Retail, Restaurant & Consumer
Our Retail, Restaurant & Consumer group brings together a unique and powerful team of corporate, real estate, employment, finance, restructuring, litigation, intellectual property and tax attorneys. Our team has decades of experience dealing with the business and legal issues facing retailers, e-tailers, landlords, owners, developers and prospective purchasers, restaurateurs, and consumer goods and services providers.
Our Retail group is recognized by Chambers USA for our “notable work for some of the most active retail developers, owners and tenants in the USA.” Chambers also acknowledges that the team has “experienced attorneys who are ahead of the game. They understand the interplay between the law and commercial reality… it’s the intangible which sets them apart - most good lawyers and firms have good knowledge, but in retail law the intangible is important too. The attorneys in this firm understand it, they understand the body language, the sensitivities, the relationships, and they have the ability to bridge the gaps and create ways to get across when there are differences in goals.”
We provide advice with respect to:
- Acquisitions, dispositions and mergers
- Environmental matters
- Executive compensation
- Intellectual property, trademark and copyright
- Joint ventures
- Permitting and zoning
- Public and private debt and equity financings
- Real estate
The Retail, Restaurant & Consumer group authors the firm's retail blog, Retail Law Advisor. The blog provides timely information about emerging trends and issues that may be facing businesses within the retail industry.
For further information about the Goulston & Storrs Retail, Restaurant & Consumer group, please contact our Co-Chairs, Nancy Davids, Matt Epstein and David Rabinowitz.
Representative Projects and Transactions
- Ongoing representation of Retail Convergence, Inc., the parent company of Rue La La and SmartBargains eCommerce sites, including advice with respect to the integration of social media for its websites.
- Ongoing representation of Betsey Johnson, a 50+ location international high-end clothing retailer founded by world-renowned fashion designer, in all corporate, finance, leasing, data security, employment, risk management and other operational matters, and in the out-of-court restructuring of its long term debt and equity, including advice on IP and eCommerce matters.
- Representation of McGregor Fashion Group B.V., a leading European fashion house with apparel sold in 290 branded stores (and 3000 multi-brand stores) in Europe and the Middle East, for its entry into the United States retail market.
- Representation of Boston Culinary Group, a leading provider of food and beverage concessions services, in its merger with Centerplate, Inc., a Kohlberg & Co. portfolio company.
- Representation of Tivoli Audio LLC in its private recapitalization by Summit Partners.
Acquisition, Financing and Development
- Representation of Federal Realty Investment Trust, a national real estate investment trust, in connection with creating the complex ownership structure for Assembly Row in Somerville MA. This mixed-use property is made up of multiple parcels and is entitled for up to 2,100 residential units, 1.75 M sq. ft. of commercial space, 512,000 sq. ft. of retail, restaurant and cinema space, and a 200 room hotel. In addition, Goulston & Storrs provided counsel in connection with structuring a series of transactions with AvalonBay for AvalonBay to develop the first two parcels. Both will include both ground floor retail space and residential rental units above. This project also included Brownfields redevelopment, a new MBTA rail station, condominium ownership structuring, improvements to state owned parks, REIT tax and other compliance issues and retail leasing.
- Parcel assemblage, permitting, and financing of hundreds of mixed use, lifestyle centers, regional shopping malls and power centers, such as CambridgeSide Galleria; Chestnut Hill Square; Legacy Place, Dedham; The Natick Mall; The Shoppes at Derby Street; Patriot Place, Foxboro; Hingham Shipyard; South Bay Center, Boston, MA; Crossroads Center, Bellingham, MA; and the Shoppes at Blackstone Valley, Millbury, MA.
- Representation of Federal Realty Investment Trust in the acquisition of a portfolio of shopping centers in New England, including multiple reverse 1031 exchanges and loan assumptions as well as post-closing development.
- Representation of a developer in the acquisition from a major REIT of a $110M portfolio consisting of 11 shopping centers in six jurisdictions.
