DWT Restaurant Industry Practice Group

Restaurant Industry Practice Group

Davis Wright Tremaine LLP is an international full-service law firm representing clients located in the United States and around the world. Our team includes more than 500 attorneys covering a variety of practice areas with strong substantive teams in areas such as intellectual property, franchise and distribution, business transactions, retail leasing, employment, banking, real estate, environmental, tax, corporate finance, M&A, advertising, and litigation. The firm was founded in Seattle in 1908 on a simple guiding principle to provide clients with quality legal services in a manner that would exceed their expectations.

OUR RESTAURANT INDUSTRY PRACTICE GROUP

Restaurants are our passion. For more than 30 years, we have been proud to counsel, advocate for, and grow and protect many of the nation’s leading restaurant concepts, working in front of and behind the scenes on their most important matters.

We know that under the roof of any successful restaurant is an experienced team working seamlessly to serve the guest, and our Restaurant Industry Practice Group is founded upon the same platform. Today, more than 60 attorneys comprise our group, assisting clients in all 50 states and internationally, in more than 15 specialized substantive areas that impact restaurant brands.

Many attorneys in our group came to the legal professional with practical restaurant industry experience. Our chair, Riley Lagesen, spent several years in the business with successful concepts in Los Angeles, in every position from server to owner, prior to becoming an attorney.

Within our firm, and in the restaurant industry community, we consistently reinforce our commitment to serving our restaurant industry clients. In the past few years, we have attracted several partners from other firms with prominent national practices focused on serving restaurant industry clients. In addition, we have recruited and trained associate attorneys in key substantive legal areas to provide increased efficiency, depth, expertise and value to our clients. Our China practice has also experienced significant growth. In 2011, our former partner Gary Locke was nominated as the United States ambassador to China, and we are presently assisting many leading businesses with their China development.

We are frequent speakers at significant industry events, authors of articles in industry publications, and often quoted in the restaurant industry’s most widely-read trade journals. We publish our own restaurant industry publication, the DWT Restaurant Reporter, and host popular invitation-only educational and networking events for our restaurant industry clients.

In addition, we have fostered strong relationships with other businesses and people of importance to restaurant industry clients, including leading private equity groups, investment bankers, retail brokers, major concessions groups, accounting firms, executive recruiting firms, and resort, casino and hotel owners.

Controlling legal expense is critical for our restaurant industry clients and our services are provided with that fact firmly in mind. We have been pioneers in alternative-fee billing arrangements, offering a wide variety of services at fixed fees or other sensible arrangements. Our approach to business has created enduring relationships with our clients, which is what we value most.

For questions, do not hesitate to contact Restaurant Industry Group Chair Riley Lagesen, rileylagesen@dwt.com; or at 503.778.5217

OUTSIDE GENERAL COUNSEL | GROWTH AND DEVELOPMENT COUNSELING

Services we provide include:

 Outside general counsel to leading national, regional and local restaurant groups, managing legal needs across multiple substantive areas and locations

 Working with in-house counsel of established restaurant concepts to effectively manage outside legal services providers

 Assisting restaurant concepts with planning and implementing domestic and international growth strategies in both traditional and non-traditional venues and under a variety of transactional structures

 Assisting restaurant concepts with financing strategies, including private debt and equity offerings

 Educating restaurant concepts on development options in non-traditional venues, including airports, hotels, resorts, casinos, collegiate and corporate campuses, health care facilities, and stadiums and convention centers

CORPORATE FINANCE & SECURITIES

Services we provide include:

 Initial public offerings and private offerings of securities for restaurant concepts

 Growth stage financings for restaurant concepts

 34 Act reporting

 Providing counsel to restaurants regarding recapitalization and corporate restructuring transactions

 Assisting restaurant management in negotiating management equity incentive programs and ownership

Contacts:

MERGERS & ACQUISITIONS

Services we provide include:

 M&A and corporate counsel to strategic buyers in all stages of multi-unit acquisitions and providing all complementary services to the corporate transaction, including liquor license, real estate, environmental and franchising expertise in connection with the transactions

 Counsel to sellers in sales of multi-unit transactions

Contacts:

INTELLECTUAL PROPERTY

Services we provide include:

 Advising restaurant concepts on domestic and international trademark selection, clearance, registration and maintenance issues

