• Vineyard, Wine & Beverage

    The Vineyard, Wine & Beverage Practice Group at Manatt, Phelps & Phillips, LLP, represents some of the nation’s foremost wineries, breweries, distilleries and vineyard owners, as well as their investors, lenders, importers, exporters, distributors, brokers and retailers.  With the broad platform of a national firm and decades of industry experience, Manatt is uniquely positioned to present an interdisciplinary, industry-focused approach to legal services in these heavily regulated and competitive industries.  Our lawyers can thus bring to their practice not only the highest level of legal expertise, but also a profound and pragmatic understanding of the issues facing industry clients.  This perspective allows us to offer a true, competitive advantage to our vineyard, wine and beverage industry clients.  Simply put, we add value.

    Unique among the competition, Manatt’s breadth of practice allows us to offer a complete line of services to our vineyard, wine and beverage industry clients.  We counsel our clients on critical issues regarding brand protection, including copyright and trademark protection.  We help our clients design and implement compliant advertising and promotional campaigns.  We provide national litigation service and counsel clients at every stage of a controversy – proactive problem avoidance, effective settlement negotiation and vigorous advocacy in court.  We have deep experience in mergers and acquisitions, business formation and other corporate matters, as well as with importation, distribution, grape supply and similar agreements.  We provide unparalleled experience in real estate, finance, and land use matters, offering strategic counseling on matters ranging from vineyard acquisitions to winery and production projects, leases, credit facilities, mortgage originations, and entitlements.  We are experienced in governmental and regulatory matters and provide an unrivaled breadth of public policy and advocacy services.  We have extensive  in all areas of tax, income, gift and estate planning for winery and vineyard owners and their families, including business succession planning, the passing of assets to the next generation and philanthropic and tax planning.  In short, we provide nationally recognized services in virtually every substantive area of expertise that our vineyard, wine and beverage industry clients might require.

    These clients number among the most well-known wineries, brewers, distillers and vineyard investors in the industry.  They include The Ciatti Company, Citicorp USA, Inc., Cline Cellars, Comerica, Cuvaison Winery, Family Winemakers of California, Francis Ford Coppola Winery, Hanzell Vineyards, Heron Wines, Kendall Jackson / Jackson Family Investments / Jackson Family Wines, Plata Wine Partners, Prudential Insurance Company of America, Silverado Premium Properties / Silverado Winegrowers, Starlight Vineyards, Sutter Home Winery, Trinchero Family Estates, Via Pacifica Wine Company, and Winery Exchange.

    Areas of Focus

    Advertising, Marketing & Media
    Whether you're a winery in Napa, a vineyard in Monterey, a beverage distributor in New York City, or a grape supplier in Sonoma, you want a law firm that understands your goals: to grow, maintain or establish a competitive marketplace advantage and help leverage and protect your creative assets. From start-ups to global brands, clients rely on our team of advertising and marketing attorneys throughout California, New York and Washington, D.C., to create, disseminate and defend their marketing messages around the world.

    Our expertise extends to many highly-regulated industry categories - vineyards and wineries notable among them - where marketing and sales practices are subject to a myriad of unique and often esoteric federal and state regulatory obligations. Our advertising and marketing attorneys have in-depth knowledge of virtually all federal and state laws and regulations that may impact or govern regulated offers. Our review of advertising and marketing materials takes into consideration the specific issues that arise in broadcast, print and digital and social media and encompasses the review of product claims, structure of sweepstakes and contests, and liability associated with blogging and user-generated content.

    Corporate, Transactional, Mergers & Acquisitions

    We provide corporate and transactional counsel to a wide range of wine, beer and spirits producers, importers, distributors, brokers and retailers, both in the U.S. and abroad. From the simplest, short-term grape supply contract to the most complex M&A structures, Manatt's corporate team advises and protects wineries, breweries, distilleries, importers, brokers and other wine and beverage industry professionals in all of their corporate and business dealings. These include structuring, financing and formation of new ventures, acquisitions and divestitures of winery, brewery and distillery businesses, grape supply and brokerage agreements, custom crush agreements and importation and distribution agreements.

    Manatt adds value to our clients by properly structuring mergers and acquisitions that help small operations become large and help large companies further expand their competitive edge. Our attorneys serve as strategic business advisors, helping clients evaluate the risks and rewards of a potential transaction and solving problems that arise during the course of the negotiation and execution of the proposed transaction to their maximum advantage. Because many wineries are closely held or family-owned businesses, many of our clients seek our advice on often complex matters relating to preacquisition planning, ownership transfer and succession issues. We seek first to understand the personal motivations and goals of our business owners, and combine this with our industry experience to structure a sale or other ownership transition that addresses our clients' concerns and achieves all parties' personal and business goals..

