Retail & Consumer Services

With significant experience working with clients like you in a wide range of industries, our IP attorneys can craft an IP management strategy for your company encompassing clearance, procurement, enforcement, litigation, and related counseling for your trademark, trade dress, copyright, trade secret, and advertising matters, as well drafting and negotiating agreements leveraging these assets in the retail space.

In addition, we have significant experience when it comes to business method patents. We can help you identify valuable and potentially patentable business methods; prepare and prosecute business method patents; perform validity and infringement analyses; enforce business method patents rights through litigation; and perform valuation of business methods and business method patents.

Our attorneys are well versed in legal aspects of advertising, including pre-publication review, endorsements, comparative advertising and substantiation, as well as consideration of competitors’ ads and challenges. We also have extensive experience in legal aspects of promotions, including online and social media, rules, materials and compliance advice for programs such as sweepstakes, buy-get offers, coupons, gift and cash cards, and contests. We are experienced at working together with clients and their entertainment and media vendors, as well as advertising and promotions agencies, PR firms, and Internet companies on any issues arising from their advertising and promotional campaigns.

We regularly work with clients like you to manage information and mitigate risk on a global basis. Our attorneys offer a range of services to address your privacy, security, and information management risks. These services include the following: conducting security and privacy audits and assessments, including implementing incident response plans; counseling on security breach laws and coordinating incident responses; advising on privacy and data transfer issues in conjunction with mergers and acquisitions; conducting internal investigations regarding theft of trade secret and other proprietary information or data; advising on marketing and other joint venture agreements that implicate data transfer issues and security restrictions on marketing activity; and drafting Internet-based privacy policies.

When prevention is not enough and your data has been compromised, our seasoned litigators are well versed in the intricacies of privacy and security litigation brought by private plaintiffs and in class-action matters.

We provide guidance in all aspects of the contracting process; the acquisition and implementation of information systems and business partner relationships; the development of processes, policies, and procedures to address legal risks and operational issues; and the effective and efficient procurement of goods and services with a focus on the vendor-customer relationship.

In addition, we can guide you through the process of acquiring and implementing information systems and business partner relationships, including enterprise resource planning (ERP), customer relationship management (CRM), financial systems, knowledge management, technology infrastructure systems, and creating and implementing e-commerce solutions. Our attorneys also have broad experience with customer information systems (CIS) and compliance with payment card industry (PCI) standards.

Our knowledge and experience in the retail industry allows us to fully understand your business and to share strategic visions and best practices. Our team has nationally recognized and skilled counselors and litigators who focus on specific areas of labor and employment law unique to the retail industry, such as FLSA wage and hour compliance audits and collective action litigation defense of retailers.

Whether you are growing or consolidating your business, our attorneys will provide sophisticated legal advice on the most important issues you are facing in today’s ever-changing environment, including all aspects of corporate governance, merger and acquisition and disposition transactions (whether an entire business, a line of products, or only certain locations), securities matters, corporate counseling, and other transactional and securities issues.

We have experience in a variety of specialized transactions, including commercial loan, public finance, and asset securitization transactions. Our interdisciplinary team of attorneys offers a fully integrated approach to serving your corporate governance and finance needs. We provide sophisticated counsel and representation to corporations, boards of directors, board committees, corporate officers, shareholders, and other parties regarding the issues that stem from changes in securities and accounting rules and other regulations.

We also have strong experience in tax law, ERISA, corporate law, accounting, SEC regulatory requirements, and relevant state law to efficiently deliver comprehensive advice regarding your executive compensation and succession issues.

We also bring years of retail experience and excellent real estate contacts to both national specialty and big-box users. Our representation includes overseeing development approvals; negotiating entitlement documents with local governments; drafting restrictive covenants and site development agreements with an impressive range of national users; and negotiating and preparing retail leases and financing. We also provide counsel related to the acquisition, development, financing, and sale of properties across the United States and around the world.

