Retail and Fashion
Each member of our Retail and Fashion Group must have two qualities: significant experience representing retail clients and recognized skill in an area of law that is crucial to helping those clients succeed.
Our team is designed to provide a comprehensive, coordinated approach to addressing the specific needs of clients in the retail sector. We enable clients to stay in front of pivotal and emerging issues impacting their business using our industry and legal knowledge, judgment, and creative problem-solving. The goal of our business is to make your business plans and strategies a success.
Depth and range define the practice. We represent retailers across the country and the industry—fashion and apparel, grocery, pharmacy and convenience, automotive and aftermarket, mall and shopping center owners, and general merchandise including department stores, hypermarkets, and big-box anchors.
Our work spans traditional brick-and-mortar retail—single sites, multiple sites, and national chains—as well as e-commerce. And lawyers in the group have worked with clients across the retail value chain, including product design, supply, and processing through marketing, franchising and distribution, and logistics.
The team includes lawyers with skill in data privacy and security, intellectual property, labor and employment, consumer financial services and payment systems, litigation, real estate, licensing, tax, bankruptcy and restructuring, mergers and acquisitions, and regulatory compliance. Retail clients have unique needs. We have retail-specific experience, the depth to offer seamless integration of services, and the creativity to develop customized legal solutions.
Ballard Spahr is a national leader in consumer credit law. We advise retailers on regulatory matters, assist in the design and implementation of credit products, and defend enforcement proceedings, class actions, and other lawsuits nationwide. We handle matters involving electronic payments, credit cards, debit cards, and other credit products and promotions. As new methods for reaching consumers emerge, our practice remains nimble to address evolving technologies in consumer relations and credit. Our attorneys have experience with email and electronic advertising issues as well as telemarketing—including our TCPA Task Force, which guides clients in handling issues arising under the Telephone Consumer Protection Act.
Data Security and Privacy
We help retail companies protect key information and build trust with customers. Our Privacy and Data Security Group conducts data asset audits, designs and executes comprehensive risk assessments, and helps clients develop information security systems and cyber-incident response policies and programs that comply with federal and state laws and regulations and utilize industry best practices. We assist with vendor management and policies, website accessibility, and consumer marketing regulatory compliance. Should a cyber incident occur, we are available around the clock to quickly mobilize a scalable response. We also provide training for employees—because most incidents begin with action by an individual.
Leading retailers—including some of the world's most famous brands—turn to Ballard Spahr to develop, manage, and leverage their intellectual property assets. We help companies in the retail space protect and enforce their trademarks, trade dress, patents, copyrights, and trade secrets worldwide.
We draft, negotiate, and enforce licensing agreements as well as domestic and international marketing and distribution agreements. We review advertising content for regulatory and legal compliance and help clients navigate the evolving frontier of advertising and engaging consumers in social media.
Should the need for litigation arise, our IP litigators combine courtroom experience with technical and industry knowledge to consistently achieve favorable outcomes for clients—through pretrial proceedings and, if necessary, judges, juries, arbitrators, and appellate panels.
Franchise and Distribution
The relationship between the companies that create goods and services and the franchisees, dealers, distributors, and sales representatives who market them is critical to the success of a retail business. We work closely with franchisers and co-ops, manufacturers, dealers, and distributors to help them retain their competitive position, preserve their business relationships, and—when necessary—resolve disputes. We negotiate and draft franchise and distribution agreements, counsel clients on expansion requirements, evaluate franchise proposals, and advise on agreements governing sales representatives. We also advise clients of their rights and obligations in the termination of a franchise or distribution agreement.
Labor, Employment, Benefits, and Compensation
A retail company's workforce is one of its most important assets and greatest challenges. We advise on labor and employment matters in both union and non-union retail settings. Our services cover the full range of workplace issues—from advising on employee policies and providing workplace training to handling issues involving misconduct, collective bargaining, contracts and agreements, benefits and executive compensation, and compliance under OSHA, the Fair Labor Standards Act, and the Americans with Disabilities Act.
Litigation and Dispute Resolution
Ballard Spahr litigators represent retail businesses in state and federal courts across the country as well as in international forums and alternative dispute resolution settings, including mediation and arbitration. We serve as litigation counsel for retailers in bringing and defending actions for a range of disputes, including antitrust and unfair competition, breach of contract, class actions, franchise litigation, landlord/tenant disputes, labor and employment law, and employee benefits matters.
We are national leaders in leasing matters, representing retail landlords and tenants across the country—in malls, strip centers, urban storefronts, and warehouse facilities. Our attorneys handle sophisticated real estate financing transactions, including tax-increment financing, tax credits, and other government incentives. We represent buyers and sellers of retail properties, carefully negotiating deals to protect and advance client interests. And we guide companies through the development and construction process—from site selection and due diligence to acquisition and land assemblage to zoning and permitting—for single stores, shopping centers, mixed-use developments, and corporate headquarters.