    Dispute Resolution and Litigation

    Manatt handles high-profile cases covering the entire spectrum of disputes: civil and criminal, trial and appellate, regulatory and administrative, arbitration and alternative dispute resolution, in the U.S. and around the world.

    For our vineyard, wine and beverage industry clients, Manatt's litigation department has handled real property and land use disputes involving vineyards and wineries, insurance coverage actions, construction defect claims, employment disputes, Proposition 65 and ADA claims, and environmental enforcement actions. We also advise industry clients in disputes and litigation involving termination of distribution and importation agreements, terminated mergers and acquisitions, and partnership and ownership disputes among business owners.

    Employment and Labor

    Manatt's attorneys offer our vineyard, wine and beverage industry clients comprehensive employment and labor counsel. Our attorneys understand the unique and often intricate employment and labor considerations of the industry. We work in partnership with clients, adding value by serving as an extension of their in-house human resources and legal groups.

    Our attorneys apply their years of experience, extensive employment law skills and the firm's substantial national resources in establishing employment policies and procedures (and designing training and auditing programs) designed to ensure compliance with the law, educating and guiding companies through federal and state regulatory employment and labor laws, and providing clients with aggressive and effective representation before courts, administrative agencies, arbitrators and mediators.

    Environment and Natural Resources

    We have a depth of experience and skill in dealing with the interaction of increasingly complex environmental and energy regulations that confront every company doing business in the United States, especially those we service in the Vineyard, Wine & Beverage Practice Group. We help our vineyard, wine and beverage industry clients with a multifaceted range of environmental issues that impact their everyday operations, such as hazardous waste disposal liability, land use and development, natural resource exploration and exploitation, "green" operations and development, management of endangered species and coastal resources, use of pesticides and insecticides, and environmental due diligence in acquisition transactions.

    Members of our team have worked for the U.S. Environmental Protection Agency and U.S. Department of the Interior, have held senior environmental regulatory positions in California and other state governments, and have headed local planning commissions. Manatt's environmental lawyers have the practical experience to give sound counsel to our vineyard, wine and beverage industry clients on these and many other concerns. Using Manatt's nationwide litigation capability, we act as counsel for plaintiffs and defendants - individual property owners and multinational corporations - in numerous environmental contamination cases, environmental class actions, chemical exposure cases, regulatory actions, and Proposition 65 actions.

    Family Wealth Transfer Planning and Trust and Estate Administration and Litigation

    Manatt's attorneys advise clients regarding the use of revocable trusts and all manner of irrevocable trusts to transfer wealth to succeeding generations in an estate, gift, and generation-skipping, transfer tax-efficient manner that implements clients' personal wealth transfer strategies. We counsel owners of closely held businesses, including owners of vineyard land, wineries and other businesses related to the wine and beverage industries, with regard to proper business structure and succession planning. We incorporate into our clients' plans those philanthropic, asset protection, lifetime gifting and tax management strategies that reflect each client's values and needs.

    Government and Regulatory

    Our Vineyard, Wine & Beverage Practice Group is supported by Manatt's preeminent national government and regulatory practice, whose professionals draw on their extensive knowledge, experience and contacts to provide an unparalleled breadth of public policy and advocacy services for our vineyard, wine and beverage industry clients. Manatt's substantive understanding of these industries and our government specialists' relationships with public regulators and decision makers enable us to successfully develop, advocate and implement integrated business, legal and government strategies and activities. Manatt professionals have served as ambassadors, presidential appointees, legislators and congressional staff; as such, they maintain strong and continuing relationships with key executive- and legislative-branch officials and their staffs in both political parties at the federal, state and local level.

    We specialize in assisting vineyard, wine and beverage producers, retailers, suppliers, importers and distributors in complying with the labyrinth of product safety, environmental, distribution and other regulations and laws in California and throughout the United States. We counsel our clients on interstate shipping laws, environmental compliance and the myriad federal and state regulations involved in the production, marketing and distribution of wine, beer and spirits. We help our clients obtain licenses from federal and state agencies for winemaking, retailing, distribution and importation operations, as well as Trade and Tax Bureau label and formula approvals.

    Real Estate, Land Use and Finance

    Manatt's attorneys have a broad background in all areas of finance, real estate and land use relevant to the vineyard, wine and beverage industries. Our professionals are among the premier real estate and development advisors in the nation. They deliver the transactional expertise, market insight and advocacy necessary to the completion of successful and expeditious projects, from land acquisition through financing, vineyard development, entitlement, construction, leasing and disposition. Our real estate practitioners are effective because they combine in-depth knowledge of the vineyard, wine and beverage industries with their in-depth knowledge of the law. We also maintain an active and sophisticated practice representing lenders, borrowers and investors in winery and vineyard development financings, lease facilities, revolving credit and term loan facilities, and related debt and equity restructurings.

