Manufacturing

Overview


If you are running a manufacturing company, you know that it’s important to have trusted legal advisors to help you navigate today’s complex business, legal and regulatory landscape.  That way you can focus on what you do best – manufacturing and selling your products.

Attorneys from Wendel Rosen’s Manufacturing practice represent companies that produce consumer, wholesale and specialty products ranging from computer hardware to artisan food.  Our diverse client list has included manufacturers of food and beverage products, bicycles and bicycle components, garden and pet products, videographic products, asphalt roof shingles, used oil recycling, and numerous other manufactured goods.  With clients ranging from small local companies to large national corporations, we’re ready to right-size the legal services you need, just in time.

Each manufacturing company’s market and business model is unique.  Following are a number of the areas in which we frequently provide legal services to companies in the manufacturing space, including contract negotiation and documentation; dispute resolution including mediation, arbitration and litigation; and regulatory compliance.  So whether helping you to set up a distribution contract, resolving a wage and hour dispute, or protecting your intellectual property, we’re here to help you cultivate a thriving business.

Business Issues

  • Entity formation, organization, franchising
  • Shareholder and corporate governance, ownership and investor agreements
  • Succession planning, sale and transfer of assets
  • Key personnel, contracts and executive compensation
  • Intellectual property - trade secret, copyright and trademark registration, transfers, licensing and protection
  • Insurance protection and coverage litigation
  • Capitalization, venture capital and debt financing, and Small Business Administration loans
  • Internet marketing and electronic transactions
  • Bankruptcy, creditors’ rights, insolvency and reorganizations


Common Business Negotiations & Agreements

  • Licensing
  • Confidentiality
  • Co-packaging
  • Distribution
  • Sales and marketing
  • Supply chain issues
  • Equipment leases
  • Raw materials
  • Product liability


Employment

  • Employee safety, OSHA, workers’ compensation
  • Employment counseling and litigation
  • Employment contracts and nondisclosure agreements
  • Incentive compensation
  • Wage and hour matters
  • Employee benefit plans and employee handbooks, policies and manuals
  • Leaves (military, family, etc.) provisions and compliance
  • Employee discipline matters
  • Reduction in force, severance and separation agreements
  • Collective bargaining and National Labor Relations Bureau
  • Unfair business practices and competition matters
  • Diversity and anti-sexual harassment compliance courses supervisor training
  • Advocacy in court and before administrative and regulatory bodies, including the California Labor Commissioner, California Department of Fair Employment and Housing, and the U.S. Equal Employment Opportunity Commission.
  • Defending employee claims of discrimination and harassment
  • I-9 Compliance and ICE audits


Regulatory Compliance

  • Federal and state "Truth-In-Advertising" laws
  • Product manufacturing and labeling laws
  • Environmental permits and restrictions
  • Prop 65 warning requirements
  • Green building, recycling and waste management
  • Americans with Disabilities Act provisions
  • ERISA and COBRA compliance and fiduciary obligations
  • Employment law
  • Federal and Blue Sky securities registrations, compliance and exemptions
  • Securities, secured and unsecured financing transactions


Environmental

  • Compliance and permitting involving air emissions, carbon emissions, waste water, storm water, hazardous materials management, underground storage tank removal and closure, hazardous waste disposal and recycling, release reporting
  • Environmental due diligence for business and real estate transactions
  • Contamination remediation, including agency approvals, CERCLA cost recovery litigation, insurance coverage
  • Proposition 65 compliance and litigation, including worksite warnings
  • Defense and resolution of agency and citizen enforcement actions under environmental laws and permits
  • Emergency planning, community right-to-know and occupational safety
  • Compliance with emerging green chemistry laws
  • Assistance with facility expansion, including CEQA compliance, entitlements, wetlands and endangered species
  • Issues related to climate change, greenhouse gases, and cap-and-trade developments


Real Estate and Land Use

  • Leasing
  • Facility acquisition, expansion and disposition
  • Unlawful detainer actions
  • Financing
  • Easements, restrictions and CC&Rs
  • Due diligence
  • Land use, permits, entitlements and licenses
  • CEQA environmental review
  • Construction, architectural and engineering negotiations and contracts
  • Construction defects and disputes


Green Business Considerations

  • Natural and organic products
  • Sustainable agriculture and organic labeling
  • Fair Trade and supply chain
  • Green/sustainable building and design (e.g., LEED certification), including incentives and tax breaks
  • "Greenwashing" and other advertising matters
  • Environmentally sound waste disposal
  • Solar installations, power purchase agreements
  • Carbon reduction and offsetting for transportation and distribution
  • "Green" product production and facility operations

 

Experience
  • Defended an international mailroom equipment manufacturer in a large-scale contractual dispute with its national network of distributors following the client’s merger with a former competitor.  Favorable early motion rulings effectively fractured the plaintiff group, and the case settled quickly for an amount far below the original demand.*

  • Lead-authored amicus curiae brief filed by major Taiwan and U.S. wi-fi manufacturers (and joined by Microsoft Corporation) in the U.S. Court of Appeals for the Federal Circuit in a closely watched patent infringement case.*

  • Prosecuted trademark infringement claims for an internationally-known sporting equipment manufacturer against a competing enterprise selling infringing golf clubs. Filed motion for preliminary injunction, which provoked quick and favorable settlement.*

  • Defended international manufacturer client and its U.S. subsidiaries against fraud and breach of merger agreement claims brought by acquisition company in California state and federal courts.*

  • Represented equipment manufacturers, buyers, lessors, and lessees in UCC sale and lease disputes.

