Barnes Beverage Group

Barnes Beverage Group provides tailored, risk-based advice on all topics in the highly-regulated alcohol beverage industry. Barnes Beverage excels as a fractional general counsel to companies with interests in the alcohol beverage sector. Our team is almost exclusively former alc-bev in-house counsel and compliance professionals. Whether our client is a manufacturer, brand owner, importer, or retailer, we have deep experience providing legal advice on all topics in this highly regulated industry, including:

• Alcohol Beverage Strategy (and Non-Alc Strategy)
• Distribution Strategy
• Intellectual Property
• Mergers, Acquisitions & Due Diligence
• Commercial Agreements
• Marketing, Advertising and Trade Practice
• Regulatory Issues
• Compliance Issues

Alcohol Regulatory

Barnes Beverage’s legal and compliance teams represent decades of experience in the alcohol regulatory space. We have collectively reviewed and counseled clients on hundreds of marketing and advertising campaigns, from small social media programs to national television advertisements and product rollouts. The firm offers Trade Practice support, including:

• 50 State Surveys into the feasibility of proposed consumer promotions, including giveaways, contests & sweeps, and social media campaigns
• Third-party marketing and advertising projects and associated agreements
• Couponing and sweepstakes programs to support chain commitments and retailer initiatives

For clients interested in advice related to Advertising, Contests & Sweepstakes, we have expertise across all manner of products and strategies. For example, we provide counsel on:

• State rules surrounding alcohol-related sweeps and advertising
• Risk analysis and review of marketing campaigns and copy for new products
• Social media rules and regs, both for alcohol issues, in addition to common FTC, FDA, and trade association requirements
• Training and support to ensure your internal team is prepared to create marketing, labels, and project plans are risk calibrated

We also have deep experience counseling clients on all manner of labeling and formulation issues and have assisted and trained internal client teams in obtaining federal formula and label approval with the TTB, state brand registrations, tax efficiencies in labeling and formulation, and navigating health-related claims (Low cal! Low carb! Pure! Natural!) for compliance.

Distribution

Barnes Beverage counsels clients at all stages of development on how to intelligently manage distribution relationships. Protecting your brand is critical to the long-term health of the company. We will always keep one eye on your current distribution relationship while ensuring that the brand remains marketable for potential sales or strategic investments. We also have experience with:

• New state rollouts, including permitting planning, brand registrations, entity registrations, and distribution agreements;
• Drafting and negotiating broker agreements and import agreements;
• Obtaining placement in control states for distilled spirits;
• Direct-to-consumer licensing, placement, and negotiation of third-party marketing agreements for direct-to-consumer sales; and,
• Managing, rehabilitating, renegotiating, and terminating distributor relationships.

Mergers, Acquisitions & Due Diligence

Clients with M&A, due diligence, or cross-tier support needs come to us at all stages of their company’s cycle, from start-ups to mature, publicly-traded brands. We can help:

• Implement and create a distributor consolidation strategy;
• Conduct due diligence on behalf of purchasers to identify distribution, permitting, and regulatory risks;
• Support selling companies on due diligence responses, including pre-sale preparation and positioning of general legal, regulatory, and distributor risks; and
• Assess and suggest creative structuring for M&A or corporate structure to mitigate licensing impacts and cross-tier issues resulting from purchases or investors with multi-tier interests.

Our team has guided sellers and buyers through asset and stock purchase transactions with domestic and international elements, against and on behalf of publicly-traded companies and industry leaders.

Compliance

Our dedicated Compliance Team has the experience and depth to act as a plug-and-play compliance department for all client needs. Day-to-day and monthly compliance obligations are onerous, laborious, and mundane, but they are critical to continuing operations and revenue generation! Our Compliance Team, led by industry veteran Mary Rait, can flex to your needs, like:

• Handling and maintaining all manufacturing, wholesaler/importer, and retailer TTB licensing and permitting;
• Tracking and filing alcohol licensing for manufacturing, wholesaler, importer, and retailer “home state” licenses;
• Obtaining and maintaining out-of-state shippers licenses to allow for sale in states;
• Securing alternation and tenant/host brewing licenses on behalf of both the tenant and host locations for breweries, wineries, and distilleries, at both state and federal levels;
• Taking full responsibility for monthly shipping and depletion reports to support out-of-state shippers’ licenses and non-resident dealer licenses;
• Managing and updating licenses and permits from corporate ownership or structure changes; and,
• Planning for and executing all post-M&A filings.

Trademarks & IP

Protection of your marks usually isn’t top-of-mind for brewers, distillers, and vintners, but trademark disputes making regular headlines in the trades tell a different story. Barnes Beverage can help keep your intellectual property off your to-do list by:

• Conducting Searches
• Prosecution
• Filing Marks
• Analyzing the confidentiality or trade secret status of proprietary information
• Engaging potential trademark violators from introductory communication to negotiation to licensing or otherwise