The Learned Concierge - January 2026, Vol. 26
The Learned Concierge
Welcome to your monthly legal insights on the trends impacting the Retail, Hospitality, and Food & Beverage Industries.
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Alcohol Law
Alcohol Giveaways and Ohio Liquor Laws: What You Need to Know
As the season of giving approaches, the Ohio Department of Commerce Division of Liquor Control is offering a reminder of legal — and illegal — methods of giving away beer and liquor as part of charitable fundraisers. Click here to read more.
Proposed Bill Would Increase Excise Tax on Alcohol Sales in Massachusetts
A newly proposed bill would create an optional 2% excise tax on the sale of alcohol in Massachusetts bars, restaurants, and liquor stores. The funds would be used for addiction and recovery programs for participating municipalities. Click here to read more.
Alcohol Makers Allowed to Choose Text or Pictogram Under New Warning Label System From September 2026
The government plans to introduce a new warning label system for alcoholic beverages that allows manufacturers to choose either a text warning or a pictogram starting next September, according to officials on Saturday.
The health ministry requires companies to newly include a drunk-driving warning on soju, beer, and all other alcoholic products, but they may select one method of display — either a written warning text or an illustrated pictogram — under a revision to the enforcement rule of the National Health Promotion Act. Click here to read more.
How Missouri Can Reclaim Its Wine Industry
Today, Missouri wine survives, but it does not dominate. The question many growers, historians, and business owners ask is simple: what went wrong—and what needs to change for Missouri wine to grow again? The answer lies in what happened after Prohibition and how modern alcohol regulation, distribution economics, and policy choices continue to cap growth. Click here to read more.
Proposed Chicago ‘Liquor Tax’ Sparks Criticism as Some Fear it Will Drive Sales to Suburbs
A new tax on alcohol that was proposed in Chicago’s City Council could have big implications for both shoppers and retailers. The 3 percent liquor tax increase would apply to off-premise sales. That could bring city sales taxes on off-premise beer, wine, and spirits to 13.25 percent – on top of other state, federal, and local taxes. Click here to read more.
Cannabis
Historic Marijuana Rescheduling to Schedule III: The Football Just Moved Closer to the End Zone
Craig Small authored an article, “Historic Marijuana Rescheduling to Schedule III: The Football Just Moved Closer to the End Zone.”
On Dec. 18th, President Trump signed an executive order directing the Attorney General to expedite the rescheduling of marijuana from Schedule I to Schedule III under the Controlled Substances Act. This represents the most significant federal policy shift on marijuana in decades, with far-reaching implications for the cannabis industry—particularly around taxation and business operations. This will result in a significant increase in marijuana cultivators’ and manufacturers’ profit margins if business practices are updated accordingly.
Cybersecurity & Privacy
The Monthly Rundown of All Things Cyber, Privacy, and Technology
Click here to read the Right to Know – December 2025, Volume 36
Environmental & Natural Resources
PFAS in Products: Minnesota Adopts PFAS Reporting and Fees Rule
Chris Clare and Maram Salaheldin authored an article, “PFAS in Products: Minnesota Adopts PFAS Reporting and Fees Rule.”
After a two-year rulemaking process, on Dec. 8th, the Minnesota Pollution Control Agency (“MPCA”) finalized a rule that, with very limited exemptions, imposes a first-of-its-kind reporting requirement on manufacturers of products sold, offered for sale, or distributed in Minnesota and that contain intentionally added per- and polyfluoroalkyl substances (“PFAS”). The rule also requires these manufacturers to pay associated reporting fees. Pursuant to an extension granted by MPCA, initial reports and fee payments are due by July 1, 2026. Subsequent reports will be due each year on Feb. 1st.
ESG & Sustainability
A Deep-Dive into the ED Deforestation Regulation: Implications for U.S. Businesses
Maram Salaheldin and Sean Nolan authored an article, “A Deep-Dive into the ED Deforestation Regulation: Implications for U.S. Businesses.”