  • Engaged as special income tax counsel to advise on the income tax consequences of a proposed downstream merger of a Delaware corporation engaged in the business of designing, manufacturing and installing photovoltaic solar energy systems. Representation included applying to the IRS for and obtaining a private letter ruling that the proposed transaction was not substantially equivalent to a taxable liquidation of the target company.

  • Engaged as tax and corporate counsel for a privately-held U.S. corporation involved in the manufacture and international distribution of high-end audio equipment in connection with its acquisition by an Italian joint stock corporation and a private equity fund incorporated in Italy. The transaction was structured to qualify for an exception to the general rule of §367(a) of the Internal Revenue Code which requires gain recognition in the case of certain transfers of stock in a U.S. corporation by a U.S. person to a foreign corporation.

  • Prosecuted fraud action against PC board component manufacturer resulting in eve of trial settlement of $2.6 million in Accton v. Pulse Electronics in California state court.*

  • Successfully represented an independent manufacturer of medical equipment in lawsuit against wholesaler/dealer who filed to fulfill contract order or pay for equipment manufactured and delivered by successfully obtaining a prejudgment writ of attachment in excess of $1 million that effectively forced the wholesaler/dealer to immediately settle the lawsuit and paid the full amount owed

  • Brown & Bryant (Shafter Site), Shafter, California, EPA ID# CAD009531823 (Atchison, Topeka & Santa Fe Railway, etc. v. Brown & Bryant, Inc.), representing The Dow Chemical Company

  • Brown & Bryant (Arvin Plant), Arvin, California, EPA ID# CAD052384021 (Atchison, Topeka & Santa Fe Railway, etc. v. Brown & Bryant, Inc.), representing The Dow Chemical Company

  • Del Amo Site, Torrance, California, EPA ID# CAD029544731 (Cadillac Fairview, California, Inc. v. The Dow Chemical Company, et al., (Pit Site); Shell Oil Company v. United States (Plant Site); Amcena Properties v. Shell Oil Company, et al. (Coca-Cola Bottling Company); and related cases), representing The Dow Chemical Company

  • Del Monte/Oahu Plantation (Kunia Plantation), Hawaii, EPA ID # HID980637631, representing The Dow Chemical Company

  • Industrial Waste Processing, Fresno, California, EPA ID# CAD980736284 and Pinedale Groundwater Site, Fresno, California (Calcot, Ltd. v. Vendo, et al.), representing The Dow Chemical Company

  • La Mirada Products, La Mirada, California (La Mirada Products v. The Dow Chemical Company), representing The Dow Chemical Company

  • Santa Fe Springs Oilfield, Santa Fe Springs, California (Beaumon Trust, et al. v. The Dow Chemical Company, et al.), representing The Dow Chemical Company

  • United Heckathorn Company, Richmond, California, EPA ID # CAD981436363 (Levin Metals Corp. v. Parr-Richmond Terminal Company, et al.), representing The Dow Chemical Company

  • Napa Bulk Terminal (Bay Cities Oil Marketers v. Commercial, Electrical, and Mechanical Maintenance Company, et al.), representing Chevron Products Company

  • Occupational safety regulation and enforcement in the construction, demolition, waste disposal, dry cleaning and manufacturing industries

  • Obtained a final judgment dismissing CERCLA claims by the State of California and private parties against The Dow Chemical Company at the Brown & Bryant site in Shafter, California. (Atchison Topeka & Santa Fe Railway, Co. v. Hercules, Incorporated, et al., United States District Court for the Eastern District of California Case No. CIV-F-96-5879.)

  • Represented national food manufacturing company in office and industrial lease transactions across the country, as well as in the sale of industrial, warehouse and manufacturing facilities. Some purchasers continue to use facilities for existing uses while others redeveloped the properties for residential, commercial/retail and industrial projects.

  • Represent numerous companies that manufacture regulated products for sale to consumers regarding advertising and regulatory compliance with California and federal law.

  • Negotiated leases for operators leasing commercial kitchens in the East Bay.

  • Assist companies with design and implementation of sweepstakes and promotional activities.

  • Manufacturing Companies against entities who have damaged them through unfair competition, patent infringement, and trade secret theft.

  • Advised organic and fair trade food manufacturer in acquisition of North American trademark rights and worldwide trademark registration matters.

  • Advised snowboard company in domestic and foreign trademark issues and registrations.

  • Serve as intellectual property counsel for a leading manufacturer and distributor of motorcycle parts, clothing and accessories, including handling trademark prosecution and enforcement actions worldwide.

  • Prevailed in a bench trial regarding various individuals’ rights to ownership of a mobile application company, resulting in multi-million dollar judgment in favor of individual client*

  • Represented pharmaceutical manufacturer in multi-jurisdictional litigation related to pharmaceutical pricing and pharmacy reimbursement under Medicaid and Medicare.*

  • Represented aluminum mining and refining company with unsecured debt of $31 million and secured debt of $180 million in court authorized assumption and enforcement of alumina supply contract with value in excess of $100 million and the purchase of aluminum facilities in Louisiana and Jamaica from Kaiser Aluminum Corporation in a Chapter 11 Debtor case in Wilmington, Delaware.*

* Work performed by Wendel Rosen attorney while at a prior firm.

Attorneys
  • Acevedo, William C.
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  • Brodehl, Kevin R.
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  • Cramer, Steven J.
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  • Dambrov, Matthew E.
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  • Epstein, Mark D.
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  • Flor, Albert, Jr.
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  • Green, Tracy
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  • Manley, Wendy L.
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  • Myers, Daniel B.
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  • Noma, Christine K.
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  • Wasserman, R. Zachary
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  • Williams, Todd A.
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