Providing results through comprehensive service
Legal Services for the Agriculture Industry
Jeffer Mangels Butler & Mitchell LLP (JMBM) is a California law firm that provides a full range of legal services tailored to meet the special needs of the agriculture industry in California. Our clients include lenders, growers, packers, distributors, wineries and wine growers, brokers, auctioneers, investors and others involved in agriculture. Our services include the following:
Banking and Finance
JMBM's banking and commercial finance expertise includes the representation of lenders and vendors in agribusiness loan and credit transactions, both secured and unsecured, assets-based lending, accounts receivable financing, inventory financing, factoring, term loan lending, letters of credit (standby and direct pay), restructures, workouts and corporate reorganizations. Our lawyers lecture regularly for lending organizations and bar associations in this area and have substantial and nationally recognized UCC experience. We have expertise in PACA, the Packers and Stockyards Act and California Producers' Lien law.
Insolvency and Workouts
JMBM has significant expertise in working out troubled agriculture loans. We have deep experience with respect to pre-bankruptcy workouts, receiverships, collection of defaulted loans, complex bankruptcy liquidations and reorganizations within the agribusiness context. We are experienced with PACA, PSA and producers lien law issues (one of JMBM's partners tried and won the leading landmark bankruptcy case on the California Producer's Lien law).
We are experienced with corporate law, the securities, tax and corporate aspects of operations, Sarbanes-Oxley compliance, mergers and acquisitions and private equity, as well as with addressing corporate operating issues arising from day-to-day operations. We are familiar with operational issues, including strategic alliances, supplier and distributor relationships, contracts with vendors and suppliers, licensing, merchandising, and trade issues, as well as with business issues such as corporate governance including board and shareholder meetings, and state and federal securities law compliance. We are experienced in the acquisitions and divestitures of products, divisions and businesses.
Trademark and Intellectual Property
We represent clients with respect to their trademarks, copyrights, advertising, patents, trade dress, licensing and trade secrets. We not only provide application, registration, documentation and other transactional assistance, but we also prosecute and defend lawsuits involving copyright, trademark, unfair competition and patent law.
Labor and Employment
JMBM counsels clients with respect to human resources, including wage and hour laws, union relations, wrongful termination, employment discrimination and other issues. Our focus is on developing proactive compliance and dispute resolution strategies. We work with clients to help them avoid workplace problems. But where controversy is unavoidable, we are formidable advocates and have handled literally hundreds of jury trials, administrative trials and appeals before courts and administrative agencies nationwide.
JMBM's particular strength in Land Use is handling all permitting and compliance issues for clients seeking to locate and develop new sites, relocate or expand operations. JMBM’s land use and zoning lawyers are knowledgeable, skilled negotiators who can produce results when dealing with local governments, including boards of supervisors, city councils, zoning boards and planning and redevelopment agencies, as well as state and federal agencies that oversee environmental and land use issues.
A host of environmental laws impact the agriculture industry and JMBM's environmental lawyers are skilled and knowledgeable in the full range of environmental issues including water, air, solid and hazardous waste, pesticides, wildlife protection laws and other federal and state laws that affect the industry.
We have litigated cases involving corporate and partnership issues, contracts, insurance matters, securities, class action lawsuits, real estate and construction matters, environmental issues, trade regulation, unfair competition, trademark infringement and other issues concerning the agricultural industry.
Our representation includes federal, state and local tax planning, maximization of applicable tax credits, development and implementation of executive compensation and stock option plans, representation in federal and state tax controversies, and other matters.
The firm's clients range from land owners and developers to lessors and lessees and we deal in all aspects of real estate issues, including purchase and sale, finance and construction. Our lawyers anticipate and resolve due diligence issues, environmental liability, title, deed and other problems during negotiation and also work tirelessly to maximize tax advantages in entity and project structuring.
Representative Transactions and Matters
- Representing financial institutions in dozens of agricultural bankruptcies, workouts and receiverships; collection of defaulted loans from growers and processors
- Representing insolvency and creditors' rights matters, including PACA, Packers and Stockyards Act and producer's lien law issues in California and other states
- Represented secured lender in Chapter 11 reorganization of winery, recovering 100% of debt owed
- Sold secured lender's loans to troubled tree crop grower at par
- Acquiring winery and bottling plants
- Preparing sales contracts for major agricultural processors
- Structuring investment partnerships
- Structuring foreign and domestic distribution
- Preparing and revising grape purchase contracts for major wineries
- Preparing construction contracts for major agricultural buildings
- Representing borrowers and major secured lenders in sales and liquidations of agricultural properties and financings
- Drafting, restructuring and enforcing distribution agreements
- Handling disputes with municipalities regarding water usage and waste effluent
- Representing public company growers in their securities matters
- Representing clients in disputes regarding the handling and transportation of product
- Enforcing trademarks, protecting the dilution of growers’ marks
- Representing a large agricultural client with respect to employment and labor law issues
- Representing a major winery in litigation with its insurance carrier over wine that experienced secondary fermentation in the bottle due to alleged manufacturing defects in the millipore filtration system
- Representing clients in producer’s lien law issues (JMBM partner tried the leading landmark case on the California producer’s lien law)
- Representing agricultural concerns with significant government loans and ongoing contractual and labor issues
- Representing an individual grower against a growers association for breach of commitment contracts
- Representing major agricultural processors in various disputes, arbitrations and lawsuits involving sales and quality of produce and processed foods
- Representing the receivership of major farming, dairies and timber partnership, including land leases, trucking, FSA issues and farming; restructuring real estate debt to provide for long-term repayment
- Representing a European concern in the acquisition and subsequent sale of a multi-use agricultural facility
- Representing produce brokers in various commodities
- Restructuring term loan to cattle ranch
- Representing numerous lenders to failing dairies, in workouts, liquidation, sales, bankruptcy and lawsuits
- Restructuring of loan to major vegetable processor
- Sale of major seed company in Chapter 11, resulting in full payoff to lender syndicate
- Representing secured lender to rice growers in Chapter 11 and Chapter 12 cases
- Representing clients in the foreclosure and sale of numerous farms and ranches, including both real and personal property issues
- Representing wineries in Americans With Disabilities Act (ADA) compliance issues for tasting rooms and public grounds, and in related litigation
We also serve as general counsel to agricultural corporations. For example, for a large family-owned agricultural corporation we have handled its corporate dissolution, dealt effectively with a minority shareholder, arranged financing and provided succession planning to ensure the business is passed along to the family members who wish to operate it.
Please Contact Us
Our team takes a deep personal interest in your business. Although your agricultural business will share legal matters in common with others in the industry, we recognize that each client has unique issues and specific objectives. We would be pleased to discuss how we can help, and invite you to contact us.