Food, Beverage & Dietary Supplements

Food Dietary supplements
Food, beverage, and dietary supplement companies depend on Ropes & Gray for the sophisticated counsel they need to address increasingly stringent regulatory requirements, to ensure compliance with anti-corruption and related laws, and to navigate complex transactions.

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Overview

Our attorneys understand the complex and diverse challenges faced by companies in the food, beverage, and dietary supplement sector. Ropes & Gray routinely advises food and beverage conglomerates, medical food and dietary supplement companies, and others in a wide array of regulatory compliance, government enforcement, and transactional issues.

Ropes & Gray has extensive experience counseling companies in all areas of FDA regulation, such as the Dietary Supplement Health and Education Act of 1994, good manufacturing practices, reportable food registry requirements, the Bioterrorism Preparedness and Response Act of 2002, the Food Safety Modernization Act, the Food Allergen Labeling and Consumer Protection Act of 2004, color additives, development of structure/function claims, nutrient content claims and health claims. We also counsel clients on FTC compliance related to the advertising and promotion of foods and dietary supplements.

Our attorneys also routinely represent food and dietary supplement companies in responding to Warning Letters, import alerts, import detentions, post-inspection FDA Form 483s, recalls, Federal Trade Commission investigations and challenges brought before the National Advertising Division of the Better Business Bureau.

We have also guided food and beverage companies through the full spectrum of investigations and enforcement actions. We understand the unique needs of food and beverage companies when faced with a government investigation or allegation of misconduct, whether related to food safety, consumer protection, anti-bribery/anti-corruption compliance, import/export regulations, or other areas. Drawing on resources from our offices across the world, we regularly represent food and beverage companies in internal investigations, litigation, and government enforcement matters relating to the Federal Food, Drug and Cosmetic Act; the Foreign Corrupt Practices Act; and financial statement disclosure and other securities enforcement issues.

We also advise food and dietary supplement companies and other consumer brand companies on a variety of transactional matters, including international risk considerations such as compliance with anti-corruption, economic sanctions, and export control laws and regulations; mergers & acquisitions; licensing and collaboration agreements; and joint ventures. We also conduct regulatory, intellectual property, and international risk due diligence on food, medical food, and dietary supplement companies. 

Experience

Our work with food, medical food and supplement companies has included:

Litigation and Enforcement:

  • Serving as primary compliance and white collar counsel to a leading publicly traded soft drink company. Helped design and implement its anti-corruption compliance program, and conduct internal investigations related to alleged fraud and corruption. 
  • Advising a leading international food processing company regarding anti-corruption and sanctions compliance.  
  • Represented a health food store in a consumer class action in the Northern District of California alleging false ingredient labeling under the UCL and CLRA.
  • Lead counsel for a specialty coffee-making company defending three sets of securities fraud and derivative actions and related SEC investigation regarding alleged accounting improprieties. Successfully secured a Second Circuit affirmation of the dismissal in one securities action, a withdrawn appeal in another, and convinced the SEC to close its four-year-long inquiry without recommending any enforcement action against the company or its current or former employees.
  • Represented a specialty coffee-making company in its multimillion-dollar acquisition of a foreign-based company, including FTC representation and coordinating merger clearance and compliance with the country’s investment act regarding assets acquired as part of the transaction.
  • Secured dismissal of a series of shareholder class action lawsuits filed in Delaware and California in connection with a private equity firm's acquisition of the parent company of a California-based specialty grocery store chain.

FDA Regulatory:

  • Represented various dietary supplement manufacturers in determining permissible structure/function claims. 
  • Conducted FDA diligence and provided compliance advice to an acquirer of a leading line of protein bars. 
  • Evaluated food manufacturers’ policies and procedures regarding advertising and labeling claims, including claims related to natural, non-GMO, allergen-free, organic, Kosher, and sustainable products.
  • Advised an acquirer of a health food and dietary supplement company on issues related to advertising and promotional compliance.  

Transactional:

  • Represented a supermarket company in its acquisition of over 20 food stores from a major grocery store company.
  • Advising a private equity firm on its almost US$2 billion sale, alongside a non-U.S. food company, of its stake in a non-U.S. food brand to a U.S.-based company.
  • Represented DAVIDsTEA, a provider of loose-leaf teas, pre-packaged teas, tea sachets, and tea-related gifts and accessories, in its proposed $96 million IPO.
  • Represented Dunkin' Brands, which operates a chain of coffee and baked goods restaurants, and ice cream specialty stores, in its $778 million, $652 million and $563 million follow-on offerings.
  • Represented Keurig Green Mountain, which operates in the specialty coffee industry in North America, in its acquisitions of Van Houtte, Diedrich Coffee, Timothy's Coffees of the World, Tully’s Coffee and Keurig. 
  • Represented Domino’s Pizza, the leading pizza delivery company in the world, in its $1.7 billion securitized debt offering, its IPO and recapitalization.
  • Represented Bain Capital in its acquisition of OSI Restaurant Partners, which includes Outback Steakhouse, Carrabba's Italian Grill, Bonefish Grill, Fleming's Prime Steakhouse & Wine Bar, Roy's, Lee Roy Salmon's, Blue Coral Seafood & Spirits, and Cheeseburger in Paradise restaurants.
  • Represented Green Mountain Coffee Roasters in its strategic supply alliances with a one of the world's largest QSR franchisors, and in strategic brand expansions through licensing partnerships and the acquisition of regional roasting and retailing brands.
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