Both publicly traded and privately held companies in the retail industry seek our counsel on myriad legal and business issues affecting their business operations. Our retail clients include national and international specialty stores including men's, women's and children's apparel and fashion, footwear, home textiles, housewares, drug stores, home appliances, consumer electronics and computer products. We also represent clients involved in the manufacturing and distribution channels for the retail industry, as well as shopping center operators and retail store developers.
Our approach is to provide "common sense" legal and business solutions for our clients to help them grow and expand their business operations and assist in the early identification and resolution of potential problems. As a full-service law firm, we pride ourselves on the ability to provide timely, practical and accurate advice on a broad range of matters that arise on a daily basis, including corporate governance, real estate, labor and employment, credit, financing, tax, securities law, advertising, licensing, executive compensation, intellectual property, antitrust, bankruptcy and litigation matters.
Commercial Real Estate, Construction, Development and Financial Services
We provide a full range of legal services relating to real estate, including the purchase, sale and leasing of commercial properties, landlord/tenant matters, construction contracts, developer agreements, land use and environmental issues, structuring of complex financing for real estate development projects and related transactions. Our transactional experience includes:
- Representing retail tenants and landlords in the negotiation and execution of shopping center and stand-alone retail store leases.
- Development and leasing of retail shopping centers.
- Representing a national drug store chain in land use matters.
Corporate, Tax, Mergers and Acquisitions
We serve as securities and corporate counsel to a wide array of NYSE-, NASDAQ- and AMEX-listed companies, as well as private companies. We provide counseling in the areas of corporate structure and governance, securities law reporting and SEC compliance, regulatory matters, general corporate law, international and domestic tax issues and mergers and acquisitions. Our attorneys serve as counsel to targets, acquirers and investment banks in a variety of public and private company mergers. Our recent experience includes:
- Representation of Linens 'n Things, Inc. in connection with its acquisition by private equity firms, Apollo Management, NRDC Real Estate Advisors and Silver Point Capital Fund Investments. We advised the board of directors throughout the strategic review process that led to the merger agreement and handled all aspects of the acquisition on behalf of Linens 'n Things, Inc. The all-cash transaction was valued at $1.4 billion.
- Representation of The Talbots, Inc., the NYSE-listed men's, women's and children's apparel retailer (1,000 stores) in its acquisition of J. Jill, the women's apparel retailer. The all-cash merger is valued at approximately $520 million.
- Representation of the Special Committee of the board of directors of an AMEX-listed company, in evaluating a proposal from a party holding a majority of the company's stock to acquire the remaining shares and take the company private.
Employment, Labor, Executive Compensation and Employee Benefits
Representation of management in labor and employment law matters is one of our keystone areas of practice, for which our attorneys have been nationally recognized. We assist retail industry corporate executives, general counsel and human resources professionals in developing and executing their companies' organizational strategies. We have sophisticated experience in counseling employers on employment contracts, restrictive covenants, employee handbooks, training, employee discipline, wrongful discharge, employment discrimination and termination, labor relations including union representation proceedings and contract arbitrations, National Labor Relations Board matters, employee health and safety, workers' compensation, executive compensation, employee benefit matters, ERISA benefits and compensation plans and immigration issues. Our recent experience includes:
- Defending national retailers, including Linens 'n Things, Inc., A&E Stores, Inc. and Rainbow Shops, in separate class action lawsuits involving wage and hour (overtime) claims.
- Negotiation of collective bargaining agreements with the nation's largest retail clerks union, covering retail and distribution center employees at a national retailer.
- Counseling a publicly traded clothing retailer in analyzing the impact of federal securities laws upon its participant-directed 401(k) plan, as well as its equity-based compensation plans, including incentive and nonqualified stock options, stock appreciation rights and restricted stock grants.
- Coordinating and defending workers' compensation cases for a number of Fortune 100 companies.
Intellectual Property, Advertising and Promotions
We provide a full range of services to retailers and manufacturers to meet their intellectual property, advertising and promotions requirements. Our services include the registration, maintenance and enforcement of trademarks, copyrights and patents as well as the negotiation and drafting of marketing, distribution, licensing and franchise agreements. Our attorneys regularly advise retail clients on the creation, production, broadcast, publication and dissemination of all forms of advertising, marketing, promotional, public relations and related services and materials, including specialized e-commerce, trade secret and privacy issues.
A few examples of our recent successes are:
- We obtained a permanent injunction against a former franchisee of a petroleum products retailer who attempted to create an "independent franchise" association that included the franchisor's mark in its name and then issued statements criticizing our client.
- We successfully acted as trial counsel for a leading real estate brokerage firm and obtained a permanent injunction against a prominent e-commerce company that was using our client's brands without permission.
- We successfully represented a well-known window treatment manufacturer in a trial involving multimillion-dollar patent claims and antitrust counterclaims.
Litigation and Antitrust
Our attorneys have substantial experience representing retailers in all facets of commercial litigation, including contract disputes, and landlord-tenant, labor and employment, vendor, franchising and distribution matters. Clients regularly look to our attorneys for preventive counseling and representation on antitrust matters, as well as advice during the course of regulatory investigations. We have represented clients in civil actions alleging anti-competitive behavior including price fixing, tie-ins, monopolization, price discrimination, employee raiding and theft of trade secrets and have counseled our clients as to the antitrust risks of mergers, acquisitions, joint ventures and strategic alliances. Our recent experience includes:
- We defended the U.S. distributor of a Japanese photocopy equipment manufacturer against a competitor's allegations of exclusive dealing, tying and monopoly.
- We prosecuted an emergent action on behalf of a clothing manufacturer against a warehouser to obtain the release of $5 million of retail clothing inventory.
- We have prosecuted trademark infringement and counterfeiting actions and successfully obtained ex parte orders to seize and destroy infringing goods.
Bankruptcy, Restructuring, Reorganizations and Workouts
We have counseled many clients in out-of-court restructurings and Chapter 11 proceedings in the retail/consumer services sector such as Sears-Kmart, Bonwit Teller, B. Altman, Herman's, Randall's Islands Family Golf Centers, Inc., Seasons Resort and Conference Center and Trump Taj Mahal. We represent secured and unsecured creditors, trustees, lenders financing debtors-in-possession, lessors of equipment or real estate and creditors' committees to protect their respective interests. We have also represented large creditors' committees and various local and out-of-state secured creditors in a number of well-publicized bankruptcies.