    Trademark and Copyright

    Manatt's vineyard, wine and beverage practice encompasses all facets of intellectual property licensing, counseling, registration and litigation. Our attorneys combine aggressive intellectual property protection and effective leveraging strategies to help our wine, beer and spirits industry clients select, clear, register, enforce, and defend trademarks, register and enforce copyrights, obtain and enforce patents, and develop, maintain, license, and protect trade secrets and business processes.

    We understand that the trade names and trademarks of a wine, beer or spirits business are crucial to the success of its brands. We therefore work with our vineyard, wine and beverage industry clients to ensure that a producer's name, label design and proprietary artwork are protected from infringing or unlawful use by another business.

    Attorneys & Professionals

    Email
    Name
    Office
    Phone
    Bassak, Andrew A. San Francisco 415.291.7449
    Bauman, Sharon B. San Francisco 415.291.7425
    Dodd, Jill S. San Francisco 415.291.7421
    Eastman, James F. San Francisco 415.291.7436
    Gantz, Clayton B. San Francisco 415.291.7600
    Goldstein, Linda A. New York 212.790.4544
    Moyer, Craig A. Los Angeles 310.312.4353
    Newsom, Eric A. San Francisco 415.291.7418
    Polentz, Michael Palo Alto 650.251.1440

    Vineyard, Wine & Beverage

    Selected Clients

    • Ciatti Company
    • Citicorp USA, Inc.
    • Jackson Family Wines
    • Prudential Insurance Company of America
    • Silverado Premium Properties
    • Sutter Home Winery

    Vineyard, Wine & Beverage

    Representative Matters

    • Representation of a lender in connection with construction financing for a winery, crush facility, tasting room, and related facilities in the Napa Valley.

    • Representation of a major insurance company, as lender, in connection with its long-term agricultural lending operations in California and other western states.  In the course of this representation, we have closed literally hundreds of transactions involving mortgage and development finance transactions secured by agricultural land, wineries, and processing facilities.

    • Representation of a lender in the origination and restructure of a borrowing base facility secured by bulk and bottled wine inventory.

    • Representation of a national winery in connection with the acquisition, disposition, and sale-leaseback of vineyards throughout California, and the financing of its vineyard portfolio through a $310 million multibank, revolving crop and term loan facility.

    • Representation of the investment arm of a national winery in an approximately $90 million financing secured by a portfolio of vineyards and wineries throughout California.

    • Representation of a major vineyard investment company in the acquisition of 300 acres of prime vineyards in Sonoma County, including analysis of water rights issues.  

    • Representation of a purchaser of approximately 2,000 acres of premium vineyard property in Monterey County in connection with the dissolution of a major vineyard real estate investment trust.

    • Representation of a winery in connection with the sale and leaseback of a premium winery in St. Helena, California, and the acquisition through like-kind exchanges (including reverse exchanges) of a winery and premium vineyards in Napa, California.

    • Representation of a wine and beverage company and vineyard owner as tenant in a build-to-suit distribution center transaction in Napa County, California, to be constructed to utilize state-of-the-art solar power systems to power the chiller systems, and which contains other innovative, alternative and efficient energy features.  The property also features a conservation area created pursuant to an easement approved by the Army Corps of Engineers over a substantial portion of the property to mitigate wetlands impacts on the project.

    • Representation of a winery in connection with land use permitting for the construction of a winery, environmental remediation of agricultural areas and addressing endangered species that occupied a historic vineyard.

    • Representation of a major California winery in all aspects of its product distribution throughout the United States, including wholesaler and broker contracts, distribution counseling, product distribution and trade and labeling compliance.

    • Representation of a nationally known winery in the structuring and negotiation of a vineyard development sublease covering over 600 plantable acres in Sonoma County, California.

    • Representation of a major institutional investor in a partnership restructuring, tax-free exchange and sale of over 2,500 acres of premium varietal vineyards in Sonoma, Sacramento and San Joaquin Counties.

    • Representation of a purchaser in the stock acquisition of a winery and related vineyard property in Sonoma County, California.

    • Representation of an industry trade association in connection with legislative policy issues, such as taxation, global warming, labeling, labor and regulatory aspects of the Alcoholic Beverage Control Act.

    • Representation of a nationally known winery in connection with advertising, promotion review, brand integration and sponsorship agreements.

    • Representation of a large vineyard/winery in connection with the purchase of renewable energy equipment.