A Strong Link in the Food Chain
Agribusiness companies today face many issues that can impact productivity and profitability, including unpredictable weather patterns, supply chain disruptions, the evolution of precision agriculture, market and economic forces, and shifting consumer demands. Saul Ewing attorneys have extensive experience helping agribusiness companies meet these challenges. Our team brings together attorneys with experience in corporate, tax, environmental, real estate and intellectual property law to help clients manage risks while capitalizing on growth opportunities in the market. From regulatory matters and environmental compliance to financings and acquisitions, we help clients navigate the complexities of modern agricultural production.
From family farms to large agribusiness conglomerates, and the companies that service them, we represent a wide variety of industry participants, including:
- Farms and ranches, including livestock and crop producers, dairies, meat packers, and egg producers
- Vineyards and wineries
- Agribusiness cooperatives, producers distributors, licensors, brokers, vendors and agents
- Food and ingredient processors, transloaders and contract manufacturers
- Equipment manufacturers
- Natural and organic producers
- Agrichemical companies
- Horse farms and equestrian operations
- Investment funds, private equity companies, family offices and strategic investors—based in and outside of the United States—in their U.S. agriculture investments
- Family-owned farms
- Orchards, groves and value-added agriculture
- AgTech investors and developers
- Natural oil product companies, such as olive oil and vegetable oil
- Wholesale and retail companies, including grocery stores and convenience stores
We serve our rural clients with the caliber and sophistication of traditional large-market firms while maintaining our down-to-earth, collaborative approach to problem-solving and strategy.
Our team regularly advises agribusinesses on matters in the following areas:
- Administrative matters before the U.S. Food and Drug Administration, U.S. Department of Agriculture, and state agencies
- Regulatory compliance, including international exports
- Corporate
- Business formation, commercial agreements, governance, import/export matters, and expansion into new markets
- Financing: debt and equity capital raising transactions
- Mergers, acquisitions, dispositions, joint ventures and strategic alliances
- Investments by private equity funds, venture capital funds, wealth funds, strategic investors and family offices
- Domestic and international tax planning and Internal Revenue Service inquiries and disputes
- Real Estate, including the purchase and sale of land, financing, development, land use rights, zoning, and appeals
- Construction, including engineering, procurement and construction (EPC)
- Environmental, including air and water permits, riparian rights, defense of enforcement actions and other matters before state, local, regional and federal environmental authorities such as the U.S. Environmental Protection Agency and the U.S. Army Corps of Engineers
- Labor and employment, including immigration and employment-based visas, and Equal Employment Opportunity Commission and Occupational Safety and Health Administration matters
- Employee benefits and executive compensation
- Intellectual property, including matters related to patents, trademarks, trade secrets, copyrights, licensing, joint development agreements and merchandising
- Genetic development and breeding programs
- Cybersecurity, data privacy and agriterrorism
- Business succession and estate planning
- Bankruptcy and restructuring
- Production, processing, labeling, distribution and supply chain
- Animal health (genetics, vaccines and distribution)
- Carbon issues (soil emissions, carbon credits and compliance)
- Cooperative law for production cooperatives
- Litigation, including supply chain disputes, government investigations, nuisance claims, unfair and deceptive trade practice claims, advertising and labeling disputes, food safety litigation and class actions, and Perishable Agricultural Commodities Act (PACA) claims
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Key Contact
Saul Ewing attorneys advised on these select agriculture representations:
Producers
- A producer of meat and protein products in its sale to a private equity firm for $41 million.
- A food technology company in the sale of Class C company stock to the largest potato producer in Europe.
- An organic food supplier in the sale of assets and liabilities related to its agronomy business in Minnesota.
- A California-based ice cream manufacturer and distributor in an $11 million sale of assets.
- An organic food supplier in an international Grain and Feed Trade Association matter. Our client had purchased products from an international grain seller in India but later discovered that they contained pesticides, which prevented them from qualifying as organic. In the initial proceeding the arbitrator ruled that the grain seller had breached the contract, but also that our client had failed to mitigate via resale. On appeal, we obtained a reversal with our client receiving damages and attorneys’ fees.
- A family-owned potato farm in Massachusetts in a shareholder dispute between shareholders and a trust over the re-purchase price for the trust’s shares. We secured the dismissal of the trustee’s contract and tort claims and obtained a ruling that the trust was bound to the original re-purchase price offered by the companies.
Investors
- A family-owned investment company in the $900 million sale of a snack food brand business to a publicly-traded Fortune 500 food conglomerate.
- An agribusiness private equity investment fund in multiple purchases of cranberry marshes in Wisconsin.
- An investor in agriculture-related private debt in guiding a distressed loan from default to payment in full. We worked closely with the borrowers, a family-run farming operation, to settle with two large judgment lien creditors, requalify the farm for government loans, make operational improvements and refinance with a community bank, avoiding foreclosure.
Distributors
- A multi-state beverage distributor in connection with the purchase of controlling membership interests in an Illinois beverage distributor from private equity investors in excess of $115 million.
- A wholesale produce distributor and processor in the acquisition of a family-owned fruit and vegetable wholesaler based in Kansas.
- A multi-state beverage distributor in the negotiation of credit facilities, real estate transactions, Corporate Transparency Act compliance, and various asset purchase and sale transactions.
- A wholesale produce distributor in litigation to recover embezzled monies. We negotiated a $2 million settlement with two accounting firms and tried to verdict a suit against a check cashing business. The jury awarded $4.8 million in damages in favor of our client.
Other Entities
- A developer of technology-based products for indoor agricultural growers in a recapitalization and acquisition through a reverse triangular merger of an LED lighting solutions company.
- An importer of Japanese food products and ingredients in a $13.5 million asset sale to a leading specialty foods importer.