Whether used to strengthen long-term relationships or collaborate in short-term projects, joint-venture development in the retail industry can be time-consuming and complex. We have extensive experience helping retail clients like you create partnerships that properly allocate responsibilities and minimize client risk. We can help you in structuring and negotiating all types of sophisticated and complex strategic alliances, including joint ventures, partnership agreements, licensing agreements, manufacturing and distribution arrangements, equipment lease agreements, co-branding and sponsorship arrangements, and technology-sharing agreements. Our Retail & Consumer Services attorneys also are able to assist you in connection with any bankruptcy issues involving any of your retail partners.

Our attorneys can help you with building and protecting the logistical structure for how your products get to market. In addition to drafting or reviewing and negotiating distributorship, sales representation, supply, and franchise agreements and programs, we routinely counsel clients with regard to all aspects of their domestic and international distribution, commissioned agency, and supply and franchise arrangements.

We also have decades of experience counseling franchisors and franchisees in all phases of the franchise operations and business relationships. We are well versed in identifying and solving the complicated legal questions you face when structuring and financing franchise programs; renewing, revising, and expanding existing franchise networks; and in the acquisition, syndication, sale, and termination of franchises. Our attorneys also negotiate and resolve disputes between franchisors and franchisees, and, when the need arises, represent you in litigation and mediation to protect your interests. Through the multiple layers of municipal, state, and federal administration and licensing, we can counsel your franchise operation on fees, taxes, various disclosure requirements, and compliance regulations. We will represent your commercial interests in hearings and legislative rulemaking sessions before state and federal legislative agencies and commissions.

We have successfully represented U.S. and non-U.S. retail clients in cross-border commercial transactions, including multilateral agreements of the World Trade Organization (WTO). Providing legal counsel in corporate finance, tax, IP, and other areas, our attorneys have extensive experience in their respective fields and with issues common to international retail and business transactions. We also cover anti-bribery, antitrust, arbitration, immigration, mergers, acquisitions, joint ventures, product distribution, tax planning, and technology transfers as well as import regulations and export controls.

Skilled in income tax, property tax, and sales tax law, executive and corporate compensation, benefits planning, and disputes with state and federal tax authorities, our Tax attorneys provide you with knowledgeable and tax-advantageous counseling, transactions, and planning solutions. We offer a full range of local, state, federal, and international tax services, including structuring acquisitions, divestitures and reorganizations, proper planning to manage income, property and sales/use tax expenses, responding to tax audits and investigations, and seeking tax refunds.

Retailers face potential liability for compliance with a variety of environmental and public-notice requirements. For example, product returns can create waste management issues and have resulted in significant fines when rules regarding storage, handling, and disposal were not followed. Labeling and notice requirements such as California's Prop 65 can result in citizen lawsuits and claims against various parties in the supply chain. The construction and development of new facilities also can trigger water, wetlands, contamination, and air requirements and liabilities. Our attorneys are experienced in providing businesses like yours with practical solutions and proactive advice regarding all of these matters.

Our attorneys regularly advise businesses on issues such as suggested retail pricing, co-op restrictions on advertised price, below-cost pricing, price and locality discrimination, and rebate programs. We also will work with you to identify strategic channel objectives and to assess the use of non-price restraints to further your business interests and create a stronger distribution system. Our experience with the Robinson-Patman Act — including experience litigating price discrimination claims — can provide you with a framework for pricing programs.

Our Bankruptcy & Business Reorganization attorneys routinely advise lenders, borrowers, special servicers, landlords, tenants, receivers, government-sponsored enterprises, and purchasers in connection with distressed real estate, including portfolio deals involving multiple properties in multiple jurisdictions. Our services include counseling on complex commercial foreclosures, deeds in lieu, forbearance agreements, 363 sales in bankruptcy, contested chapter 11 bankruptcy cases, mezzanine loans, intercreditor disputes, and myriad other matters involving real estate that is in distress. Foley's Distressed Real Estate Initiative, a working group of Foley attorneys dedicated to troubled real estate, is a single source for efficient and effective real estate legal advice.