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Services Available
Manatt’s Hospitality Practice Group clients encompass the full diversity of the industry. They include domestic and foreign developers, lenders, contractors, insurers, investors, franchisees, investment banks, management companies, owners, operators, REITs and venture funds. Projects are located throughout the United States. Our attorneys work on matters ranging from the structuring, negotiating and documenting of complex joint ventures, acquisition, development and construction arrangements, to counseling clients on such matters as employment practices and labor, tax, environmental compliance, securities law compliance, anti-trust, ERISA, corporate governance, intellectual property rights, advertising and promotions, business and liquor licensure and general compliance with applicable laws. In our role as owner’s and operator’s counsel, we routinely prepare and negotiate the full range of hotel documents, including:
§ Entity formation and joint venture agreements;
§ Debt, equity and/or hybrid financing arrangements;
§ Purchase and sale agreements;
§ Development agreements;
§ Construction agreements;
§ Management agreements;
§ Restaurant, commercial, residential and retail leases;
§ Technical services agreements;
§ Intellectual property, license and transfer agreements;
§ Recreational use, access and reciprocal easement agreements;
§ Equity participation/venture agreements;
§ Franchise agreements;
§ Employment and consulting agreements;
§ Marketing and management agreements for serviced condominiums and apartments;
§ Marketing and management agreements for fractional and time-share ownership projects; and
§ Collective bargaining agreements.
Our attorneys emphasize active involvement in structuring, negotiating and documenting and, when necessary, restructuring transactions. We offer efficient, economic, and thorough due diligence review, including title, leases, entitlements, environmental, regulatory, securities compliance and other contractual and legal obligations that will affect development, cash flow and valuation.
Our Hospitality Practice Group is part of an integrated full-service law firm, with expertise in all aspects of our clients’ businesses. By utilizing the resources of a full-service firm, we can provide our clients with specialists for every stage of their business, including those issues unique to their formation, operation, management, growth and disposition, and for every problem they encounter. When necessary, this includes sophisticated litigation and dispute resolution services. In addition to mediating, arbitrating and litigating transactional, employment and commercial controversies as described above, we also handle complex disputes and litigation on behalf of all parties in hospitality matters, including breach of contract, wage and hour class actions, unfair competition, bankruptcy, environmental litigation, condemnation/eminent domain actions, intellectual property, misappropriation of trade secrets, tax and assessment disputes and challenges to regulatory approvals.
Our Hospitality Practice Group has expertise in other practice areas, or works closely with other professionals who do, so that we may creatively and effectively serve our clients’ every legal need, such as the following:
§ Real estate acquisition, disposition & leasing;
§ Restaurant, food & beverage;
§ Advertising and promotions;
§ Bankruptcies;
§ Development, construction & land use;
§ Membership programs;
§ Condo-hotels;
§ Management agreements;
§ International trade & policy;
§ Environmental;
§ Mergers & acquisitions;
§ Antitrust;
§ Franchises;
§ Mixed-use projects;
§ Senior & mezzanine finance;
§ Corporate finance & securities compliance;
§ Corporate governance;
§ Insurance;
§ Regulatory (FDA and FTC);
§ Tax & wealth management;
§ Legislative advocacy;
§ Intellectual property (all aspects, including practices related to copyright, patent, trademarks and trade secrets);
§ Joint ventures & entity formation;
§ Workouts & foreclosures;
§ Employee benefits;
§ Employment litigation;
§ Labor relations;
§ Privacy matters; and
§ Litigation and alternative dispute resolution.
