Hospitality

We offer a full suite of legal services, including:

• Brand Standards
• Corporate/M&A
• Cybersecurity/Privacy
• ESG & Sustainability
• Franchising & Licensing
• Hotel Transactions – Purchases, Sales, Ground Leasing
• Hospitality Agreements – Management, Technical Services, Sales & Marketing, Food & Beverage
• Cross-Border and International Transactions
• Intellectual Property
• Labor & Employment
• Leasing & Licensing
• Litigation
• Real Estate Finance

We recognize that every hospitality business is unique, with its own set of challenges and goals. Our approach is personalized; we take the time to understand the specific needs of each business and tailor our services accordingly. We build lasting relationships with our clients, becoming a trusted resource and advisor for growing and evolving businesses to rely on while encountering challenges and changes created by varying regulatory, business, and economic considerations. We stay up to date with industry trends and legal developments to ensure clients are always informed and prepared to adapt.

 

Brand Standards

Our hospitality team includes intellectual property attorneys who address and handle intellectual property issues and matters arising from hotel brand requirements, look, signage, and signature elements. Our hospitality lawyers also handle franchise arrangements and requirements, direct brand management, and licensing agreements. We address out-of-compliance violation notifications and the cures, timing, and resolutions needed. Whether these issues arise from the status of hotel ownership, management, or the hotel brand itself, our hospitality team includes experienced intellectual property attorneys who can assist clients in responding to and resolving these matters.

Corporate/M&A
Navigating corporate and M&A transactions in the hospitality sector requires a deep understanding of both legal complexities and the unique dynamics of the hospitality industry. Our corporate attorneys provide experienced legal services for hospitality businesses, including hotel owners, operators, investors, management companies, and brands, structuring hotel corporate transactions to achieve success for a client’s purposes. We help our clients reach and maintain their strategic goals by delivering comprehensive legal support in M&A, joint ventures, and corporate structure and governance.

Corporate Services
Our corporate hospitality practice is centered on the unique needs and customs of that industry and the businesses operating in it. We assist clients in establishing, managing, and optimizing their corporate structures to maximize operational efficiency and profitability. From day-to-day corporate governance to strategic decisions about growth and investment, our team offers:

• Corporate Structuring & Compliance: Advising on the creation of entities, partnerships, joint ventures, and subsidiaries, and ensuring adherence to local, national, and international regulatory frameworks.
• Corporate Governance: Assisting in the development of strong corporate governance frameworks that support transparency, accountability, and compliance with hospitality industry standards.
• Operational Strategy: Providing strategic advice on mergers, acquisitions, and internal restructuring to meet the long-term goals of the business.
• Licensing & Regulatory Compliance: Guiding clients through complex licensing, land use and zoning, and regulatory issues that are specific to the hospitality industry, including business, employment, and food and beverage permitting and licensing, and the insurance issues and needs arising therefrom.

Mergers & Acquisitions
Mergers and acquisitions in the hospitality sector are often highly complex, involving diverse stakeholders, regulatory considerations, and industry-specific factors. Our corporate hospitality attorneys support clients acquiring property, selling a business, or entering a strategic partnership by providing the legal experience and knowledge necessary through every phase of the transaction. Our M&A services include:

• Due Diligence: Thorough analysis of financial, operational, and legal factors to ensure a smooth transaction. We identify potential risks, liabilities, and opportunities to help protect investments and achieve goals.
• Negotiations & Documentation: Crafting and negotiating the terms of sale and purchase agreements, asset deals, and share purchase agreements to ensure alignment with client objectives.
• Joint Ventures & Strategic Alliances: Structuring joint ventures, franchise agreements, and strategic alliances that promote growth, market penetration, and profitability in the competitive hospitality landscape.
• Post-Transaction Integration: Providing counsel on the integration of acquired businesses, including aligning operations, culture, and strategic objectives for long-term success.

With extensive experience in corporate law and M&A transactions tailored specifically to the hospitality sector, our hospitality lawyers are uniquely positioned to advise clients on complex, multi-jurisdictional, and cross-border deals. Our understanding of the hospitality industry’s regulatory, operational, and market nuances allows us to offer practical, results-oriented solutions for both large and small businesses. We work closely with clients through portfolio expansion, acquisition of new assets, or restructuring of corporate entities to achieve a smooth and efficient transaction that aligns with your business goals.

Cybersecurity & Data Privacy

The interconnected areas of cybersecurity and data privacy are critical concerns for the hospitality industry. Given the comprehensive consumer data privacy laws in close to half the states in the country, and regulators increasingly looking at cybersecurity protections and processes, cybersecurity and data privacy should not be ignored. Clark Hill’s cybersecurity attorneys and professionals address cybersecurity and data privacy issues with a particularly strong reputation in incident response for businesses across various sectors. Our cybersecurity attorneys’ proficiency extends to the hospitality industry through supporting clients with website privacy policies, company privacy and security practices, vendor agreements, risk assessments, and third-party risk management. Additionally, our cybersecurity professionals assist with disputes related to credit card processors and compliance with PCI DSS requirements, as well as litigation arising from cybersecurity or privacy issues. Whatever the specific cybersecurity or privacy requirements may be, our cybersecurity attorneys are well-equipped to provide the necessary support.

