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Practice/Industry Group Overview
The Gardere Hospitality Industry Team knows how to make deals happen. Our interdisciplinary Team provides top-shelf legal services to some of the most recognized names in the hospitality industry, including hotel and resort, food and beverage, timeshare exchange, car rental, travel, and entertainment clients worldwide. We also represent lenders, service providers and advisors to companies in the hospitality industry, as well as operators and investors.
Hotels and Resort
Our Team has handled billions of dollars in acquisitions, dispositions and financings for hotels and resorts worldwide including the United States, Canada, Mexico, Europe, Asia, the Middle East and the Caribbean. We have also handled many high-profile transactions, including a number of recent branded luxury mixed-use development projects. These projects include numerous forms of for sale real estate as well as hotels, marinas and other recreation amenities.
Our hotels and resorts experience includes:
- Representing the ownership groups on all aspects of the design, development, branding, financing and operation of numerous trophy assets, including The Ritz-Carlton, Philadelphia; The Ritz-Carlton, Key Biscayne; The Ritz-Carlton, Bachelor Gulch; and, more recently, the under development NOBU hotel and residences in New York and The Fairmont Vail
- Representing owners and operators in connection with the negotiation, documentation and enforcement of operating and management contracts, franchise agreements and operating leases worldwide, including the global representation of growing international luxury hotel brands Capella and Solís
- Representing buyers and sellers in connection with the purchase and sale of hotels and resorts including such recognizable projects as the Hotel Bel-Air, La Costa Resort and Spa, and the Ritz-Carlton Kapalua
- Structuring senior, mezzanine and equity financing for single assets as well as portfolios, including restructurings and workouts of troubled assets
- Structuring ownership entities and joint ventures, as well as related domestic and international tax planning
- Negotiating architectural, construction and development agreements
Cross-Border and International Transactions
Our Team has vast experience in assisting U.S. companies expand into foreign markets—especially Mexico, and navigating foreign corporate, construction, labor and tax laws to successfully launch hospitality concepts, including the development of new brands and the construction of resort hotels and mixed-use properties.
Our cross-border and international transactions experience includes:
- Assisting U.S., Mexican and foreign clients in acquisitions, joint ventures, and other investments in the United States, Mexico and throughout Latin America
- Developing infrastructure in Mexico to support hospitality development projects with the Mexican government and private sector entities including the privatization and/or development and operation of public assets, e.g., toll roads, potable water and water treatment facilities, airports, seaports, drilling contracts and electrical energy projects
- Coordinating international expansion issues for our clients doing business around the globe, including taxation and intellectual property matters, as well as coordination with foreign counsel worldwide
Food and Beverage
Our attorneys have represented every manner of food and beverage companies—from restaurants and resorts, to grocery stores and food growers, to brewers and distillers, to importers and distributors—at every step of the business process. Gardere attorneys handled the first restaurant company initial public offering and we continue to be involved in every facet of the food and beverage industry. We represent hospitality industry leaders, including dozens of national and regional restaurant chains, convenience stores, grocery retailers, entertainment and sports venue concessionaires, independent restaurants, bars, nightclubs, private clubs and hotels, as well as national and international beer, ale and liquor manufacturers, food products manufacturers, food wholesalers, and food growers.
Gardere’s food and beverage expertise includes:
- Navigating the regulatory maze of state and local licensing issues, while maintaining close working relationships with state and local agencies
- Compliance matters such as sales tax audits, gross receipts audits, and Texas Private Club audits
- Enforcement action/license revocation representation
- Corporate, finance, mergers and acquisitions, and securities matters
- Marketing and advertising practices and strategies
- Business plan development and consulting
- Franchising and distribution
- Litigation support, including dram shop/liquor liability issues
- Consultation on Hotel and Restaurant Management Services and Concession agreements
Labor and Employment
When personnel issues arise in the hospitality industry, our labor and employment attorneys are equipped to handle everything from employee to immigration issues.
Our labor and employment representation includes:
- Federal and state wage and hour compliance issues
- Defense of individual and class action discrimination and harassment complaints
- Negotiation of executive employment agreements and severance packages
- National Labor Relations Act experience, including counseling on union avoidance, handing campaigns and negotiation of new or existing CBAs
- Employment visas and applications for lawful permanent residence
- Alien labor certifications, including the defense of employer sanctions cases under the Immigration Reform and Control Act
- Counseling clients on the labor implications of corporate reorganizations, acquisitions, reductions in force and relocations
- Designing and customizing employee handbooks, policies and procedures
Employee Benefits
The Team's employee benefits attorneys assist and advise clients in designing, implementing, administering and terminating all types of tax-qualified and ERISA-related retirement plans and programs (including but not limited to 401(k) profit sharing, defined benefit and employee stock ownership plans), employment agreements and non-qualified deferred compensation arrangements (including advice regarding compliance with Code section 409A), and welfare benefit programs (including but not limited to group health and severance arrangements). We also assist and advise clients in connection with employee benefits issues relating to mergers and acquisitions and similar business transactions, fiduciary matters and litigation.