We support our retail clients by helping them minimize their tax burden and maximize the benefits of tax credits, deductions, and exemptions. We serve clients on all forms of mergers, acquisitions, leveraged buyouts, divestitures, investments and liquidations – involving public and private companies. We also analyze and structure real estate development and investment vehicles, including Real Estate Investment Trusts (REITs), real estate joint ventures, and real estate private equity vehicles. Our retail client advice includes not only federal tax advice, but also state and local planning, including transfer taxes. We also provide tax reporting advice, and represent clients in federal, state, and local tax controversies during all potential stages.
Transactions, Finance, and Securities
We represent clients in financing transactions through a variety of deal structures and project types to capitalize on trends and opportunities in the retail market. Our attorneys advise retailers on acquisition financing, asset-based financing, commercial loans, letters of credit, stock placements, and other borrowing structures.
Ballard Spahr's Securities and Capital Markets Group advises private and public companies at all stages of development on securities and capital-raising activities, as well as compliance matters, including compliance with SEC reporting, proxy, and disclosure obligations.
Our M&A and private equity lawyers have experience with a variety of deal structures, including large-scale leveraged buyouts, private equity deals, and joint ventures. We assemble a team of attorneys with acuity in taxes, securities, executive compensation, employee benefits, intellectual property, and real estate to handle every facet of a deal.
- We advise one of the world's largest apparel companies and owner of several iconic fashion brands on a range of issues, including corporate issues, mergers and acquisitions, and intellectual property matters. Our work includes handling the recent acquisition of a direct-to-consumer intimate apparel e-commerce retailer.
- We represent a privately held retailer with more than 640 convenience stores in matters involving corporate governance, employee benefits, executive compensation, tax, financing, and securities. We have handled numerous private placements of equity, debt, and tender offers; advise on lease transactions and property acquisitions; and counsel the company in compliance and litigation matters, including employee benefit plan litigation.
- We handle mergers and acquisitions for a global beauty products company. Recent representative matters include the $165 million sale of its hair care division to a leading household products maker.
- We provide ongoing intellectual property counseling and litigation services to a global leader in apparel, beauty products, and accessories with sales in excess of $12 billion and a workforce of more than 85,000. Recent cases include successfully defending the company in a patent infringement suit in federal court in New York.
- We represent a privately held, Forbes "Top 100" tire and wheel retailer in intellectual property, litigation, employment, privacy and data security, ADA compliance, and real estate matters. Recent successes include a "bet-the-company" trademark litigation case involving national rights to an eight-figure internet sales platform and protection of the company's trademark and domain name.
- We are counsel to a national supermarket chain on a range of real estate-related issues, including ground lease and other lease transactions in suburban shopping centers and mixed-use developments. Recently, we assisted the company in securing a long-term lease for 50,000 square feet for a mixed-use project.
- We represent a Fortune 500 automotive group in mergers and acquisitions. Our work includes the acquisition of numerous East Coast dealerships.
- We handle privacy and data security matters for an international car rental company. Our work involves handling multiple data incidents; PCI DSS compliance; sharing and disclosure notices under the Affiliate Marketing Rule; counsel on a new sales website; privacy risk assessments involving a third-party social media scraping tool and customer survey application; and the launch of a global records survey identifying international data transfers and classification levels for compliance with foreign data privacy and security laws.
- We represent a crafts and fabrics retailer in litigation. Recent cases include a class action in the District of New Jersey involving claims that unauthorized advertising promotions and sales were unlawfully texted to consumers' cell phones using a fully automated system, in violation of the TCPA.
- We represent a national retailer on the environmental aspects of site development. The client frequently calls upon us to conduct environmental due diligence during property acquisition and counsel on brownfield site development, particularly when stores are slated to be built on former refinery or manufacturing sites.
- We represent one of the country's leading owners, operators, and developers of retail real estate. Recent matters include handling the leasing, land use, contracts, and realty transfer tax issues involved in the redevelopment of a 1.4 million square-foot retail and transportation space in a joint venture with a REIT.
- We represent a world-famous fashion, apparel, and luxury goods brand on real estate acquisition matters. Our recent work includes successful negotiations to purchase a building for use as the company's U.S. flagship location.
- We represent a hypermarket client in dozens of site-acquisition transactions in the Mid-Atlantic, Utah, and California. Transactions have included sites for stand-alone stores, as well as ground-up development and sites being redeveloped or repositioned.
- We advise a privately held grocery chain in matters including reverse and build-to-suit lease agreements for store locations, as well as platting, establishment of governing declaration, impact fees, negotiations of leases for pad sites, and negotiations on mineral withdrawal agreements.
- We represent retail clients faced with government investigations. Our work includes representing an international jewelry retailer in a number of criminal investigations into sales tax issues.
- Bankruptcy and Restructuring
- Business and Transactions
- Consumer Financial Services
- Class Action Litigation
- Employee Benefits and Executive Compensation
- Environment and Natural Resources
- Fashion IP
- Fintech and Payments
- Intellectual Property
- Intellectual Property Litigation
- Labor and Employment
- Mergers and Acquisitions
- Privacy and Data Security
- Private Equity
- Real Estate
- Real Estate and Construction Litigation
- Real Estate Development and Transactions
- Real Estate Finance
- Securities and Capital Markets
- Securities Enforcement and Corporate Governance Litigation
- Trademarks and Copyrights
- White Collar Defense/Internal Investigations