Bass, Berry & Sims | Food and Beverage

Services Attorneys	Food and Beverage Bass, Berry & Sims PLC’s Food & Beverage Industry Group (“Food Group”) represents numerous clients in the food and beverage industry, including food retailers, food suppliers, restaurants, beverage suppliers, beverage retailers and hotels. Our Food Group provides an extranet site as a key resource to apprise clients of important legal developments affecting the food and beverage industry, and to provide needed documents. We offer a variety of services to our clients, summarized as follows: Litigation We represent our food and beverage clients in food contamination cases and food product recalls and are equipped to serve as national counsel, regional counsel, local counsel, discovery counsel, and science counsel on matters ranging from mass litigation to individual cases. We provide significant assets to our clients, including access to nationally renowned experts who also work with the leading health care companies headquartered in middle Tennessee. To successfully litigate complex health care and medical matters, we partner with these experts to master the science as it applies to your cases. From the science, we develop the persistent themes that support successful defense and persuade the fact-finders. Our clients operate at every step of the food chain and include national, regional, and local food and beverage producers, suppliers, transporters, restaurants and hotels. We always look for ways to resolve cases early and cost-efficiently. Transactional Our Corporate and Securities Practice represents a number of clients in the food and beverage industry, including public and large private companies in casual dining, food processing and distribution and adult beverage manufacturing and distribution. We have completed public offerings, mergers and acquisitions, going private transactions and a wide variety of financing transactions for our clients over the years. Our practice is based on a client team approach and we regularly share industry information and transactional and operational best practices with one another and our clients in the industry. Because of our experience in a wide variety of transactions and our substantial deal flow, we have a comprehensive understanding of the issues Food and Beverage companies face in accessing the capital markets, evaluating and executing on growth strategies and planning for and managing crises. We have represented buyers (both strategic and financial sponsors) and sellers in a wide variety of M&A transactions. We have also been engaged by boards of directors and committees of boards of directors to advise on a wide range of corporate issues and opportunities. Tax We represent a variety of restaurant and other food industry companies in state and local tax matters, including the resolution of franchise and excise tax and sales and use tax issues. In many instances, we have worked with food industry companies to resolve potential controversies regarding their Tennessee tax liability without the need for litigation. We have a good working relationship with the Tennessee Department of Revenue and, through that relationship, have often been able to work with the Department to reach a resolution of potential disputes without going to court. When litigation has been necessary, however, we have filed suits and represented food industry clients in court to seek the proper determination of those companies’ Tennessee tax liability. We have also represented restaurants and other food industry companies in their negotiations and communications with the Tennessee Department of Revenue to resolve potential tax disputes before any controversy arose. Specifically, we have assisted various food industry clients in receiving formal rulings from the Department regarding the appropriateness of franchise and excise tax deductions taken for payments to affiliated intangible holding companies that monitor and enforce the trademarks, patents, and other intangible assets associated with our clients’ businesses. We have also represented many restaurants in their negotiations with the State related to issues arising from unclaimed property and the liquor-by-the-drink tax. Foreign Corrupt Practices Act Our attorneys have considerable experience in helping companies comply with the Foreign Corrupt Practices Act and other anti-corruption laws. In the event of an FCPA-related allegation, our attorneys have extensive experience conducting internal investigations and working with U.S. and foreign authorities. In addition to internal investigations, we have advised clients on the FCPA implications of mergers, acquisitions and joint ventures; coordinated anti-corruption due diligence on third parties and intermediaries; conducted FCPA-risk assessments; and tailored compliance programs to the business realities of our clients. Our attorneys have assisted FCPA clients regarding business activities in China, India, Mexico, Nigeria, Germany, Brazil, North Africa, and Australia, among other countries. Through our firm’s membership in Lex Mundi, the world’s leading association of independent law firms, our attorneys have ready access to local counsel in more than 100 countries. Franchising We have represented numerous franchisors and franchisees in all aspects of the franchise