- Development and permitting of Swedish furniture retailer IKEA Property’s sustainable-design, mixed-use development in MA.
- Representation of a developer in connection with the acquisition of a portfolio of 16 enclosed malls located in a number of states.
- Representation of Bank of America’s Retail and Apparel group in financings for Linens ‘n Things ($150M), Barnes & Noble, Inc. ($745M), Lands’ End ($200M), Ross Stores, Inc. ($600M), Brookstone ($80M), GameStop ($75M), and Claire’s ($60M).
- Representation of Wells Fargo Foothill’s Restaurant Group in credit facilities to various restaurant chains (including Jamba Juice, Marmalade Café and Mastro’s).
- Representation of a national retail chain debtor-in-possession in closing a $125M debtor-in-possession financing secured by assets in 44 states.
- Representation of an agent bank in a $350M revolving line of credit for a Canadian-based distributor of computer peripherals, with subsidiaries in more than 20 countries.
- Representation of Bank of America as Agent Bank in a $70M transaction where Centre Partners and Fairmont Capital were co-sponsors, acquiring a controlling interest in Garden Fresh Restaurant Corporation, a restaurant chain consisting of over 100 locations.
- Representation of Federal Realty Investment Trust in connection with multiple separate joint venture arrangements and the acquisition of a controlling interest in Plaza El Segundo in California. In connection with the acquisition, Goulston & Storrs provided counsel regarding the securitized lender’s consent to the equity transfer and various modifications to an existing $175M loan. This 381,000 square foot mixed-use retail and restaurant property is adjacent to an 8.1 acre developable land parcel, which was also acquired in the transaction. The project also included Brownfields redevelopment and significant tax compliance issues.
- Representation of retail real estate developers in numerous joint ventures with existing property owners for new construction, including a mixed-use office and lifestyle center with a state of the art cinema offering food and beverage service.
- Representation of Federal Realty Investment Trust in connection with the formation of a joint venture and acquisition of a controlling interest in Montrose Crossing, a 357,000 square foot existing shopping center with an adjacent developable parcel in Maryland. The $127M purchase also involved an $80M loan from Allianz Life Insurance Company of North America.
- Representation of CBL & Associates Properties, Inc. in the formation of a $1B joint venture with TIAA-CREF to invest in market-dominant shopping malls nationally.
- Representation of a large NYSE-traded mall REIT with respect to its capital markets transactions, complex property portfolio transactions, joint ventures and general board and management advisory work.
- Representation of a joint venture between O’Conner Capital Partners and The Wilder Companies in the $500M acquisition of The Flatley Company portfolio of shopping centers in New England.
- Representation of a retail real estate developer in multiple joint ventures with office and residential real estate developers for multi-purpose mixed use new construction projects.
- Leasing of hundreds of mixed use and lifestyle centers and enclosed shopping malls, such as:
- CambridgeSide Galleria, Cambridge, MA
- Chestnut Hill Square, Newton, MA
- Centennial Lakes, Edina, MN
- Garden City Center, Cranston, RI
- Hingham Shipyard, Hingham, MA
- Legacy Place, Dedham, MA
- Lynnfield Crossing, Lynnfield, MA
- Northborough Crossing, Northborough, MA
- Patriot Place, Foxboro, MA
- Prudential Center, Boston, MA
- Reston Town Center, Reston, VA
- South Bay Center, Boston, MA
- The Loop, Kissimmee, FL
- The Loop, Methuen, MA
- The Shoppes at Derby Street, Hingham, MA
- Wisconsin Place, Chevy Chase, MD
- National roll-outs for J. Crew, J. Jill, kate spade, Swarovski Crystal, Betsey Johnson and Not Your Average Joe’s.
- Representation of various landlords nationally in negotiation of big box leases, including: Barnes & Noble, Bed, Bath & Beyond, Best Buy, JCPenney, Michael’s, Sports Authority, TJX/Homegoods/Marshalls/Wegmans and Whole Foods.
