Morrison & Foerster has special expertise in counseling clients in the wine industry—the wineries and vineyards themselves, as well as investors. We have longstanding relationships with, and routinely work with, financial institutions that lend to the wine industry.
Through our years of advising wine industry clients, we provide an insider's knowledge of the issues our clients face in their strategic acquisitions, divestitures, and alliances, and ongoing business operations. Through our global offices, we are able to advise on and facilitate cross-border alliances, acquisitions, and divestitures.
The range of legal resources that we can marshal in transactional matters enables us to provide assistance in handling all aspects of a complex and multifaceted project or dealing with regulatory issues. We are experienced in the negotiation and documentation of acquisitions and divestitures, including all aspects of real estate, finance, corporate, and securities law involved in the transaction, as well as complex financing arrangements using sale-leaseback structures, syndications, and other lending arrangements. Our comprehensive due diligence capabilities include real property and environmental concerns. Our specialties include structuring and negotiating wine distribution and franchise programs and termination of wine distributor agreements, valuation of trademarks and trade names, and regulation of investment by foreign entities and persons in the U.S.
In advising our wine clients on their business operations and day-to-day operations, we routinely assist with working with agents, syndicate members, and other participant financial institutions providing working capital and long-term financings to support our wine clients’ working capital needs, construction and project development projects, equity restructurings, and acquisitions. We advise on environmental compliance and permits, including compliance with California’s wastewater and storm water discharge requirements and with the state's Proposition 65. Other areas of operational expertise include implementing, financing, and developing clean technology, climate change, and sustainability initiatives; public reporting and compliance with state and federal securities laws; obtaining licenses from federal and state agencies for wine-making and retailing operations and assistance with related regulatory considerations; filing and protecting trademarks and trade names; labor relations with winery and vineyard employees; and arbitration and dispute resolution.
Our wine industry clients include Ascentia Wine Estates, Astrale, Calera, GESD Capital, Markham Vineyards/Mercian, Ravenswood, Rabobank International, Robert Mondavi, Terra, VinTrust LLC, and WineCommune LLC.