Agribusiness has grown into a $3 trillion market in the United States, and Buchalter advises and represents some of the largest and most innovative players in the sector.
From agricultural lenders and investors, food growers, food processors, packers, marketers, and distributors, to wineries and cannabis and hemp producers, our clients are based across the Western United States, and they conduct business globally, from Canada to Chile, Portland to Peru, and many points between, including Mexico.
Route to Market
Buchalter’s full-service counsel meets the needs of agribusiness clients at every point of the route to market.
From business practices that trigger anticompetitive claims to new financing resources and global market volatility, the issues challenging agribusinesses involve complexities rarely covered by a handshake agreement. We provide cost-efficient, big-picture counsel that reflects this fast-moving industry. Areas we advise on and representative experience include:
- Represent lenders in advising and documenting hundreds of millions of dollars in loans secured by real and personal property collateral, including various crops and their proceeds as well as issues arising in connection with PACA, PASA, and individual state’s agricultural liens.
- Enforced hundreds of millions of dollars in loans by invoking the UCC to make creditors whole. Exercise secured rights and remedies to foreclose on crops and crop proceeds, recover funds from competitors, stop them from selling stolen crops, and litigate interpleader actions.
- Represent secured parties in asserting cash collateral rights and maximizing recoveries in grower chapter 11 bankruptcy cases.
- Represent senior secured lender in maximizing recoveries in chapter 12 family farmer bankruptcy.
- Prepare intercreditor and subordination agreements involving some of the largest crop and working capital lenders in the world.
- Provide cradle-to-grave representation in financing operations of a winery and vineyard, as well as the workout and final disposition of assets.
- Create and license agrifinance entities with the California Department of Business Oversight (DBO) for lending to growers, suppliers, and producers of agriculture.
- Draft all forms for domestic and international financing deals.
- Use Letters of Credit to backstop core obligations and for financing international purchases of a large produce packaging facility.
- Guide financings with Rabobank and other financial institutions.
- Handle all aspects of out-of-court restructurings, mediation, litigation (including bench and jury trials), and getting court-appointed receivers to properly manage assets.
- Experience with all pre-judgment and post-judgment enforcement remedies, including writs of attachment, execution, and possession
- Document numerous (exclusive and nonexclusive) marketing agreements for tomatoes, asparagus, Brussels sprouts, strawberries, blueberries, blackberries, etc.
- Represent distributor in acquiring approx. $1B in kiwifruit and hundreds of millions in apples and other products.
- Handle all aspects of marketing and distribution for products imported internationally, including Mexico, Chile, Peru, New Zealand, and Europe
- Lead numerous distributors in creating vertical integration and joint ventures with growers through special purpose entities (SPEs).
- Represent a distributor in acquiring a majority ownership in an avocado grower.
- Represent a marketer in acquiring ownership in table-top strawberry productions.
- Represent parties in diversifying supply chains with ownership stakes in international companies with year-round production of key produce categories
- Handle sanctions compliance issues for sales involving foreign entities.
- Formulate protections for global distributors to address exchange rates and differences in currencies and prices.
- Represented a national bank as lender in the structuring, negotiation and closing of a $30 million secured revolving line of credit and term loan facilities to one of the largest U.S. distributors of Mexican soft drinks and food products. The facilities included collateral located in Mexico.
- Represent licensees in acquiring and protecting trademarks for selling produce under household brand names.
- Represent licensors in asserting and enforcing all intellectual property rights – domestic and foreign.
- Handle all transactional and litigation needs for intellectual property, including temporary and permanent injunctions
For Trademark:
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- Develop and manage and international trademark portfolios.
- Provide advice, counseling, and implement strategies and systems for Internet enforcement of trademarks.
- Provide advice, counseling, and implement strategies and systems for registration of trademarks with US and foreign border control agencies.
For Patent:
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- Develop and manage and international patent portfolios for technology related to agribusiness.
- Perform diligence related to purchasing and selling patent assets.
- Prepare agreements for brokers and drivers for transporting perishable food throughout North America.
- Prepare warehouse agreements for cold storage and dry-pack facilities across the country.