- Representation of landlords in numerous long-term ground leases to tenants such as Lowes, Wal-Mart, Home Depot and Target, and negotiation of operation and easement agreements.
- Lead debtor-in-possession counsel to Magic Brands and Fuddruckers, the owner, operator and franchisor of over 200 fast casual restaurants in the United States and Canada, in their Chapter 11 reorganization in the Bankruptcy Court for the District of Delaware. Court confirmed our clients’ Chapter 11 plan in June 2011, resulting in a significant distribution to unsecured creditors.
- Representation of Gordon Brothers Group and DJM Asset Management in the acquisition of the Casual Corner, Petite Sophisticate and August Max businesses from Retail Brand Alliance, Inc. and the disposition of their inventory and leases for over 550 retail locations in 45 U.S. states and Puerto Rico.
- Representation of a Betsey Johnson LLC, a major New York based women’s apparel designer, wholesaler and retailer, in the out-of-court restructuring of its long term debt and equity.
- Representation of the Official Committee of Unsecured Creditors in the Chapter 11 reorganization of Elephant & Castle Group, the operator of British-style pubs in the United states and Canada.
- Special counsel to Hoop Retail, LLC (prior owner of Disney Stores) in connection with its Chapter 11 cases (Delaware).
- General representation of MooBella including with respect to its multi-year supply and license agreement and follow-on equity financings.
- Representation of a privately owned international investment group in the licensing rights for the retail roll-out of Saks Fifth Avenue in the People’s Republic of China and Macau.
- Counsel regarding trademark registration, enforcement and defense to both national chain and single operation restaurants.
- Management of trademark portfolios for various retail companies including a women’s fashion warehouse and a national home entertainment retailer, including filings, transactions and disputes.
- Representation of non-profit fair trade organization in negotiating certification and license agreements with companies such as Starbucks, Ben & Jerry’s and Procter & Gamble.
- Representation of Not Your Average Joe’s restaurant chain in contract, trademark and copyright matters.
- Representation of retail center owners and developers in a variety of matters including permitting and entitlement disputes, municipal fee disputes, ADA issues, insurance matters, commercial landlord tenant cases, COREA and CAM disputes.
- Representation of a major supermarket company in numerous permitting litigations.
- Representation of clients, (parent to a number of former and current retail apparel companies), in a dispute against a national receiving/processing/shipping company for failure to timely deliver merchandise to stores for holiday sales.
- Provide advice and litigation services to high-end electronics retailer regarding credit card privacy and security issues and product liability matters.
- Advice to a retail mall owner in responding to an investigative subpoena from Mass Department of Revenue.
- Representation of retail center owners in connection with broker’s fee litigation.
- Counsel to retailers in connection with data privacy breach issues.
- Representation of Shreve Crump & Low on employee policy manuals and general employment advice.
- Representation of Canada’s premier lingerie retailer with start up of US operations, development of employee policy manuals, hiring materials and protocols.
- Representation of fast food chain specializing in Japanese cuisine in employee-related litigation and compliance with MA Health Law Reform.
- Representation of multi-location casual dining restaurant chain with respect to employee policy manuals and compliance with MA Health Reform law.
- Representation of eLanes, LLC on employment issues arising from their acquisition of quick serve restaurant franchises in Texas and hiring of franchise employees.
Developer and Landlord Representation
- American Continental Properties
- Beacon Capital Partners
- Berenson Associates
- Boston Properties
- Boylston Properties
- Capstone Investments
- Carpenter & Co.
- Centercorp Retail Properties
- Centro Properties
- Edens & Avant
- Alfred Dunner
- Autopart International
- Betsey Johnson
- Calypso St. Barth
- Donald J. Pliner
- Farrow & Ball
- Hearts on Fire
- J. Crew
- J. Jill
- Jordan’s Furniture