Update: On Dec. 17th, the Parliament adopted the targeted changes to the EUDR discussed in this alert. The Council is expected to ratify the adoption of the amending regulation, with the changes to take effect by year-end. The press release is available at this link.
Further delays and simplification measures related to the EU Deforestation Regulation 2023/1115 (“EUDR”) are once again imminent, following a provisional political agreement on targeted revisions reached between the European Council and the European Parliament on Dec. 4th. If the proposed changes are endorsed and published in the EU’s Official Journal this month, they will enter into force, including a one-year delay to Dec. 30, 2026, for the requirements coming into effect for large and medium-sized companies (June 30, 2027 for small- and micro-enterprises (“SMEs”)), including U.S. businesses supplying EU customers with products containing wood, cocoa, soy, palm oil, coffee, cattle, rubber, and their derivatives. Around this time last year, the first one-year delay was proposed, and affected businesses have been seeking practical guidance on how to prepare for compliance amid the uncertainty. This overview of the EUDR includes key requirements, recent developments, and broader context as a general guide.
Food & Beverage
Food Processors and Private Label Manufacturers Added to the Queue for Traceability Data Exchange Through the ReposiTrak Traceability Network
ReposiTrak (NYSE:TRAK), the world’s largest food traceability and regulatory compliance network, leveraging its established inventory management and out-of-stock reduction SaaS platform, announces the addition of food processing and private label manufacturing companies to the ReposiTrak Traceability Network®. These companies will efficiently exchange intricate, FDA-required Key Data Elements (KDEs) for each Critical Tracking Event (CTE) in their supply chains, with the goal of meeting the growing traceability demands of their retail and restaurant customers. Click here to read more.
Food Labeling
China Issues Detailed Q&As to Help Food Firms Navigate Label Overhaul
Chinese regulators have published new guidance documents to help food firms navigate new nutritional label regulatory updates, in hopes of boosting compliance. Click here to read more.
Hospitality
How Bleisure Travel Is Evolving into Family-First Workcations
Remote work isn’t just changing offices—it’s reshaping travel. Forbes reports that interest in “bleisure” trips—where business meets leisure—is up 25%. Hotels are taking note, designing spaces that mix work-friendly amenities with ways to recharge. Expect this trend to drive new hotel concepts by 2026. Click here to read more.
Are Casinos Coming to NYC?
NY Mets Owner, Steve Cohen, has received approval to operate a casino near Citi Field in Queens, as one of three projects selected for gambling licenses. Cohen partners with Hard Rock International and plans to build a Metropolitan Park Complex with a gaming facility, live entertainment venue, multiple restaurants, shops, a hotel, and a convention center. Bally’s plans to operate a gaming facility at the site of the Bronx golf course and Genting Group’s Resorts World proposes to expand a casino next to Aqueduct Raceway in Queens. Click here to read more.
International Trade
U.S. Eases Agricultural Tariffs Under IEEPA Authority, Offering Targeted Relief to Importers and Consumers
Mark Ludwikowski, Kelsey Christensen, Kevin Williams, Aristeo Lopez, and Laura Quesada authored an article, “U.S. Eases Agricultural Tariffs Under IEEPA Authority, Offering Targeted Relief to Importers and Consumers.”
On Nov. 14th, the White House announced a significant modification to the “reciprocal” tariff regime imposed earlier this year under the International Emergency Economic Powers Act (“IEEPA”). The Administration removed or reduced reciprocal tariffs on over 200 agricultural products; a move intended to ease supply pressures and stabilize food prices nationwide in time for the holidays.
There are moments in public policy when you can feel the temperature come down a degree or two. This agricultural tariff relief is one of those moments. In a year marked by volatility in global food markets, this adjustment offers a measure of predictability for U.S. businesses and consumers.
