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Food Beverage & Hospitality

Our focus is the business of food.

Our Food, Beverage & Hospitality Group provides clients with broad, experienced, and practical counsel, in collaboration with our Corporate, Labor & Employment, Real Estate, Intellectual Property, Tax, and other practice groups. Whether you’re an established group with multiple concepts and locations, a hotel or sports venue, an entrepreneur with a project in need of capital, a private equity, venture capital or strategic investor looking for opportunities, our Food, Beverage & Hospitality Group can help.  We provide clients with broad, experienced, and practical counsel, whether the challenges are purely domestic or involve worldwide expansion.   

In our work for operators, hotels, chefs, and all varieties of venues, our attorneys have guided clients smoothly through many aspects of their operations, including: 

  • Investment and capital-raising 
  • Business development 
  • International and domestic expansion and licensing restaurant openings and closings 
  • Leasing and “management” arrangements 
  • Joint ventures 
  • Debt financing and reorganization 
  • Management and control 
  • Exploitation of intellectual property 

We also provide experienced counsel in the areas of literary and television rights transactions, sponsorships, merchandizing, licensing, branding, trade secret protection, intellectual property portfolio management, exercise of privacy and publicity rights, advertising and endorsement issues, and news and entertainment content.

We apply our extensive experience representing institutional and private capital sources to the active investment market in the hospitality industry. As private equity firms increase their activity, and as institutional opportunities for expansion and liquidity expand, our clients benefit from our market savvy and deep understanding of the changing financial market. Capitalizing on these changes may entail complex transactions affording minority investors opportunities to realize on their investments while allowing the founders to maintain significant “upside” interests and at the same time take meaningful liquidity . These transactions involve considering the implications of organizational documents, compliance with applicable securities laws, and structuring and documenting all the terms upon which the new investment is being made. 

We bring our considerable experience to the negotiation of restaurant and retail leases (including dealing with complex construction and permitting issues), as well as purchase agreements, ground leases, joint ventures, licensing agreements, and the purchase of properties out of bankruptcy. We provide counsel in contracting, employment and human resources, technology licensing, and arbitration and mediation — all of which are key to the hospitality arena.

We also advise our hospitality clients in a broad array of matters involved with labor and employment, including the following:

  • Litigating individual and class action employment actions under all federal, state and local employment laws
  • Negotiating agreements affecting key employees, including executive employment agreements, non-compete and non-disclosure agreements, and separation agreements
  • Advising on compliance with myriad employment laws, such as Title VII, FMLA, ADA, ADEA, WARN, FLSA, FFCRA and NLRA, as well as state and local equivalents
  • Auditing compliance with industry-specific wage and hour requirements with respect to wages, tips/gratuities, overtime, exemption classifications, commissions, bonuses, and other compensation arrangements
  • Advising on issues involving due diligence and employment liability for employers in transition, including acquisitions, sales, and bankruptcies
  • Working with and defending against various federal and state agencies, including the U.S. and New York Departments of Labor, Equal Employment Opportunity Commission, New York State Division of Human Rights, New York City Commission on Human Rights, National Labor Relations Board and Occupational Safety and Health Administration
  • Preparing employee handbooks and other workplace policies and compliance forms
  • Training employers on discrimination and harassment avoidance as well as progressive discipline, unconscious bias and investigation skills and techniques

Representative clients include: National Restaurant Association, Watch Enterprises (Rachael Ray), Adam Perry Lang, Bold Food Restaurant Group (Bobby Flay), Crafted Hospitality and ‘wichcraft (Tom Colicchio), Red Cat, Jean-Georges Vongerichten, Liberty Coca-Cola Beverages LLC, Meatball Shop, Paige Hospitality Group, Peter Luger Steakhouse, The Fireman Group, Coach Farm Enterprises (maker of Coach Farm® cheese), Think Food Group (Jose Andres) and World Central Kitchen (Jose Andres’ non-profit food advocacy initiative).

Case Study

International Business Practice

Foreign Issuer NASDAQ IPO

Foreign Issuer NASDAQ IPO

The Situation

A United Kingdom-based biotechnology company wanted to raise capital in the United States through an Initial Public Offering (IPO) and list on a US national exchange (Nasdaq) for the offering. Among the issues that needed to be resolved:

  • Deciding whether to remain a UK corporation or reorganize into an offshore jurisdiction, such as the Cayman Islands;
  • Finding a solution to the UK stamp tax imposed on share transfers of UK issuers which the US securities market electronic transfer system cannot accept responsibility for; and
  • Addressing a number of accounting statement timing and presentation issues to satisfy the UK issuer and SEC regulations (Form F-1)

The Solution

The GEABP team, working with UK counsel, helped the UK issuer explore different alternatives to satisfy the various issues and stakeholder constituencies:

  • After evaluating many jurisdictional and reorganization issues, including potential tax considerations of the pre-public shareholders of the UK issuer, it was determined that the UK issuer would remain as a UK corporation for operational, research grant and tax considerations. However, that decision raised the second consideration of being able to issue securities in the US and the transfer of shares in the US markets without having the UK stamp tax burden.
  • In order to avoid the UK stamp act on US market transfer, the GEABP team introduced the UK issuer to the American Depositary Share (ADS) concept and made an introduction to Bank of New York Mellon as an ADS issuer.
  • Throughout the IPO process, as the offering shaped up, the GEABP team advised the UK issuer on its SEC disclosure about the business operations, securities offered, management, and financial statement requirements. The GEABP team negotiated and advised on the offering documentation, all of which was under New York law.

The Result

The UK issuer successfully completed its IPO in February 2022, listing on Nasdaq. The securities offered were shares in the form of ADSs and warrants for ordinary shares that would be converted to ADSs upon the warrant exercised for deposit into the DTC system.