Corporate

• 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 advise 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., a portfolio company.
• Representation of Tivoli Audio LLC in their private recapitalization by Summit Partners.
• Representation of the Mustang Group, the lead sponsor, in the acquisition of Vermont Teddy Bear in a going private transaction involving senior debt, sub debt, real estate, equity financing, and a management roll-over.
• Representation of a UK-based restaurant in its expansion to Washington DC.
• Multiple acquisitions nationwide for consumer electronics retailer in its growth from 10 to over 200 locations, including a public-to-public merger.
• Representation of Breakaway Ventures in its investments in IdeaPaint and Mission Products.
• Representation of lead sponsor in the acquisition of a specialty retail company in a going private transaction involving senior debt financing, sub debt financing, real estate lender financing, equity financing and a management roll-over.
• General Counsel to Not Your Average Joe’s restaurant chain in shareholder exchange offer and private placement, contract, trademark and copyright matters.
• Acquisition by China’s leading online web portal, sohu.com, of online gaming and other consumer-oriented businesses.
• Acquisitions and capital transactions by a major on-line travel company.
• Representation of client in connection with supply agreements for products manufactured in China and the Philippines as well as consignment agreements with a Canadian distributor.
• Representation of lead sponsor in the acquisition of a specialty retail company in a going private transaction involving senior debt financing, sub-debt financing, real estate lender financing, equity financing and a management rollover.

Acquisition, Financing and Development

• Representation of Federal Realty 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; and Hingham Shipyard; South Bay Center, Boston, MA; Crossroads Center, Bellingham, MA and the Shoppes at Blackstone Valley, Millbury, MA.
• Representation of Federal Realty, a national real estate 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 6 jurisdictions.
• Development and permitting of Swedish furniture retailer IKEA Property’s sustainable-design, mixed-use development in MA.
• Representation of developer in connection with the acquisition of a portfolio of 16 enclosed malls located in a number of states.
• Representation of a multi-disciplined development team in connection to Skyland Shopping Center in Washington DC, consisting of multiple buildings containing big box retail, small scale retail, multifamily properties and public outdoor space. Helped team secure many zoning entitlements necessary for the development and secured approval of the project from the DC Zoning Commission.
• Representation of a national retailer in connection with the acquisition of 19 leasehold estates in multiple locations nationally.
• Acquisition and development of numerous wholesale clubs and supermarkets.
  

Joint Ventures

• 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 sq.ft 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.
• Representation of a retail developer in joint venture with existing property owner for repositioning and redevelopment of a large shopping center property.
• Representation of New England Development in the $1.725B portfolio sale of 14 regional malls and the related management company to Simon Property Group joint venture.
• Representation of joint venture utilizing new technologies for improved efficiencies in a quick casual restaurant.
  

Leasing

• 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, Kissimee 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.
• Representation of a national “big box” retailer in connection with the leasing of its flagship downtown store in Chicago, IL.
• Leasing for franchisees of multiple Dunkin Donuts, Wendys and John Harvard’s Brew House locations nationally.
  

Distressed Retail

• 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, which should result 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 US 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.
• Ongoing 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 their Chapter 11 cases (Delaware).
• Counsel to shopping center landlords in Chapter 11 cases of Ames Department Stores, Inc., Bally Total Fitness, Barney’s, Blockbuster, Inc., Borders Group, Inc., Boston Market, Bradlees Stores, Circuit City, Discovery Zone, Great Atlantic & Pacific Tea Co. (A&P), KB Toys, Kmart, Linens ‘n Things, Loews Cineplex Entertainment, Merry-Go-Round Enterprises, Montgomery Ward & Co., Movie Gallery, Rich’s Department Stores, Sbarro, Inc.
• Representation of Gordon Brothers Group and DJM Asset Management in several non-public distressed asset transaction, including:
  • the acquisition and wind down of CompUSA, Inc.
  • the acquisition of substantially all of the operating assets of Quaker Fabric Corp. in its Chapter 11 case (Delaware)
  • the liquidation of underperforming stores in the Boscov’s, Inc. Chapter 11 case (Delaware)Rugged Bear (Massachusetts)
  • the acquisition and eventual liquidation of K’s Merchandise Mart, Inc
  • the acquisition and wind down of a major consumer electronics store.
• Special debtor-in-possession counsel for Tweeter Home Entertainment Group, Inc. in its Chapter 11 case (Delaware). 

Finance

• 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 an agent in connection with $145M revolving credit facility for national and international duty free retailer.
• Representation of an agent in connection with $42M revolving credit facility for northeast regional jewelry retailer.
• Representation of National City Retail Finance Group on provision of a $45M credit facility to Reeds Jewelers.
• Representation of NewStar Financial in its financing of Mo Industries, a high-end retail and apparel company.
• Representation of an agent for bank and other lenders in financings for several consumer based-products.
  

Intellectual Property

• 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 audio products company with forms of distribution agreements used with distributors mainly in Europe and the Far East as well as coordination of US and international trademark registrations.
• Representation of a food manufacturer and wholesaler in connection with commercial agreements and brand protection.
• Representation of manufacturer and wholesaler of frozen dessert ingredients and vending machines in connection with commercial agreements involving IP licensing.
• Representation of an international and domestic auto part supplier in a series of US trademark registrations, disputes and related matters.
• Advised wholesaler of picture frames and related products concerning use of copyrights, trademarks, trade dress, and design patents to protect product designs from infringement.
• Negotiated more than 10 major naming rights and/or strategic sponsorship transactions at various music, sports and other destination venues.
• Representation of several trademark owners in arbitration proceedings under the Uniform Domain Name Dispute Resolution Policy (UDRP) against registrants of domain names that were confusingly similar to the trademarks.
• Counsel to retailer defending trademark and trade dress infringement allegations involving health and beauty products.
• Representation of various retail clients in their cross-border IP and brand management, including protection in China.
  

Litigation

• 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.
  
  

Employment

• 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.
• Representation of Gordon Brothers and a national electronic retailer in all issues related to closing a nation-wide retail operation. Included wage and hour issues, severance and WARN issues and negotiating departures for high-level employees with contracts.
• Provide ongoing employment advice to Betsey Johnson including wage and hour issues, review of employment policies and procedures and ensuring state-by-state compliance.
• Representation of client in connection with executive agreements for a variety of retail clients.
• Representation of UK-based Farrow & Ball in US start-up operations and developing employee policy manuals.  

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
• Equity Office Properties
• Federal Realty Investment Trust
• General Growth Properties
• Gordon Brothers/DJM
• JMB/Urban Retail Properties Co.
• Levin Management
• Marketplace Development
• Mugar Enterprises
• National Development
• New England Development
• Retail Growth Systems
• Samuels & Associates
• Simon Property Group
• Streetworks
• TA Realty
• The Druker Company
• The Wilder Companies
• W/S Development

Retailer Representation

• Alfred Dunner
• Autopart International
• Betsey Johnson
• bluemercury
• BobVila.com
• Bose
• Calypso St. Barth
• Donald J. Pliner 
• elong.com
• Farrow & Ball
• Hearts on Fire
• IKEA
• J. Crew
• J. Jill
• Jordan’s Furniture
• kate spade
• Lindt Chocolate
• McGregor Fashion Group
• Not Your Average Joe’s
• Peek…aren’t you curious
• PETCO
• Rue La La
• 7 for All Mankind
• Soft Surroundings
• Sohu.com
• Splendid
• StavisSeafoods, Inc.
• Swarovski Crystal
• The Stop & Shop Supermarket Company
• Tory Burch
• Winston Flowers