Intellectual Property
Our IP attorneys represent some of the world’s largest and most recognized hotel, resort and restaurant brands, as well as major players in the travel industry, in all aspects of intellectual property law. Our Team works closely with clients to protect their valuable intellectual property assets and achieve their strategic business objectives.
Gardere’s hospitality-related IP work includes:
- Patent, trademark and copyright matters
- Trade secret and proprietary information
- Tortious interference, encroachment and unfair competition law
- Brand selection and implementation of comprehensive IP management programs, as well as issues resulting from operating various brands under one corporate entity
- Direct internal audit programs to manage and maximize the value of intellectual property assets
- Technology transfer matters
- Licensing and litigation in state and federal courts and administrative agencies
- Evaluation of merger, acquisition and joint venture opportunities
- Reviewing the intellectual property components of all types of contracts and agreements
- Cyber squatting and internet address and domain name disputes
Franchising and Promotions
Franchising and promotions are key elements in the hospitality industry, and our attorneys have significant expertise in every aspect of these areas, including:
- Advising on regulatory and litigation issues confronting the resort, recreation and entertainment industries in connection with franchising and promotions
- Representing franchisors in the development and registration of franchising and marketing programs for regional, national and international companies
- Negotiating and drafting franchise, distribution, licensing, supplier, manufacturing and dealer agreements
- Preparing federal and state registrations, disclosure statements and offering circulars
- Counseling on state, federal and international franchise and business opportunity laws
- Assisting with product labeling issues, product approval, FDA regulations and warranty matters
- Counseling on trade regulation and antitrust matters
- Structuring advertising, marketing and promotional programs, including sweepstakes and contests, and advising clients on the implementation of these programs
- Representing franchisors in franchise disputes
Internet and Computer Technology
As the hospitality industry has become more global and competitive, the need for cutting-edge technology has increased exponentially. Several of our Team members have spent their careers in technology and provide valuable assistance to our clients in the buying and selling of computer technology, drafting and negotiating contracts for outsourcing, and licensing of computer software. In addition, our internet and computer technology lawyers handle:
- Infringement of software copyrights and the performance of computer systems
- Disputes relating to domain name ownership
- Failed website development projects
- Cybersmear and privacy issues
- Computer software performance
- B2B eCommerce
Tax
Gardere’s tax attorneys provide advice on all aspects of federal, state, local and international taxation, as well as tax efficient structuring expertise in connection with the acquisition, sale, and development of hospitality properties and portfolios. Our attorneys also have extensive experience handling state and federal tax controversies before all agencies and litigation in all courts.
Litigation and Arbitration
Our Trial lawyers represent hospitality industry developers, operators and franchisors in disputes regarding operational matters, intellectual property, development contract issues and homeowner associations in jurisdictions throughout the world, in U.S. Federal and State courts, and before national and international arbitration boards.
Entertainment Events
Our entertainment clients, including the largest presenter of live entertainment in the world, are engaged in every aspect of the industry. Gardere assists our hospitality clients with booking live entertainment for their facilities. Our attorneys have extensive experience relating to artist appearance contracts, ASCAP (American Society of Composers, Authors and Publishers) and BMI (Broadcast Music, Inc.) license issues, ticketing arrangements, sponsor contracts, security issues, stagehand contracts and sound issues related to live events.
Environmental
Environmental issues are part of every acquisition and disposition of hospitality properties and developments, from resorts and hotel complexes to free-standing restaurants and other hospitality venues. Our Team’s environmental lawyers assist hospitality clients with due diligence activities to identify and quantify potential environmental liabilities associated with all forms of transactions. Our Team also provides regulatory guidance regarding environmental issues, including underground fuel tanks, asbestos, mold, stormwater and wastewater and waste disposal.
As a full-service firm with more than 250 attorneys located in the U.S. and Mexico, Gardere also provides corporate, construction, real estate, banking, bankruptcy and regulatory services, among others, to our hospitality clients doing business domestically and globally.
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