Corporate and transactional counsel for brands, retailers, and consumer-products companies, in a sector where the brand is the asset, the channel is the strategy, and the contract terms are where margin is won or lost.
A purchase order and the supplier's acknowledgment rarely match. Under Article 2 of the UCC, as most courts apply it, the contract is the terms they share; the rest drop out and the statute fills the gaps. The indemnity and the recall clause a brand believes it holds are often the first casualties, better learned before a shipment fails.
The brand is the asset, and the law is particular about ownership. Product design is never inherently distinctive as trade dress and is protected only once it has acquired secondary meaning, so the word mark carries the brand until the design earns its own protection. A registration becomes incontestable after five years of continuous use, once the declaration is filed. ROSCA has required express informed consent and a simple cancellation mechanism for online subscriptions since 2010, and the states add their own auto-renewal statutes.
We act for brands, retailers, and the sponsors who buy them on the contracts that move product, the brand's chain of title, and the sale. Diligence asks who owns the marks, how much revenue runs through one retailer, and what the supplier agreements require when something fails.
Sales, acquisitions, roll-ups, and growth investments for founders, retailers, and consumer-products companies, with diligence focused on IP ownership, supplier contracts, and channel concentration, and one partner accountable through closing.
Trademark, trade dress, packaging, and product-design strategy, licensing, and enforcement, structured so the intellectual property that carries the brand's value is held cleanly and transfers properly. We coordinate with registered IP counsel for the filings that require them.
Manufacturing and supply agreements, distribution and reseller terms, retailer vendor agreements, and logistics arrangements, negotiated with attention to indemnities, recall and quality terms, liability allocation, and termination rights.
Structuring for DTC and online brands, covering entity formation, terms of service and privacy posture, payment and platform agreements, and subscription and auto-renewal terms that satisfy the rules governing online selling.
Franchise, licensing, and brand-extension structures for businesses scaling through partners, with the disclosure and agreement framework and the controls that protect brand standards as the footprint grows.
Advertising-claim review, labeling and warranty terms, and consumer-protection compliance, with coordination on matters before the FTC and with the locally admitted or advertising-law counsel a particular claim or jurisdiction may require.
An intent-to-use application fixes the brand's priority on its filing date, months before the first unit sells, but registration issues only after a statement of use is accepted. Until then the application cannot be sold except with the business behind it, a trap for founders who park names in holding companies.
Since the Supreme Court's 2007 decision on resale prices, federal law judges a minimum resale-price agreement under the rule of reason, but Maryland makes it illegal outright, so most brands protect shelf price with a unilateral minimum-advertised-price policy they announce and enforce rather than a term the retailer signs.
Since 2021 an unqualified Made in USA label requires that all or virtually all of the product be made here, on pain of civil penalties. "Natural" has no federal definition, so it draws class actions, not regulators. Every claim needs a substantiation file dated before it ran.
Public companies must disclose any customer that accounts for 10 percent or more of revenue, and buyers borrow the test. Whether the retailer can block a sale turns on its vendor agreement: Delaware courts hold a reverse triangular merger is not an assignment, so only a change-of-control clause catches it.
A manufacturer, importer, or retailer that learns of a defect that could create a substantial product hazard must report it to the CPSC within 24 hours. The supply agreement decides who pays for the recall; where it is silent, warranty rules never written for recalls do.
Since December 2024 the EU's General Product Safety Regulation requires every consumer product sold there to have a responsible economic operator established in the Union, named on the product or its packaging, even when the brand sells only online from Illinois. The name goes on first.
Before the first unit ships, the trademark, trade dress, and packaging are pulled into one clean chain of title, with assignments from founders, designers, and agencies executed, so the asset the whole company will rest on has no co-owner hiding in an old contract.
Manufacturing, distribution, retailer vendor, and platform agreements are negotiated term by term, down to the indemnities, recall and quality clauses, and termination rights, because when a shipment fails or a platform delists the brand, the remedy should already be written down.