- Represent distributor and marketer in build-to-suit warehouse facility of over 100,000 square feet.
- Advise on compliance to PACA and PSA requirements and measures to align business practices with regulatory obligations.
- Manage issues related to PACA-protected products and claims during assertion of creditors’ rights.
- Handle enforcement of statutory agricultural liens and PACA trust rights in numerous states.
- Assisted a wheat processing client regarding regulatory laws and requirements for “organic products” labeling.
- Develop procedures for clients to comply with all regulatory agencies affecting Agribusiness and Agrifinance.
- Interact with regulators at all levels over potential compliance and enforcement issues, including reparations and sanctions.
- Represent employers in documenting all types of employment and independent contractor relationships.
- Advise on potential joint-employment issues and responsibilities.
- Handle all complaints and required documents with the EEOC.
- Successfully litigate labor and employment issues in state and federal courts.
- Advise clients on estate planning issues affecting multi-generational transfers and farm properties.
- Analyze current and proposed tax laws affecting estate plans and strategies.
- Prepare all estate and trust documents to effectuate client goals.
- Represent clients in probate and estate litigation.
- Water Treatment (waste water and storm water)
- Document transactions involving all types of water rights, including water from waste, storms, and wells.
- Represent public agencies and private businesses from advising clients regarding the applicability of applicable laws, to guiding clients through a permitting or entitlement process, to defending against enforcement actions.
- Experience representing clients before all major regulators, including the U.S. EPA, the State Water Resources Control Board, the California Department of Toxic Substances Control, the South Coast Air Quality Management District, and the Los Angeles Regional Water Quality Control Board.
- Handle all aspects of litigation to defend clients against alleged violations of state and federal environmental laws.
- Representation of solid waste disposal facilities, electrical power plants, oil refineries, and manufacturing facilities in environmental permitting and compliance matters.
- Handle everything from due diligence, land acquisition, eminent domain and financing to securing entitlements, leasing, CC&Rs, compliance with the California Environmental Quality Act (CEQA) and the National Environmental Policy Act (NEPA), and state and federal regulatory permitting (wetlands, species, coastal issues).
- Assist clients in obtaining development and environmental permits and project approvals for power plants, schools, mixed use, and industrial development projects.
- Solar and Renewable Energy law.
Buchalter’s decades of agribusiness experience help clients take advantage of new opportunities, protect current investments, and mitigate risks throughout the commercial agricultural cycle.
We are often called upon to serve as outside general counsel to some of the largest marketers, distributors, and producers of fruits and vegetables sold in the nation’s largest food retailers, such as Costco, Walmart, Kroger, Loblaws, and Albertsons.
Full-Cycle Counsel to Agribusinesses
Backed by a full-service legal team, Buchalter’s agribusiness attorneys have a solution at the ready to the wide gamut of legal issues that arise, including:
Corporate and Transactional Law
Business planning and operation matters, business formation, tax planning, tax issues, both planning and audits, including DISCs, licensing, mergers, acquisitions, joint ventures, distribution agreements and succession, to name a few.
Banking and Finance
Extensive depth in financing transactions, including acquisition loans, crop and working capital lines of credit, equipment loans, and real estate loans. Development of the first, and subsequent, factors in the hemp/cannabis space.
Insolvency and Financial Solutions
Restructurings, workouts, and asset liquidations for a range of clients, including wineries. Secured and unsecured creditor representation in agribusiness bankruptcies under chapters 11 and 12.
Real Estate, Land Use and Environmental
Land acquisition, permitting, zoning, environmental, Proposition 65, regulatory, and water issues.
Litigation
Marketer-grower disputes, antitrust claim prevention, UCC enforcement, interpleader litigation, overspray, pesticide/adjuvant application and resulting crop damage, and multiparty and cross-jurisdictional actions.
Consumer Product Safety
Labeling and FDA compliance; on-call team ready for high-stakes litigation, including class actions, product recalls, and regulatory claims.
Intellectual Property
Trademarks and patent law brand protections in the United States and overseas.
Labor and Employment
Employment policies and procedures, handbooks, employment claim prevention and management, related temporary housing issues, and matters relating to labor organizations and collective bargaining.