Update on IEEPA Tariff Refund Litigation: Where Things Stand and What Importers Should Consider Next
Mark Ludwikowski, Kelsey Christensen, Kevin Williams, Aristeo Lopez, Ashley Gifford, Amal Sheheen, and Laura Quesada authored an article, “Update on IEEPA Tariff Refund Litigation: Where Things Stand and What Importers Should Consider Next.”
In 2025, certain importers challenged the lawfulness of tariffs imposed by the Trump Administration under the International Emergency Economic Powers Act (IEEPA) in V.O.S. Selections v. Trump. Both the Court of International Trade (CIT) and the Federal Circuit have since held that IEEPA does not authorize the imposition of tariffs. Those rulings are now before the Supreme Court of the United States, which heard oral argument on Nov. 5th, in V.O.S. Selections v. Trump and a companion case.
Although the Supreme Court has not yet issued an opinion on the lawfulness of IEEPA tariffs, many importers filed protective actions at the CIT under 28 U.S.C. § 1581(i) in November and December 2025 to preserve their ability to obtain refunds of IEEPA duties. These protective CIT cases were filed in anticipation of a large number of imports becoming finalized by the U.S. Customs and Border Protection (CBP) through a process called liquidation, and amid uncertainty about the court’s authority to order refunds through re-liquidation.
Labor & Employment
From Algorithms to Deepfakes: AI Risks Every Employer Must Confront.
Vanessa Kelly and Peter Berk authored an article, “From Algorithms to Deepfakes: AI Risks Every Employer Must Confront.”
AI enables threat actors to improve their methods, identify targets, and infiltrate hiring systems through fake resumes, deepfakes, and manipulated interviews. Companies need to be prepared to detect and respond to these threats.
Starbucks Reaches Settlement with NYC Workers
Starbucks has agreed to pay $35 million to settle NYC workers’ claims that Starbucks denied them stable schedules and arbitrarily cut their hours. NYC’s Fair Workweek statute can pose challenges to employers for compliance. This law requires employers provide workers regular schedules that stay the same week-to-week; 14 advance notices of schedules; premium payment for changes; allow workers to say no to extra hours; offer existing new workers the opportunity to work additional hours before hiring new employees; not reduce hours by 15% or fire the employee without cause; and must reinstate laid off employees by seniority if hours become available. Starbucks found itself under investigation after employees at multiple locations complained of violations. Click here to read more.
Industry Trends
2026 Review and Forecast – DFW’s Retail Market
Dallas–Fort Worth Retail Outlook: Record Occupancy, Disciplined Growth, and the Continuing “Year of the Grocer”
The Dallas–Fort Worth retail market enters 2026 with fundamentals that remain among the strongest in the nation. According to the 2026 Weitzman Retail Forecast, overall retail occupancy reached approximately 95.3% at year-end 2025, marking the third consecutive year of record-high occupancy and the longest period of balanced supply and demand since Weitzman began tracking the market in 1990. Net absorption in 2025 exceeded 1.1 million square feet, following even stronger absorption in 2024, demonstrating the market’s ability to absorb both new and second-generation space despite economic uncertainty.
Tailwinds and Headwinds Across Retail Asset Classes
Across asset classes, necessity-based retail continues to outperform.
Grocery-anchored centers remain the strongest segment of the market, posting the highest occupancy rates and driving new development and redevelopment activity. Grocers continue to serve as demand anchors for surrounding small-shop space, reinforcing Weitzman’s conclusion that 2026 will remain the “year of the grocer.” Consumer demand for daily-needs retail has proven resilient even as inflation has pressured discretionary spending.
Community and power centers also continue to perform well, supported by strong leasing from discount retailers, fitness operators, medical users, and service-oriented tenants. Backfilling of big-box vacancies has contributed to positive absorption, though tenants have become more selective, resulting in longer deal timelines and heightened underwriting scrutiny.
Mixed-use and urban retail remains viable in well-located, residentially supported submarkets, but is increasingly constrained by capital markets and cost pressures. Elevated construction costs, higher interest rates, and tariff uncertainty have slowed new starts, favoring infill and phased projects with proven demand.