 Counseling restaurant clients regarding trademark enforcement, trade dress identification and enforcement, infringement defense and other unfair competition disputes

 Representing restaurant concepts in litigation matters, including administrative proceedings before the Trademark Trial and Appeal Board (TTAB) related to enforcement and defense of cancellation and opposition proceedings, trademark infringement, and unfair competition matters before the U.S. District court

 Counseling restaurant clients on copyright registration and enforcement issues

Contacts:

Services we provide include:

 Advising restaurant chains on strategic expansion options for domestic and international growth including master franchising, area development relationships, joint ventures and other structures

 Structuring and documenting restaurant franchise and distribution programs, including drafting franchise agreements, master franchise agreements, area development agreements and collateral documents

 Drafting franchise disclosure documents, handling franchise registration filings, and counseling clients on franchise sales laws

 Advising restaurant systems on alternatives for structuring distribution relationships that avoid regulation under state and federal franchise disclosure and business opportunity laws

 Advising restaurant chains on the enforcement of their agreements with franchisees and licensees including the application of franchise relationship laws

 Advising restaurant chains on various franchise operational issues ranging from encroachment and underreporting to advertising, failure to adhere to system standards and other relationship subjects

 Advising restaurant chains on the launch of new strategic initiatives, alternative venue expansion, joint ventures and “combination” or “co-branding” relationships

 Addressing supply chain issues pertinent to franchise systems including counseling on pricing, territorial and customer exclusivity and other antitrust subjects

 Advising restaurant chains on matters pertaining to the transfer and termination of franchise agreements

 Negotiating settlements of disputes between franchise parties including representing clients in mediations

 Addressing franchise association issues

 Advising restaurant chains on consumer marketing strategies with the participation of franchisees

 Drafting financial performance representation claims for franchisors

 Advising restaurant chains in the sale or acquisition of franchise units including handling due diligence for clients involved in the acquisition of franchise systems

 Advising clients regarding foreign franchise sales laws including drafting disclosure documents and facilitating relationships with foreign franchise counsel

 Advise clients on pricing issues, territorial and customer exclusivity and other supply chain issues

 Advising buyers of area development and master franchises, joint ventures and negotiating related agreements

Contacts:

Services we provide include:

 Multi-state counseling for restaurant concepts on employment-related agreements, including "at will" employment agreements with appropriate non-competition, non-solicitation, confidentiality and work for hire provisions

 Drafting policies, procedures and executive employment agreements for hospitality clients

 Employment law review and updating on federal, state, and local levels for chain restaurant clients

 Serving as outside general employment counsel to restaurant chain clients

 Counseling restaurant employers regarding best practices for hiring; wage and hour compliance, including tip pooling; leaves of absence; investigation of harassment allegations; and terminating the employment relationship

 Defending restaurant clients in agency and state and federal court proceedings regarding discrimination, harassment and compliance issues

Contacts:

REAL ESTATE

Services we provide include:

 Multi-state leasing for established and emerging restaurant concepts

 Buy and sell-side leasing due diligence and review for buyers and sellers of restaurant chains

 Lease termination and lease renegotiation in multi-unit context

 Real estate restaurant sales and acquisitions

 Negotiation of "step in" rights with landlords for franchisors of franchised restaurant systems

Contacts:

ALCOHOL REGULATION

Services we provide include: Contacts:

 Serving as outside counsel to national restaurant chains on management of liquor license portfolios in all 50 states

 Assisting restaurant chain clients with obtaining liquor licenses on a national basis

 Assisting purchasers of restaurant chains with compliance issues triggered by a change in control and/or ownership of a licensed business

 Counseling clients on “Tied House” restrictions and assisting clients with the navigation of such restrictions

 Assisting restaurant chain clients with, labeling, advertising, distribution, compliance and violation defense

 Assisting wineries, breweries and distilleries obtain state licenses and federal permits and providing counsel regarding related regulatory issues

 Counseling clients regarding the distribution of alcoholic beverages and general compliance with state and federal alcohol regulatory laws

CHINA PRACTICE

Services we provide include:

 Assisting U.S. and international restaurant brands with all legal issues associated with entering China market, including real estate, intellectual property, and business formation

Contacts:

ADVERTISING, SOCIAL MEDIA, SWEEPSTAKES, GIFT CARDS

Services we provide include:

 Handling all aspects of legal compliance for national, regional and local restaurant sweepstakes, contests and trade and other promotions (including drafting official rules, reviewing ad copy, attending to applicable state registrations, drafting affidavits and releases, etc.)

