A seamless supply chain that includes built-in contingencies for receiving, manufacturing and delivering products is crucial to your company’s overall success and profitability. Streamlining that process, ensuring its regulatory compliance, and guarding against its interruption can challenge even the most innovative business leader or supply chain manager. Foley’s Supply Chain Team is committed to developing legal strategies tailored to your particular industry requirements and company needs.
Foley’s Supply Chain Team is a multi-disciplinary group of lawyers that takes a holistic approach to addressing the supply chain issues that arise in an increasingly interconnected world. Those issues include, among others:
Antitrust. We regularly advise clients on all manner of antitrust compliance in the supply chain. We will help you navigate interactions with competitors, joint ventures, and acquisitions, as well as antitrust issues implicated by even the most routine manufacturing and supply chain agreements. We have a deep understanding on antirust pricing issues and will help advise you on resale price maintenance, restrictions on advertised price, price discrimination, loyalty discounts, and rebate programs to help your programs stay compliant. We can also work with you on antitrust compliance generally and will tailor a compliance program that meets your needs and preferences.
Bankruptcy/Financial Distress/Troubled Suppliers and Customers. We are with our clients in times of financial distress, whether it is the client’s financial distress or that of its customers or suppliers.
Breach Claims and Related Strategies. We help clients analyze breach of contract issues, defenses and related strategies. We regularly support clients to ensure continuity of supply through emergency motions, deal with force majeure and other performance issues, and navigate exit events following termination of a contract or a transition.
Contract Drafting/Negotiation. We prepare state-of-the-art form document suites to streamline your contracting process. We also facilitate productive negotiations with vendors and customers. Here is a sampling of the agreements we draft and negotiate for our clients: distribution agreements; supply agreements; contract manufacturing agreements; tolling agreements; private label agreements; service agreements; consulting agreements; vendor codes of conduct; annual supplier representations and certifications; sales representative agreements; NDAs and non-circumventions; consumer and non-consumer warranties; consignment agreements; joint development agreements; license agreements; terms and conditions of purchase and sale; buy- and sell-side standard terms and conditions; and bailment agreements.
Cross-Border Counseling. We help multinational companies cope with the aggressive application of U.S. economic sanctions, export control, and FCPA laws to suppliers, particularly in high-risk environments like China, Southeast Asia, and Latin America. This includes all aspects of managing international regulatory risk in the supply chain, including supplier due diligence, assessing supplier risk, implementing state-of-the art supplier best practices, conducting supplier audits, and other aspects of mitigating and minimizing supply chain-related regulatory risk. Our Mexico City office allow us to provide additional support to manufacturing companies with operations and/or suppliers located in Mexico.
Distribution & Franchise. We assist you in analyzing all the facets of the supply chain when bringing in new dealers, distributors or franchisees. We are also there to navigate the dealer termination landmines found in state statutes across the country and act as your battalion when a termination or dispute goes awry.
Environmental and Social Compliance. We investigate the sustainability commitment of all vendors within the supply chain to ensure adherence to corporate standards. We advise clients regarding US DOT and US EPA requirements applying to reverse logistics operations and advise health care providers on reverse distribution. We also advise on matters related to child labor laws, conflict minerals reporting requirements, and other issues to keep you out of the news.
Government Contracting. We assist clients in ensuring that government contracting requirements are flowed down throughout their supply chain, as required. We draft supplemental purchase order terms and conditions that contain required flowdown clauses and teaming agreements for clients’ lower-tier subcontractors. We prepare policies, procedures, and checklists for clients to ensure compliance with government contracting requirements that impact their supply chain (e.g., specialty metals, Buy American Act, Trade Agreements Act, etc.).
Intellectual Property. You create valuable IP, and we protect it, by prosecuting patents and managing patent portfolios, developing monetization strategies, and defining IP rights in joint development scenarios.
Litigation. We work in several key industries, including automotive and manufacturing, handling some of the largest and most complex commercial lawsuits and arbitrations for both domestic and international clients, including Fortune 500 leaders. Our attorneys understand the challenges and risks of dispute management — whether trials, international arbitrations, mediations, or criminal or government investigations. Our attorneys are particularly sensitive to the additional risks inherent in supply chain disputes involving customers, suppliers, continuity of supply concerns, and future business awards.
Products Liability. We defend our clients against claims that their products contain defects in their design, manufacture, labelling or warnings. We evaluate insurance policies for applicable coverage and supply chain contracts for allocation of responsibility for the alleged defect. We also defend our clients in consumer class action litigation relating to warnings, defects or unfair competition.
Regulatory Product Compliance. We work with manufacturers, distributors and retailers to advise on compliance with federal, state and local regulations relating to product safety, labelling and warning requirements, including allocation of responsibility across supply chain contracts. We represent our clients before regulatory bodies like the Consumer Product Safety Commission, Food & Drug Administration, Federal Trade Commission and Environmental Protection Agency to defend or negotiate product recalls, safety bulletins or other consumer-facing remedies.
Training. We provide training to educate your purchasing, procurement and sales teams on best practices for managing risk and achieving efficiencies in the supply chain, including providing information on battle-of-the-forms and other commonly misunderstood legal issues. We also provide training to client procurement teams on government contracting flow down requirements.
Transactions. We represent your best interests during acquisitions, spinoffs, asset securitization, and bankruptcy sales. If you are exploring a merger/acquisition, we work with all parties to identify the best practices of each supply network and recommend how best to implement changes to move the new entity forward.
Vendor/Supplier Management. We help identify troubled suppliers within your current chain and address issues proactively.
The Foley Supply Chain Team regularly advises business leaders on anticipating and mitigating issues that can disrupt operations across industries. Some of the industries in which we have particular experience include the following:
Let Foley’s Supply Chain Team support your efforts to serve your customers, encourage your staff’s innovation and creativity, and prepare your business for a successful future. To learn more about how we can help you predict, avoid, and troubleshoot legal challenges in your supply chain, contact our team leaders, Vanessa Miller and Kate Wegrzyn.