Food & Beverage

FBT represents a variety of national and international manufacturers, retailers, suppliers, and distributors of food and beverage products.  We counsel our food and beverage clients on a wide variety of issues, including commercial and contract matters, labor issues, trade compliance, international matters, and merger and acquisition transactions.  Our focus is on understanding our clients’ strategic business goals and helping them to achieve those goals as efficiently as possible. 

Our services in the general commercial area include assisting food and beverage companies in structuring and negotiating co-packing, toll manufacturing, distribution, vendor, and other supply chain agreements.  Our areas of expertise that have particular relevance to our food and beverage industry clients include the following:

Mergers & Acquisitions

Our experienced Mergers & Acquisitions team represents buyers, sellers, and other interested parties involved in M & A transactions.  We have the expertise and ability to assist with all types of M & A deals, whether small- or large-scale, including mergers, stock and asset acquisitions, joint ventures, consolidations, and divestitures.  We are able to assist our clients through all phases of a transaction, including structuring, negotiating, and closing and completing the deal.

Labeling & Packaging Compliance

Our attorneys assist clients with design and development of product and label packaging, including claims review, to help our clients ensure that their products comply with applicable laws and regulations.

Marketing & Advertising

Food and beverage companies in particular operate in a very public and highly competitive environment where marketing is vital to the success of such companies’ brands.  Our food and beverage clients retain our experienced and talented marketing team for day-to-day review of advertising campaigns and marketing promotions from conception through production, publication, and distribution, including compliance review of sweepstakes, games and contests.  Our attorneys not only help clients to keep their advertising and marketing within legal boundaries, but also provide solutions to problems based on the business realities and competitive environment faced by clients.

We have a vast experience in all facets of advertising, including pre-publication review, negotiation and advising on marketing, media and licensing agreements, initiating and defending false advertising claims and claims substantiation, and reviewing email and other interactive/viral advertising and marketing campaigns.

Intellectual Property

Our intellectual property team provides clients with expert counseling, prosecution, licensing, litigation, and portfolio management services.  We recognize that intellectual property assets are equally as valuable as the tangible assets held by our consumer packaged goods and restaurant clients.  Our attorneys are experienced in trademark and patent registration, protection and litigation.  Our trademark group represents a variety of food and beverage clients such a Sunny Delight Beverages Co., ACH Food Companies, Inc., Wild Flavors, and Perfetti-Van Melle.

International Law

FBT has significant experience in assisting its food and beverage clients in various cross-border business transactions.  Our international team serves both foreign business doing business in the U.S. and U.S. businesses abroad.  Our attorneys provide expert services in the following areas, just to name a few:

  • Product Distribution and Licensing Agreements
  • Business Formation and Incentives
  • Business and Trade Regulations
  • International Tax

Trade Compliance

Our trade compliance group provides a full range of services relating to Customs, Import and Export rules, new security regulations and trade agreements.  We have significant experience in assisting clients with trade compliance issues, such as dumping, trade remedies, licensing and technology transfer, sale/labeling/regulation of goods, foreign investment, and structuring of international sales and manufacturing operations, just to name a few. 

We consistently assist our clients in developing programs designed to assist directors, officers, owners and employees in all aspects of compliance in order to avoid criminal or civil penalties, or revocation of import or export privileges. 

Legal Spotlight

$1 Billion Joint Venture

Our Food and Beverage Service Team has vast knowledge in regulatory matters, marketing and advertising and other areas important to the everyday operations of food and beverage companies.  We  also draw on 25 years of extensive experience in structuring, negotiating and managing merger and acquisition transactions involving food and beverage businesses.  A good recent example is the assistance that we provided to our client, ACH Food Companies, Inc. (ACH), in the formation of Stratas Foods LLC, a joint venture bringing together two businesses that together had over $1 billion in sales.

ACH, the owner and manufacturer of major consumer branded products such as MAZOLA oils, SPICE ISLANDS and DURKEE spices and KARO corn syrup, had determined that their commercial oil products business, which included sales of edible oils products to foodservice and institutional users, was no longer core to its strategy and was considering the most appropriate ways to exit that business.  At the same time, Archer-Daniels-Midland Company (ADM) was considering exiting its packaged oil business.  The two companies had a long history of working together and eventually began discussing the possibility of putting their “orphan” businesses together into a 50-50 joint venture.

Working closely with ACH’s management and its inside counsel from the beginning of discussions with ADM, Frost Brown Todd helped to analyze the joint venture opportunity, develop its operating structure and draft and negotiate the deal documents.  Our food and beverage team was also closely involved in the corporate governance issues involved in forming the joint venture and in the transactions and other actions necessary to get the joint venture up and running after the closing.