 Counseling restaurant clients on the unique issues associated with online campaigns, including counseling on privacy, e-mail marketing and consumer protection issues

 Structuring message flows and calls to action for email and mobile marketing campaigns (text messages and e-mails to wireless devices)

 Advising on all legal aspects of restaurant marketing via social networking sites, including, compliance with FTC Testimonial Guidelines

 Drafting and counseling restaurant chains with respect to sponsorship agreements, promotion, advertising and public relation agreements, technology agreements (including mobile app and web site development agreements)

 Reviewing restaurant coupons, free and other offers

 Developing a broad range of user friendly guidelines to assist in-house marketing teams execute legally compliant campaigns

Contacts:

IMMIGRATION

Services we provide include:

 Immigration compliance and risk management counseling for restaurant concepts, including I-9 audits

 Negotiating resolution of immigration issues with government agencies

 Obtaining business visas for executives and employees of foreign restaurant concept clients

Contacts:

TAX

Services we provide include:

 Providing advice to foreign restaurant companies investing in the U.S. on alternative investment vehicles

 Drafting organizational documents for corporations, limited liability companies and partnerships

 Advising U.S. restaurant chains on expanding operations in foreign countries on U.S. tax ramifications of foreign investment

 Providing advice to restaurant chains on personal taxation issues to employees of U.S. companies working in foreign countries, and employees of foreign companies working in the U.S.

 Tax planning for restaurant chains to minimize U.S. income tax and maximum the foreign tax credit

Contacts:

Services we provide include:

 Consult on all aspects of food safety risk management

 Prepare food safety legal audits, to include review of contracts, insurance, etc.

 Prepare supplier agreements

 Handle all aspects of the legal response to a food safety event, including outbreak response and crisis management

 Advise on insurance coverage and related issues surrounding food safety claims

 Handle all litigation arising from outbreaks, including claims for personal injury and business interruption

LITIGATION

Services we provide include:

 Handling all aspects of litigation on behalf of restaurant clients around the country

Contact:

 Working closely with management to ensure that disputed matters are resolved efficiently and favorably

 Counseling restaurant clients in litigation avoidance and best practices

 Providing updates to restaurant clients with new developments in the law

Contacts:

EXECUTIVE COMPENSATION &

Services we provide include:

 Drafting and structuring of deferred compensation plans for restaurant chain clients, including non-qualified stock options, incentive stock options, warrants, and equity grants

 Drafting executive compensation agreements for restaurant executives

Contacts:

BANKRUPTCY

Services we provide include: Contacts:

 Providing bankruptcy advice to restaurant clients when a key supplier, franchisor, franchisee or lessor files bankruptcy

 Assisting clients in acquiring assets from sellers who are in financial distress or bankruptcy, including acquisition of multiple stores, single stores, IP and equipment

 Defending clients in bankruptcy "preference" litigation

 Advising restaurant clients who are in financial difficulty regarding options for workout or bankruptcy, and assisting in negotiations with creditors and landlords

 Apple American Group

 Audrey Saunders

 Baja Sharkeez

 Blue Ribbon Restaurant Group

 California Pizza Kitchen

 Carlson Restaurants

 Concept Entertainment Group

 Guy Fieri

 John Besh

 Kerry Simon

 Kona Grill

 Lark Creek Restaurant Group

 Lemonade Restaurant Group

 Marcus Samulesson

 Marmalade Cafe

 Matador Restaurants

 McCormick & Schmick's Seafood Restaurants

 Mendocino Farms

 P.F. Chang's China Bistro and Pei Wei Asian Diner

 Panda Restaurant Group

 Pasta Pomodoro

 Protein Bar

 Restaurants Unlimited

 Rick Bayless

 Round Table Pizza

 Ryan Magiarian

 Southern Hospitality BBQ

 Starbucks Corporation

 The Coffee Bean & Tea Leaf

 The Old Spaghetti Factory

 The Veggie Grill

 Top Pot Doughnuts

 Tyler Florence

 Zoes Kitchen