relationship, including franchise registration, drafting and negotiating unit franchise and area development agreements, advertising coops, franchisee-franchisor dispute resolution, antitrust counseling, trademark and other intellectual property issues and securities and other capital raising transactions. We have worked with clients in a broad range of industries including operators of full service and fast food restaurants and specialty food stores. Intellectual Property Often times, one of the most critical assets of a restaurant or business in the food service and restaurant industry is its intellectual property, such as a restaurant’s or retailer’s name, trademark, trade dress, trade secrets and other intellectual property that distinguishes it from competitors. Our Intellectual Property Group counsels and provides representation to a wide range of restaurant chains, wineries, early-stage restaurant ventures, packaged food companies, importers, distilleries, chocolatiers, licensors, manufacturing companies, franchisors and franchisees. Our transactional IP group works with our Food Group clients to register, maintain and leverage our clients’ intellectual property, including representation in front of the U.S. Patent and Trademark Office and Copyright Office. The transactional group advises clients on developing successful, comprehensive IP strategies, and regularly assists clients in the negotiation of license, distribution, manufacturing and supply agreements. Our IP litigators are routinely involved in actions related to the defense, enforcement and protection of our clients’ IP rights. Our litigators have successfully litigated and defended trade dress, trademark and trade secret cases on behalf our food group clients, and assist our clients in maintaining and monitoring their intellectual property and proprietary rights. Environmental Our food and beverage clients at times get caught up in U.S. EPA’s or TDEC’s tangled web of notices of potential liability at sites, and complex permitting and waste handling regulations. We have guided many such clients through various complex environmental issues ranging from permitting and reporting requirements for manufacturing plants, generator liability under federal and state Superfund laws, investigations and remediations, and due diligence prior to the sale or acquisition of facilities. We have extensive experience with the Tennessee and federal regulators with enforcement matters, site investigations and/or remediations, permitting, and Brownfields Agreements. Labor Our labor and employment practice group represents numerous clients in the food and beverage industry including public and large private companies in agriculture, fine and casual dining, fast food, food processing and distribution and beverage and adult beverage manufacturing and distribution. We have extensive experience managing complex labor and employment litigation, such as wage/hour cases and collective actions typical in this industry (tip-pooling issues, working off the clock, exempt/non-exempt, etc.), sexual harassment litigation and internal investigations. We offer practical and candid advice and legal solutions to the wide range of problems affecting the workplace. Our employment litigation practice includes all aspects of defense and avoidance of employment litigation including discrimination, wrongful discharge, FMLA violations and sexual harassment. We also serve as lead counsel for major wage/hour collective actions and conduct preliminary client audits to avoid exposure. We conduct supervisory training, advise, investigate and respond to administrative charges, and defend employment litigation. We also represent employers in actions to preserve trade secrets and confidential information, and to enforce non-compete and non-solicitation agreements. Our traditional labor practice includes informational training and avoidance campaigns, defense of representational hearing and unfair labor practice matters before the National Labor Relations Board, contract negotiation and interpretation, and handling all aspects of grievance and arbitration matters. Antitrust We provide counsel to assist our food and beverage clients in maintaining their business operations in compliance with antitrust and trade practice laws with a goal of preventing the expense and disruption of lawsuits and investigations. Our counsel includes assisting our clients with the development and implementation of antitrust compliance programs. An effective antitrust compliance program will both detect actual antitrust violations at an early stage and deter potential antitrust violations. We also counsel our food and beverage clients on merger and acquisition issues, joint ventures, business organization formation and compliance with the pre-merger notification requirements of the Hart-Scott-Rodino Act. Our work in this area includes spearheading the compilation and filing of the information required for compliance with the Hart-Scott-Rodino Act and interfacing as needed with the FTC and the DOJ on behalf of our clients. Lawsuits and investigations are not always avoidable despite the best counsel and efforts of the client. We represent clients in mediations, arbitration and state and federal courts. We have represented numerous companies in antitrust class actions. < back

