping matters for our cooperative clients. Additionally, we represent cooperatives on bankruptcy matters and contract disputes, and on regulatory enforcement actions. Further, we have specific experience working on tax matters for cooperative corporations. We have experience working with cooperatives in a range of industries, from dairy farms to fertilizer production.
Antitrust
Our Antitrust, Competition, and Trade Regulation lawyers represent our agribusiness and food clients on issues relating to restraint of trade, monopolization concerns, price-fixing or non-compete agreements, group boycotts, agreements to withhold capacity or supply, and commodities manipulation, including matters under the Sherman Act and Clayton Act. Additionally, our lawyers advise farmers and cooperatives on Capper-Volstead Act exemptions for collective processing, marketing and handling of products in interstate and foreign commerce.
Labeling, Advertising, and Intellectual Property
Our lawyers serve as legal counsel in every aspect of advertising and intellectual property within the food, beverage, and agriculture industry—from advertising review and compliance, advocacy before the FTC and the National Advertising Division of the Council of Better Business Bureaus, and Lanham Act representation including false advertising litigation, to procurement, management, and litigation regarding patents, trademarks, trade secrets, copyrights, and licensing. We help our clients procure, enforce, and protect trademark, trade dress and other intellectual property rights worldwide. We advise on food and beverage packing material and labels, both in the US and for distribution aboard, to help meet marketing goals without challenge in an increasingly crowded marketplace.
Regulatory
We help clients navigate the regulatory process throughout the life cycle of their products—from planning and development, to approval and marketing, to enforcement and ongoing compliance. We offer clients multidisciplinary, global, regulatory, and transactional advice to help address FDA, Federal Trade Commission (FTC), Environmental Protection Agency (EPA), Drug Enforcement Administration (DEA), United States Department of Agriculture (USDA) and other agency hurdles. We have excellent working relationships across the government agencies that regulate food and dairy companies. In addition to Federal regulatory scheme, we regularly advise clients on intersectional regulatory matters in regard to multi-state food and agribusiness product processing, distribution and sales, including direct to consumer web-based retail transactions. As part of our commercial work, we regularly assist clients with contract development and enforcement actions related to agricultural transactions, including Perishable Agricultural Commodities Act (PACA) regulation, Food Security Act (FSA) compliance, the Food Safety Inspection Service (FSIS), the Food Safety Modernization Act (FSMA), agricultural and warehousing lien enforcement and defense, and Uniform Commercial Code matters.
Environmental and Biological Assessment
Our Environment, Land, and Natural Resources lawyers are regularly involved in dealing with environmental issuing facing the agribusiness industry. We have experience working with effluent, pesticides, waste water disposal, and processing waste. We review Clean Water Act matters for farming and food processing operations. We also handle due diligence review and assessment of Phase I and Phase II inspection reports, advising clients on transaction matters relative to hazardous or regulated activities at the target asset. Our lawyers regularly review and assess biological and meteorological surveys to assist client teams in their due diligence of target acquisitions, including matters relating to endangered species and wetland determinations.
Policy and Lobbying
We maintain effective working relationships with regulatory agencies, elected officials, nongovernmental organizations, indigenous people, and the public in all jurisdictions in which we operate. Our Policy and Regulatory team reviews and monitors legislative activities including the Farm Bill, imports and exports, immigration and labor policy, among others, on behalf of our agribusiness clients.
Life Sciences and Bio Tech
Our clients’ products and services span the fields of animal health, proteomics, genomics, stem cells, bioinformatics, gene and cell therapies, crop science, combinant vaccine development, nutraceuticals and food additives, and agricultural biotechnology. Patent lawyers on our team have advanced degrees in disciplines including biology, biochemistry, organic chemistry, pharmacology, medicine, engineering, and biophysics, and have an understanding of botany, agronomy, and horticulture.