Freestanding and single-tenant retail remains highly competitive, with strong demand from quick-service restaurants and medical and service users. Limited pad-site availability continues to support occupancy and pricing, though land and construction costs remain a constraint on new supply.
Macroeconomic Headwinds Shaping 2026
While retail fundamentals remain strong, several macroeconomic headwinds are influencing market behavior. Inflation has increased operating and build-out costs, leading tenants to be more cautious in expansion decisions. Tariff uncertainty – particularly affecting construction materials and equipment – has added volatility to project budgeting and scheduling. Construction cost escalation, driven by labor shortages, insurance costs, and materials pricing, has constrained speculative development. In addition, immigration and labor dynamics have tightened the construction labor market, extending delivery timelines and increasing wage pressures, even as continued population growth supports long-term retail demand.
Outlook
Despite these headwinds, DFW’s retail market remains well-positioned entering 2026. Disciplined development, strong population growth, and continued grocer expansion are preserving high occupancy and positive absorption. For market participants, necessity-based retail—led by grocery-anchored centers—continues to offer the most durable performance profile.
Legal Considerations for Owners, Developers, and Retailers
- Construction and Development Contracts: Escalating costs and tariff uncertainty heighten the importance of clear price-escalation clauses, force majeure provisions, and delivery timelines.
- Leasing Strategy: Longer deal cycles and tenant selectivity increase the value of flexible lease structures, early termination rights, and co-tenancy protections.
- Financing and Capital Markets: Lenders remain focused on grocery-anchored and necessity-based assets; mixed-use and speculative projects face heightened scrutiny.
- Land Use and Entitlements: Infill and redevelopment opportunities may require zoning, platting, or use amendments as obsolete retail is repositioned.
- Labor and Compliance: Immigration and workforce constraints affect construction schedules and compliance obligations for contractors and developers.
2025 Texas Legislative Session Overview
The Texas Legislature convened for its regular session from January through May 2025 and subsequently held two special sessions during the summer. Several legislative outcomes from the 2025 session are particularly relevant to retailers and developers operating in Texas.
Organized Retail Theft
In response to the growing prevalence and sophistication of organized retail theft, the Texas Legislature passed Senate Bill 1300, authored by Senator Pete Flores (R–Pleasanton) and Representative David Cook (R–Mansfield). This legislation expands the statutory definition of organized retail theft and enhances criminal penalties associated with these offenses. By strengthening enforcement tools and deterrents, SB 1300 aims to better protect retailers, shopping center owners, and consumers from coordinated theft activities that have resulted in significant financial losses across the state. Specifically, the bill:
- Expands the definition of “organized retail theft.”
SB 1300 broadens the conduct that qualifies as organized retail theft, capturing coordinated theft schemes that may involve multiple actors, booster crews, fencing operations, or the aggregation of theft activities across multiple retail locations. This makes it easier for law enforcement and prosecutors to pursue cases that reflect how modern retail theft actually occurs. - Allows aggregation of theft amounts.
The legislation permits the value of stolen merchandise to be aggregated across multiple incidents and locations when the thefts are part of a continuing scheme or course of conduct. For retailers with multiple stores or shopping center locations, this is critical—it allows repeat, smaller thefts to be prosecuted as a single, more serious offense rather than isolated low-level misdemeanors. - Increases criminal penalties.
By expanding felony thresholds and enhancing penalties tied to aggregated values, SB 1300 increases the potential consequences for organized retail theft rings. Higher penalties improve deterrence and signal legislative recognition of the economic impact these crimes have on retailers and commercial property owners. - Strengthens prosecutorial leverage.
The clarified definitions and enhanced penalty structure give prosecutors greater leverage in charging decisions and plea negotiations. This increases the likelihood of meaningful accountability for organized theft operations rather than minimal penalties that fail to disrupt ongoing criminal activity. - Improves protection for shopping centers and consumers.