ESG/Sustainability

The hospitality industry often finds itself at the forefront of environmental, social, and governance (ESG) and sustainability challenges and opportunities, such as energy efficiency and carbon footprint reduction, water conservation, food waste reduction, employee welfare and development, community engagement, and ethical leadership and transparency. These topics increasingly draw the interest of the hospitality industry’s customers, employers, shareholders, suppliers, regulators, and communities—creating both opportunities, as well as legal and reputational risks, for businesses. Clark Hill’s international, multidisciplinary ESG & Sustainability advisory practice helps clients navigate these challenging issues, including corporate governance, responsible sourcing, climate change, mandatory and voluntary disclosures, and regulatory compliance.

Hotel Transactions/Management Agreements
Successful hotel transactions and management agreements require a comprehensive understanding of both legal and business considerations. Clark Hill’s hospitality attorneys help guide hotel owners, hotel management companies, and hotel brands in structuring and negotiating hotel and other hospitality management agreements, as well as in restructuring ownership/management relationships and financing arrangements, among other aspects of the hospitality industry. Our experienced team focuses on advising hotel owners, managers, investors, and brands on all aspects of hotel acquisitions, sales, financings, leasing and operational agreements, including seasonal kiosks, pop-up arrangements, and addressing all other items encountered in hotel operations.

Hotel Transactions:
Hotel transactions often involve and include interrelated and complex real estate, financial, and regulatory components as well as business goods and services vendor contracts on a continuing basis. Our hospitality lawyers assist clients through every step of the process, from due diligence and contract negotiation to closing the deal and complying with a seemingly crazy quilt of regulations, permitting and licensing requirements and conditions, data privacy and cybersecurity evolving issues and labor and employment matters. Whether a client is acquiring or selling a hotel property, financing or refinancing a new or an existing asset, structuring a joint venture, or establishing new or additional contract relationships, we seek to assist in executing the transaction smoothly to achieve a client’s goals and in compliance with applicable laws and regulations. Our services include:

• Hotel Acquisitions and Sales: Structuring and negotiating purchase and sale agreements.
• Real Estate Financing: Navigating the complexities of debt and equity financing for hotel transactions while addressing added concerns of hospitality-specific lenders and franchisor/brand requirements and documentation.
• Due Diligence: Identifying and addressing regulatory and operational risks.
• Structuring Deals: Creating compliant tax-efficient and operationally viable transaction structures and procedures.
• Operations: Negotiating and documenting such operational arrangements as technical services agreements, sales and marketing agreements, food and beverage agreements and licensing, executive employment and compensation agreements, collective bargaining agreements where unions are involved, ground leasing agreements, and more.

Hospitality Management Agreements
A well-negotiated hotel management agreement (HMA) is crucial to aligning the interests of hotel owners and operators. Our team focuses on HMA terms and conditions applicable to the client’s specific properties and goals, crafting tailored HMAs (or modifying existing form HMAs) to negotiate protections for our clients’ investments and help achieve operational success. We work with hotel owners to negotiate favorable terms with top-tier management companies, as well as to resolve disputes, protect intellectual property, and ensure compliance with franchise and operational guidelines. Our experience covers:

• Negotiation of Terms: We help define clear expectations around management fees, performance benchmarks, term length, and termination clauses.
• Owner and Operator Rights: Ensuring that the rights of the hotel owner are protected while enabling efficient day-to-day management.
• Franchise Agreements: Assisting with franchise negotiations and ensuring alignment with management agreements.
• Performance & Termination Clauses: Structuring performance-based clauses and conditions for early termination, including handling disputes.

Cross-border and International Transactions

Our team has extensive experience in handling cross-border and international transactions, particularly in the areas of acquisitions and the sale of operations involving clients from the U.S., Europe, and Mexico, as well as forming joint ventures and advising on and documenting the financing of such transactions. Our hospitality lawyers regularly advise clients on international franchise transactions that facilitate the expansion of the hospitality industry in Mexico. We assist franchisors, licensors, and distributors seeking to penetrate the Mexican market through international and cross-border agreements. Additionally, our team is well-versed in providing guidance to U.S. and foreign clients on real estate matters in Mexico, navigating the complexities of local regulations and market conditions. Our U.S. and Mexican tax attorneys advise clients on a wide range of cross-border and international transactions, with a particular focus on the hospitality sector. Furthermore, our team supports clients in securing financing for hospitality assets in Mexico, as well as in advising the lenders providing such financing, negotiating, and documenting the same, and helping clients navigate local financial institutions and investment opportunities to optimize their capital structure.