Food and Beverage

Bass, Berry & Sims PLC’s Food & Beverage Industry Group (“Food Group”) represents numerous clients in the food and beverage industry, including food retailers, food suppliers, restaurants, beverage suppliers, beverage retailers and hotels. Our Food Group provides an extranet site as a key resource to apprise clients of important legal developments affecting the food and beverage industry, and to provide needed documents. We offer a variety of services to our clients, summarized as follows:

Litigation

We represent our food and beverage clients in food contamination cases and food product recalls and are equipped to serve as national counsel, regional counsel, local counsel, discovery counsel, and science counsel on matters ranging from mass litigation to individual cases. We provide significant assets to our clients, including access to nationally renowned experts who also work with the leading health care companies headquartered in middle Tennessee. To successfully litigate complex health care and medical matters, we partner with these experts to master the science as it applies to your cases. From the science, we develop the persistent themes that support successful defense and persuade the fact-finders.

Our clients operate at every step of the food chain and include national, regional, and local food and beverage producers, suppliers, transporters, restaurants and hotels. We always look for ways to resolve cases early and cost-efficiently.

Transactional

Our Corporate and Securities Practice represents a number of clients in the food and beverage industry, including public and large private companies in casual dining, food processing and distribution and adult beverage manufacturing and distribution. We have completed public offerings, mergers and acquisitions, going private transactions and a wide variety of financing transactions for our clients over the years. Our practice is based on a client team approach and we regularly share industry information and transactional and operational best practices with one another and our clients in the industry.

Because of our experience in a wide variety of transactions and our substantial deal flow, we have a comprehensive understanding of the issues Food and Beverage companies face in accessing the capital markets, evaluating and executing on growth strategies and planning for and managing crises. We have represented buyers (both strategic and financial sponsors) and sellers in a wide variety of M&A transactions. We have also been engaged by boards of directors and committees of boards of directors to advise on a wide range of corporate issues and opportunities.

Tax

We represent a variety of restaurant and other food industry companies in state and local tax matters, including the resolution of franchise and excise tax and sales and use tax issues. In many instances, we have worked with food industry companies to resolve potential controversies regarding their Tennessee tax liability without the need for litigation. We have a good working relationship with the Tennessee Department of Revenue and, through that relationship, have often been able to work with the Department to reach a resolution of potential disputes without going to court. When litigation has been necessary, however, we have filed suits and represented food industry clients in court to seek the proper determination of those companies’ Tennessee tax liability.

We have also represented restaurants and other food industry companies in their negotiations and communications with the Tennessee Department of Revenue to resolve potential tax disputes before any controversy arose. Specifically, we have assisted various food industry clients in receiving formal rulings from the Department regarding the appropriateness of franchise and excise tax deductions taken for payments to affiliated intangible holding companies that monitor and enforce the trademarks, patents, and other intangible assets associated with our clients’ businesses. We have also represented many restaurants in their negotiations with the State related to issues arising from unclaimed property and the liquor-by-the-drink tax.

Foreign Corrupt Practices Act

Our attorneys have considerable experience in helping companies comply with the Foreign Corrupt Practices Act and other anti-corruption laws. In the event of an FCPA-related allegation, our attorneys have extensive experience conducting internal investigations and working with U.S. and foreign authorities. In addition to internal investigations, we have advised clients on the FCPA implications of mergers, acquisitions and joint ventures; coordinated anti-corruption due diligence on third parties and intermediaries; conducted FCPA-risk assessments; and tailored compliance programs to the business realities of our clients.

Our attorneys have assisted FCPA clients regarding business activities in China, India, Mexico, Nigeria, Germany, Brazil, North Africa, and Australia, among other countries. Through our firm’s membership in Lex Mundi, the world’s leading association of independent law firms, our attorneys have ready access to local counsel in more than 100 countries.