Representative Matters
Recent matters handled by lawyers in Manatt’s Hospitality Practice Group include:
§ Regular representation of developer of resort and conference hotels in California and other western states, including obtaining all approvals for a 582-room hotel overlooking the Pacific Ocean, and negotiating the ground lease and all financing and transactional documents for a 210-room conference hotel in San Diego County;
§ Representation of owner in development and financing of hospitality, single-family home, restaurant and fractional interest project in the County of Napa;
§ Representing purchaser of 25,000 acres in Santa Barbara County, including 9 acres of undeveloped California coastline;
§ Advised on tax-deferred, split-off transaction involving a major restaurant chain;
§ Regular advice on establishing and managing equity incentive plans and other benefit plans;
§ Regular representation over the past ten years of national hotel owner and operator throughout the United States, including negotiation of multiple contracts relating to internet services, in-room entertainment, reservations systems, licensing, advertising and promotion and other transactional service agreements;
§ Preparation of executive compensation and equity incentive contracts in connection with a national hotel operator’s initial public offering;
§ Defense of major restaurant chain in wage and hour and discrimination class-action suit;
§ Representing developer in negotiating disposition and development agreement, development agreement and other transactional agreements needed for the purchase of sites from a redevelopment agency to be developed into two new hotels and a retail center;
§ Representing developer in drafting and negotiating purchase and loan documents and development agreement for golf course and residential project in Palm Desert;
§ Representation of restaurant chains in connection with private equity offerings;
§ Representation of Southern California hotel and restaurant owner and operator in employment matters (including negotiation and drafting of employment agreements, counseling regarding all human resources matters, including wage and hour, employment discrimination, wrongful termination and ERISA disputes, and representation before all local, state and federal agencies, such as the California Labor Commissioner, the California Fair Employment & Housing Administration, the federal Equal Employment Opportunity Commission and the U.S. Department of Labor) and labor matters (including collective bargaining, union contract interpretation, arbitration of union grievances, and representation before the National Labor Relations Board);
§ Representation of a public restaurant chain in connection with securities compliance and reporting matters;
§ Representation of national hotel owner and operator in land-use entitlement matters for mixed-use project in Palo Alto;
§ Representation of a public restaurant chain in merger with another public restaurant chain;
§ Defense of a Beverly Hills hotel owner in age discrimination class action prosecuted by the EEOC;
§ Representation of national captive insurance group developing risk assessment protocols for general contractors on condo-hotel projects throughout the United States;
§ Advice to national restaurant chain during the 2000 Screen Actors Guild commercials strike and concerning physical guidelines that the restaurant chain was implementing for the several people around the country who portray the restaurant chain’s spokesperson at public functions;
§ Numerous representations involving enforcement of major trademark infringement matters;
§ Advice to boards on corporate governance matters;
§ Defense of class action under Americans with Disabilities Act;
§ Regular advice in connection with FTC compliance;
§ Advice in connection with multistate promotions;
§ Regular advice in connection with purchase and sale of single- and multiple-unit franchise operations;
§ Representation of national boutique hotel owner and operator in land-use entitlement matter for restaurant and hospitality project in Los Angeles County;
§ Several arbitrations to enforce and terminate franchise agreements;
§ Representation of due diligence matters for hotel investor for mixed-use projects in Hawaii;
§ Advice in connection with all aspects of brand development and management;
§ Advice in connection with complex, multilevel strategic joint ventures, including co-branding relationships;
§ Advice in connection with strategic use of ESOPs in private companies;
§ Representation of investor in connection with its investment in, and sale of, the 830-key resort in Phoenix, Arizona and Austin, Texas. In these transactions, representation involved negotiating joint venture agreements, disputes among venturers, hotel management agreement, development agreement, asset management agreement, land acquisition and project disposition agreements and construction financing;
§ Representation of flag hotel chain in connection with various time share and hotel acquisitions, as well as land use entitlement projects;
§ Representation of the owners of approximately 1,500 acres of undeveloped land on the pacific coast of Costa Rica in the land use entitlement and sale of the property for a multi-hotel resort project;
§ Representation of construction lender in connection with the construction loan for hotel developments located in Los Angeles and in Redwood Shores, California, including loan documentation and participation agreements with a consortium of European banks. We also represented the banks in connection with workout negotiations, and ultimately acquisition in lieu of foreclosure, and then ownership, operation and eventual sale of the hotel;
§ Representation of the owners of a 400+ key downtown Los Angeles hotel in connection with local regulatory matters and potential sale of the hotel; and
§ Representation of developer in connection with the financing of a major Cancun Hotel development through a condo-hotel securities offering registered with the US Securities and Exchange Commission.
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