Intellectual Property
Our intellectual property attorneys support hospitality clients by globally protecting their brands, expression of ideas, inventions, and business methods. Travel destinations, hosting services, food and beverage services, entertainment venues, and other hospitality clients rely on our team to obtain, license, and maintain their trademark, copyright, and patent portfolio, and enforce and defend their intellectual property rights in and out of the courtroom. We provide counsel to clients in the following intellectual property matters:

• Patent, trademark, trade dress, and advertisement clearance
• Intellectual property registration
• Intellectual property licensing
• Intellectual property enforcement and defense

Labor & Employment

Our Labor and Employment attorneys understand and navigate the complex workplace challenges faced by today’s hospitality employers. Our team provides nationwide legal counseling on a full scope of the following issues: employment discrimination; employment contracts; noncompete agreements; ADA compliance; FLSA/wage and hour; independent contractors; discrimination claims; labor relations and union strategies; negotiation and analysis of collective bargaining agreements and development of employee handbooks, and policy manuals. We also have extensive experience in wrongful discharge and other employment litigation claims. Our labor and employment attorneys understand how hospitality clients are affected by matters related to potential employee claims and we work diligently to help guide clients through the maze of laws and regulations that impact hospitality-related businesses.

Our team advises clients in formulating their labor and employment policies, provides regularly scheduled and as-needed counseling, and negotiates the resolution of employment issues in every national jurisdiction to help employers avoid employment disputes before they become significant concerns. Policy revision, separation negotiation, reduction-in-force planning, project opening, and management training are essential elements for preventing unnecessary employment risk and exposure to litigation. Regular audits of wage and hour practices, reviews of immigration documents, and legal support for internal investigations allow hospitality leaders to feel secure in matters of legal compliance and the knowledge that their guided direction is consistent with industry best practices.

Licensing and Permitting

Our experienced attorneys can help with all federal, state, and local permitting and licensing requirements, including business licenses, food handling, storage, preparation and service licenses and permits, sales tax licenses, lottery licenses and permits, unemployment tax registration, CBD, Delta-8 THC, and tobacco sales permits.

If clients sell, manufacture, or distribute alcohol, our alcohol attorneys can help ensure that they are and remain compliant with local, state, and federal rules and regulations relating to:

• Acquisitions and dispositions of liquor licenses
• Transfer of existing liquor licenses
• Regulatory compliance relating to alcohol sales
• Manufacturing of beer, wine, and spirits
• Advertising alcoholic products

Litigation
Our litigation practice in the hospitality industry provides comprehensive legal representation for businesses facing a wide range of disputes. We specialize in matters such as contractual disagreements, personal injury claims, employment-related issues, premises liability, intellectual property conflicts, and regulatory challenges. With a deep understanding of the unique legal landscape governing the hospitality and leisure sector, our attorneys navigate the complexities of local, state, and federal regulations.

We represent clients in both state and federal courts and are skilled in alternative dispute resolution methods, offering strategic solutions for resolving disputes efficiently. Our team is committed to delivering effective advocacy while protecting our clients’ interests.

For the hospitality industry specifically, we handle:

• Hotel management agreements (negotiation and drafting)
• Disputes with hotel managers and operators
• Condominium association litigation
• Landlord / Lease disputes
• Commercial evictions
• Property management agreements (negotiation and drafting)
• Disputes with property managers
• Employment-related disputes, including labor law issues and wrongful termination
• Premises liability claims and personal injury defense
• Intellectual property disputes, including trademark and copyright matters
• Regulatory compliance and challenges related to licensing and local ordinances

Our team provides exceptional legal counsel and advocacy for clients within the hospitality sector, ensuring their rights and interests are well protected in any legal dispute.

Real Estate and Real Estate Financing
We offer comprehensive legal and advisory services tailored to the hospitality real estate sector, including:

• Acquisition and Disposition: Guidance on the buying and selling of hospitality properties, ensuring smooth transactions and compliance with local regulations.
• Development and Financing: Assistance with development projects, from zoning and permits to financing options and construction contracts and financing requirements.
• Leasing and Management Agreements: Negotiate and draft ground and operational leases, management agreements, and funding that help protect clients’ interests and promote operational success. Additionally, we assist clients in analyzing and negotiating terms and conditions in subordination, non-disturbance and attornment agreements, lender comfort letters, and estoppels often required for hotel properties and their operations. Care should be taken to ensure that leasing, franchising, and financing arrangements are coordinated and are not affected or amended inadvertently by overly broad or restrictive language in such documentation.
• Regulatory and Financing Compliance: Support in navigating the complex web of regulations governing hospitality properties, ensuring adherence to local, state, and federal laws as well as recognizing and complying with financing covenants and requirements imposed by lenders’ documentation and branding directives.
• Dispute Resolution: Effective strategies for resolving disputes related to hospitality properties and their financial structures, whether involving lenders, partners, vendors, or regulatory authorities as well as recognizing and complying with financing covenants and requirements imposed by lenders’ documentation and branding directives.