Franchising

We have represented numerous franchisors and franchisees in all aspects of the franchise relationship, including franchise registration, drafting and negotiating unit franchise and area development agreements, advertising coops, franchisee-franchisor dispute resolution, antitrust counseling, trademark and other intellectual property issues and securities and other capital raising transactions. We have worked with clients in a broad range of industries including operators of full service and fast food restaurants and specialty food stores.

Intellectual Property

Often times, one of the most critical assets of a restaurant or business in the food service and restaurant industry is its intellectual property, such as a restaurant’s or retailer’s name, trademark, trade dress, trade secrets and other intellectual property that distinguishes it from competitors. Our Intellectual Property Group counsels and provides representation to a wide range of restaurant chains, wineries, early-stage restaurant ventures, packaged food companies, importers, distilleries, chocolatiers, licensors, manufacturing companies, franchisors and franchisees. Our transactional IP group works with our Food Group clients to register, maintain and leverage our clients’ intellectual property, including representation in front of the U.S. Patent and Trademark Office and Copyright Office. The transactional group advises clients on developing successful, comprehensive IP strategies, and regularly assists clients in the negotiation of license, distribution, manufacturing and supply agreements.

Our IP litigators are routinely involved in actions related to the defense, enforcement and protection of our clients’ IP rights. Our litigators have successfully litigated and defended trade dress, trademark and trade secret cases on behalf our food group clients, and assist our clients in maintaining and monitoring their intellectual property and proprietary rights.

Environmental

Our food and beverage clients at times get caught up in U.S. EPA’s or TDEC’s tangled web of notices of potential liability at sites, and complex permitting and waste handling regulations. We have guided many such clients through various complex environmental issues ranging from permitting and reporting requirements for manufacturing plants, generator liability under federal and state Superfund laws, investigations and remediations, and due diligence prior to the sale or acquisition of facilities. We have extensive experience with the Tennessee and federal regulators with enforcement matters, site investigations and/or remediations, permitting, and Brownfields Agreements.

Labor

Our labor and employment practice group represents numerous clients in the food and beverage industry including public and large private companies in agriculture, fine and casual dining, fast food, food processing and distribution and beverage and adult beverage manufacturing and distribution.

We have extensive experience managing complex labor and employment litigation, such as wage/hour cases and collective actions typical in this industry (tip-pooling issues, working off the clock, exempt/non-exempt, etc.), sexual harassment litigation and internal investigations. We offer practical and candid advice and legal solutions to the wide range of problems affecting the workplace.

Our employment litigation practice includes all aspects of defense and avoidance of employment litigation including discrimination, wrongful discharge, FMLA violations and sexual harassment. We also serve as lead counsel for major wage/hour collective actions and conduct preliminary client audits to avoid exposure. We conduct supervisory training, advise, investigate and respond to administrative charges, and defend employment litigation. We also represent employers in actions to preserve trade secrets and confidential information, and to enforce non-compete and non-solicitation agreements.

Our traditional labor practice includes informational training and avoidance campaigns, defense of representational hearing and unfair labor practice matters before the National Labor Relations Board, contract negotiation and interpretation, and handling all aspects of grievance and arbitration matters.

Antitrust

We provide counsel to assist our food and beverage clients in maintaining their business operations in compliance with antitrust and trade practice laws with a goal of preventing the expense and disruption of lawsuits and investigations. Our counsel includes assisting our clients with the development and implementation of antitrust compliance programs. An effective antitrust compliance program will both detect actual antitrust violations at an early stage and deter potential antitrust violations.

We also counsel our food and beverage clients on merger and acquisition issues, joint ventures, business organization formation and compliance with the pre-merger notification requirements of the Hart-Scott-Rodino Act. Our work in this area includes spearheading the compilation and filing of the information required for compliance with the Hart-Scott-Rodino Act and interfacing as needed with the FTC and the DOJ on behalf of our clients.

Lawsuits and investigations are not always avoidable despite the best counsel and efforts of the client. We represent clients in mediations, arbitration and state and federal courts. We have represented numerous companies in antitrust class actions.

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