The Business Department represents clients in a wide range of transactions, including mergers and acquisitions, private equity and venture capital financings, debt offerings and commercial financings, and the structuring and formation of corporations, partnerships, limited liability companies and other entities.  Our experience includes representing targets and acquirers in mergers and acquisitions of all sizes, within California and internationally.  We represent companies and individuals using private equity and venture capital to expand and companies and lenders using commercial financing for growth or working capital.  For new ventures, our attorneys work with our clients to determine the appropriate entity to be formed, and assist with initial capitalization, buy-sell agreements, and tax and business planning.  Our attorneys also provide advice to clients on operational matters including employer-employee relations and contractual relations with distributors and suppliers.

Above all, our attorneys immerse themselves in our clients’ businesses and provide innovative solutions to complex issues.  The firm’s business clients include wineries, growers, importers and other businesses related to the food and wine industry, in addition to a broad array of clients from other industries, including hospitality, construction, retail and finance, throughout California and internationally.  The Business Department has handled more winery sales and purchases than any other law firm in the state as well as vineyard leases in 14 California counties and grape contracts covering fruit grown in each of the state’s wine growing regions.  In addition, our Business and Trust and Estates Departments work closely to plan various forms of business structures and family-owned entities intended to accomplish a myriad of business and estate planning goals.

Representative Matters

Represented Accolade Wines North America, Inc. in its acquisition of Geyser Peak, Atlas Peak and XYZin brands and inventory from Ascentia Wine Estate, LLC and in its wine production and storage facility lease and vineyard leases with an affiliate of Entertainment Properties Trust

Represented Accolade Wines of North American, Inc. in its wine production and packaging relationship with Treasury Wine Estates, Ltd

Act as supervising counsel in title, land use and legal due diligence in connection with acquisition of winery and vineyard company holding assets in Napa, Sonoma and Mendocino Counties

Represented developer in acquisition and entitlement of property for five-star hotel and resort in City of Napa

Represented lenders in loan workout and foreclosure matters

Represent wine growers in grape purchase contracting, vineyard development, farming and vineyard lease projects

Represented owner of international brewing company in acquisition of industrial office buildings in Berkeley, California for expanded brewery operations and brewpub

Represent high net worth individuals in restructuring and refinancing of premium winery businesses in connection with estate and succession planning issues

Represent multiple buyers and sellers of winery brands and inventory

Represented winery in refinance of credit facilities

Represented founders in acquisition and operation of wine import company

Provide corporate governance representation, including preparation of membership and shareholder agreements, share and membership interest purchasing, and shareholder and member relations

Represent clients in business and real property aspects of winery facilities development and redevelopment

Form a California Series LLC for client operating a custom winemaking and wine brand incubator business

Represent REITs in due diligence and acquisition of agricultural properties

Represented on-line wine retailer and wine gifting service provider, in its Series E Preferred Stock financing ($5 million in equity and $4.5 million in debt financing)

Represented numerous domestic and overseas wineries in negotiations with distributors and importers throughout the US, Asia, Europe and South America

Represented a renowned restaurant group in the restructuring of a portion of its operations, including investor issues, leasing, financing and alcoholic beverage license transfers

Represented numerous individuals and family trusts in the purchase and acquisition of premium residential, vineyard and winery properties in Napa, Sonoma, Mendocino, Monterey, and San Francisco Counties

Represented international investment company in real property, alcohol beverage, land use and other matters related to the acquisition of historic Napa County winery business

Represented numerous companies across a variety of industries in private placement equity and debt offerings

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