Labor and Employment
Our Labor, Employment, and Workplace Safety lawyers assist with due diligence matters for acquisitions involving ongoing operations at the target asset. With experience specific to farm labor contractor agreements, and labor camp or migrant labor housing, our lawyers can also handle post-closing operation employment matters.
Immigration
Our lawyers provide a full range of cost-effective immigration solutions to meet the needs of our agribusiness clients. We advise on global immigration strategies, obtain temporary and permanent visas for personnel (including L-1, E-2, H-1B, H-2A, H-2B, and TN as well as green cards) perform immigration-related due diligence for mergers & acquisitions, and assist with issues of immigration compliance (including Form I-9 and E-Verify.
Transportation and Supply Chain
With the shift to supply chain integration, we work with clients to think through the desired objectives, long-term effects, and inherent risks. We structure and negotiate contracts ranging from manufacturing and distribution, business process outsourcing, and warehousing and transportation to intellectual property combinations, licensing agreements, and marketing and sales. We handle barge shipping agreements, food and perishable product trucking and hauling agreements, and trucking compliance matters for farming and dairy operations. On the regulatory front, we advise clients on proper food handling and quality control measures relative to interstate and cross-border delivery of products. We have experience working with clients on food safety and quality control recalls.
Restructuring and Insolvency
Our Restructuring and Insolvency group offers creative solutions by combining the firm’s substantial experience with areas such as corporate law, business restructurings and insolvencies, creditor-debtor relationships, asset-based lending, secured transactions, real estate, and intellectual property. The group’s collective experience on both the debtor and creditor side enables us to understand all sides of a problem and structure creative, informed and practical solutions for our clients’ concerns. Our team has extensive experience working with agribusinesses and food and dairy clients on bankruptcy matters and agricultural liens, including PACA disputes and landlord crop liens.
Water Rights and Regulatory Matters
Our water rights lawyers work with agricultural, food processors and beverage producers to evaluate and secure water rights in both the near-and long-term. We assist with water rights due diligence, including source and use limitations. Also, they negotiate with regulatory agencies involved with sourcing and allocating water rights for agricultural use (negotiating with irrigation companies, private water districts and government regulatory agencies). Further, they work with the transaction team to negotiate water sharing agreements and private water district arrangements for the allocation of water rights among various stakeholders.
Seed, Venture, and Growth Capital
Our lawyers represent the industry in start-up, seed, friends and family rounds, angel investors, venture, private equity, mezzanine, IPO, and growth capital; contacts at all stages for financing opportunities; and significant experience from start up to IPO and follow-on offerings. We have advised entrepreneurs, investors, and established businesses in developing their ventures and new markets, both domestically and internationally.
Product Distribution – Traditional and e-Commerce
We have advised clients on distribution agreements, policies, UCC terms, trademark and trademark usage, advertising, e-commerce privacy policies, online postings, sales terms, and territorial issues. We also advise clients on the use of new technologies for marketing, such as Facebook and Twitter.
Criminal Enforcement Investigations
Our lawyers conduct compliance audits and assist clients in responding to government enforcement activities. Our team has a strong track record responding to internal investigations, warning letters, inspectional observations, as well as criminal investigations by FDA, FTC, and DEA.
Thought Leadership
In the October edition of The Essentials, we summarize key provisions of California employment laws that took effect in 2024 and those that will take effect in 2025.
On 22 December 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments (the final rule) to Rule 206(4)-1 under the Investment Advisers Act of 1940 (the Advisers Act) to modernize the regulation of investment adviser advertising and solicitation practices.
In a landmark ruling with far-reaching consequences for federal agencies and the regulated community, the Supreme Court overturned the 40-year-old Chevron doctrine.
On 22 August 2024, the Senate passed the Treasury Laws Amendment (Financial Market Infrastructure and Other Measures) Bill 2024 (the Bill), which requires certain organisations to make mandatory climate-related financial disclosures in their annual reports for financial years commencing after 1 January 2025.