Labels, product pages, subscription terms, and advertising claims are reviewed against consumer-protection and FTC advertising rules before a buyer, a regulator, or a plaintiff reads them, and every 'clean,' 'natural,' and auto-renewal disclosure is substantiated or struck.
At exit, diligence turns on IP ownership, channel concentration, and supplier terms. The deal is structured so the trademarks, the distribution rights, and the customer relationships transfer intact and the brand keeps selling the morning after closing.
A consumer brand is a promise with a chain of title, and we make sure you hold both.
Corporate and transactional work: the sale or purchase of a brand and the financing rounds before it, the supply and distribution agreements that move product, and the chain of title to the trademarks and packaging. We review advertising and subscription terms against FTC and state rules and coordinate matters before the FTC. We do not act as customs broker or testing lab, and trademark prosecution is handled with registered practitioners. A general counsel usually calls us when a supplier contract, a retailer term, or a claim on a label has become a deal question.
Yes. Three rule sets decide most of the questions. ROSCA governs any online subscription: clear disclosure of the terms before the card is charged, express informed consent, and a simple way to cancel. The FTC's broader click-to-cancel rule was vacated by a federal appeals court in July 2025, but California and a growing number of states require that a subscription sold online be cancellable online. The INFORM Consumers Act, in force since June 2023, makes marketplaces verify and disclose high-volume third-party sellers, which changes how a brand polices unauthorized resale. Where a matter turns on one state's privacy or marketing statute, we bring in counsel admitted there.
By getting the ownership right before the enforcement question arises. A federal registration gives nationwide priority from its filing date; unregistered rights reach only the territory where the mark is actually used. A trademark cannot be assigned apart from the goodwill of the business it identifies, so a brand held in one entity and used by another needs a written license with quality control, or the mark is at risk of abandonment. Between the fifth and sixth year after registration a declaration of continued use is due or the registration is cancelled. Filings and prosecution are handled with registered trademark practitioners.
Yes, and consumer deals have mechanics of their own. The working-capital peg is set against seasonal inventory, so the same business closed in November and in June produces different purchase prices unless the peg is averaged. Buyers read the top-ten customer list for concentration and the retailer vendor agreements for change-of-control consents. Representations and warranties insurance is now usual in the middle market, with a retention around one percent of enterprise value, and it will not cover a labeling problem the seller already knew about. A partner runs the deal from diligence through closing.
Yes. For goods the default rules are Article 2 of the UCC, and they favor whoever drafted last and best. A warranty claim must be brought within four years of delivery unless the contract shortens it, to no less than one. A seller may exclude consequential damages unless the exclusion is unconscionable, and for consumer goods an exclusion of damages for personal injury is presumed to be. Recall cost, chargebacks, and the right to terminate for a failed quality audit are not in the statute, so if they are not in the contract they do not exist. We write them in.
Yes. The first questions are usually contractual rather than regulatory. Under Incoterms 2020 the delivery term decides when risk passes and who is importer of record: a brand selling DDP into Europe becomes the importer and owes the duties and VAT, while FCA shifts risk when the goods are handed to the buyer's carrier. An EU trade mark has not covered the United Kingdom since 1 January 2021, so a brand that filed in Alicante after 2020 holds nothing in Britain until it files there. We structure the distribution or franchise arrangement from Chicago and work with locally admitted counsel, including through our London and Dubai partner firms, for the local filings.
Transactions, IP, and growth capital for software and platform businesses, the technology layer behind modern commerce and direct-to-consumer brands.
Explore →Buyouts, fund formation, and direct deals for the sponsors and family offices that acquire and back consumer brands and retail platforms.
Explore →Corporate and transactional structuring for operators and investors, the physical footprint behind brick-and-mortar retail and consumer experiences.
Explore →Fund formation, governance, and M&A for the managers, sponsors, and family offices financing growth across the consumer economy.
Explore →Reviewed by Jonathan D. Herpy, Sr., Senior Partner · Last updated October 2026 · Educational overview · Not legal advice
One partner is accountable for the whole matter, and you have that partner's direct line. Chicago, London, and Dubai work to the same standard.