By targeting organized theft operations more effectively, SB 1300 helps reduce repeat theft, improve safety within retail environments, and limit downstream impacts such as store closures, increased prices, and higher security costs that ultimately affect consumers and landlords.
Importantly, SB 1300 shifts organized retail theft from being treated as a series of minor shoplifting incidents to a prosecutable, high-impact crime, offering retailers stronger legal tools to combat theft rings and protect their operations.
Increase in Business Personal Property Tax Exemption
On November 4, 2025, Texas voters overwhelmingly approved Proposition 9 by a margin of 65% to 35%. Proposition 9 implements House Joint Resolution 1 and House Bill 9, sponsored by Representative Morgan Meyer (R–Dallas) and Senator Paul Bettencourt (R–Houston), which were enacted during the regular legislative session. The measure significantly increases the business personal property tax exemption from $2,500 to $250,000. This substantial increase is expected to eliminate business personal property taxes for many small and medium-sized businesses, providing meaningful tax relief and reducing administrative burdens for Texas employers.
Tampering with a Gift Card
The Legislature also addressed consumer fraud and retail crime through the passage of Senate Bill 1809, authored by Senator Pete Flores (R–Pleasanton) and Senator Stan Lambert (R–Abilene). SB 1809 creates a specific criminal offense for the fraudulent use, possession, or tampering with gift cards, gift card packaging, or related data and redemption information. The new law is intended to curb increasingly common gift card scams and protect both retailers and consumers from financial harm associated with these fraudulent practices. Specifically, the bill:
- Creates a clear, stand-alone criminal offense.
SB 1809 establishes a specific offense for the fraudulent use, possession, or tampering with a gift card, gift card packaging, or gift card data (including redemption or access information). This removes ambiguity about how these crimes are charged and ensures gift card fraud is treated as a distinct and serious retail crime. - Addresses multiple points in the fraud cycle.
The statute is intentionally broad, allowing prosecution not only of individuals who redeem compromised gift cards, but also those who possess altered cards, packaging, or stolen gift card data. This is critical for retailers, as it allows law enforcement to intervene earlier in organized fraud schemes—before losses occur at the point of sale or redemption. - Enhances deterrence of organized gift card scams.
Gift card fraud often involves organized operations that tamper with cards in-store, steal activation data, and later drain balances. By criminalizing possession and tampering—rather than only successful redemption—SB 1809 increases the risk to fraud rings and strengthens deterrence. - Reduces chargeback and reimbursement losses.
Clear criminal liability supports retailers’ fraud-prevention and loss-recovery efforts by improving cooperation with law enforcement and increasing the likelihood of prosecution. Over time, this can help reduce chargebacks, reimbursement claims, and administrative costs associated with gift card fraud. - Protects consumer trust and brand reputation.
Gift cards are a high-volume retail product and a key revenue driver, particularly during holidays. By addressing gift card tampering and data theft, SB 1809 helps retailers protect consumers from unknowingly purchasing compromised cards, preserving customer confidence and brand integrity.
SB 1809 gives retailers a clearer legal framework and stronger enforcement mechanisms to combat gift card fraud at every stage, helping reduce losses, disrupt organized schemes, and protect both consumers and retail brands.
The Texas Legislature doesn’t have a regular session in 2026 but Senate and House Committees will be working on issues to prepare for the next session that starts in January 2027. Clark Hill will continue to monitor issues of import to retailers in Texas.
This publication is intended for general informational purposes only and does not constitute legal advice or a solicitation to provide legal services. The information in this publication is not intended to create, and receipt of it does not constitute, a lawyer-client relationship. Readers should not act upon this information without seeking professional legal counsel. The views and opinions expressed herein represent those of the individual author only and are not necessarily the views of Clark Hill PLC. Although we attempt to ensure that postings on our website are complete, accurate, and up to date, we assume no responsibility for their completeness, accuracy, or timeliness.
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