Spiritus Law

Managing Partners: Marbet Lewis and Robert F. Lewis
Number of partners: 2
Languages: English, Spanish

Firm Overview:
Spiritus Law is an entrepreneurial regulatory and business law firm focused on the representation of highly regulated industries and transactions. Its boutique format supports its focused and nationally recognized experience in alcohol licensing and food service law, federal, state and local regulatory and business licensing, hospitality law and amenity service licensing, alcohol marketing and social media compliance, commercial and residential real estate development, land use and zoning, real estate transactions, government relations, banking and lending, small business start-up services, and public/private partnership transactions.
The firm remains at the forefront of legislative efforts and proposed regulatory changes that may impact its clients’ business operations and legal rights. Spiritus Law combines its collective experience to advance industry innovation and influence the interpretation and enforcement of the rules and regulations that govern its clients.
The firm’s regulatory attorneys have notable strength in managing business licensing and complex trade practice compliance issues involving the U.S. Food and Drug Administration, the U.S. Alcohol, Tobacco, Tax & Trade Bureau, the Bureau of Alcohol, Tobacco, Firearms and Explosives and various state regulatory agencies. The team represents alcohol producers including craft producers, wholesalers and a variety of retailers including restaurants, bars, nightclubs, movie theaters, sports stadiums, concessionaires, hotels, grocery stores, online retailers, and pharmacies.

Main Areas of Practice:
Alcohol Licensing & Regulatory Compliance
Retail & Hospitality Licensing & Compliance
Real Estate Transactions & Commercial Development
Firearms & Security Service Compliance
Public/Private Infrastructure & Development
Tobacco Product Regulatory Compliance
Business Transactions & Financial Services

• Handled all alcohol and business license transfers and regulatory disclosures for Cineworld Group’s $3.6 billion acquisition of Regal Entertainment Group. Handled due diligence review, regulatory licensing, and disclosure in multiple jurisdictions throughout the U.S. and acting as special counsel for regulatory review and negotiation of transaction documents and agreements.
• Handled all transactional negotiation and due diligence relating to regulatory alcohol licensing and disclosure in various jurisdictions for closing and completion of ANSA McAL Group of Cos.’s acquisition of Indian River Brewing Co.’s parent company, Florida Beer Co. Handled the review of immigration issues for foreign investors and shareholders as well as review of foreign trade agreements. In 2020, the team also assisted with providing regulatory analysis for use of the Florida brewery facility to produce essential products like bottled water during the COVID-19 pandemic and provided social distancing protocols.
• Assisted with review of management agreements and negotiations, and alcohol license and business permit transfers during, and following, a major real estate investment group’s first entry into the U.S. hospitality market with the $125 million purchase of a South Beach hotel. Completed all business and alcohol license transfers simultaneously with transaction closing to avoid interruption in alcohol and amenity services.
• Assisted with multi-jurisdictional and multi-use licensing and permitting in Florida following various hotel acquisitions, including working with the Department of Hotels & Restaurants, Department of Health, Department of Agriculture, Department of Environmental Resource Management, Division of Alcoholic Beverages and Tobacco, and the Federal Communications Commission for radio network frequency permitting.
• Assisted with alcohol licensing and regulatory due diligence in preparation for a major cruise line’s sale of assets for $3.025 billion dollars. Reviewed regulatory compliance issues and completed alcohol license disclosure filings prior to statutory deadlines in various jurisdictions throughout the U.S. post-closing and assisted with preparation of transitional due diligence and licensing summaries for in-house regulatory counsel and transition teams to ensure continued operation and transition.
• Provided alcohol regulatory guidance and due diligence of operating licenses and business permits for various theater chain acquisitions of assets including transactions over $240 million. Transferred all alcohol licenses and operating permits simultaneously with closing to prevent interruption in alcohol service and provided on-going post-closing compliance guidance.
• Assisted hospitality clients with COVID-19 emergency restrictions, including entertainment and sports centers, hotels, movie theaters, and restaurant operators with various legal issues including emergency closure procedures, food and alcohol delivery compliance, managing emergency order restrictions, monitoring changes in state and local orders, developing internal protocols for forced closures and development of social distancing plans for re-opening. Additionally, the Team completed an international review and analysis of emergency closure orders in consultation with counsel throughout the world.
• Represented Varela Hermanos, S.A. and its U.S. subsidiary, Varela Imports, Inc. since 2005. In 2020, the team assisted with providing regulatory guidance on continued importation strategy during the COVID-19 pandemic for product imported to the U.S. Additionally, they assisted with federal and state regulatory compliance and permitting updates.