Jerry has extensive experience advising clients, across a range of industries and service sectors, that are engaged at all levels of the distribution chain. He has represented clients ranging from heavy equipment manufacturers and dealers to software developers and resellers.
Distribution law refers to the law governing the flow of goods and services from their creation to their delivery to the end-user. Distribution law draws from multiple disparate fields of law, including the law of contracts, business entities, tax, intellectual property, antitrust, and product liability. Because distribution law draws from multiple fields of law, the highly segmented way that lawyers practice law often fails to efficiently deliver value for companies engaged in the production or distribution of goods or services. With extensive experience in all aspects of distribution law, Jerry is distinctly positioned to provide comprehensive representation to meet the needs of his distribution clients.
Here are some of the ways Jerry serves his distribution clients:
Product development and procurement. Advising clients entering into development services agreements, contract manufacturing agreements, or upstream purchase agreements.
Importation and customs. Advising clients on the legal issues related to the importation of goods, including tariff classification, valuation, and product labeling.
Warehousing, logistics, and fulfilment. Assisting both providers and their customers in the negotiation and drafting of logistics services agreements, warehousing agreements, and fulfillment agreements, and in the legal issues arising out of such agreements.
Distribution agreements. Advising clients on, and drafting, a range of agreements establishing the channel relationship, including distribution agreements, franchise agreements, sales representative agreements, teaming and joint venture agreements, consignment agreements, software distribution agreements, and technology reseller agreements.
Licensing agreements. For clients who choose a licensing path to market, advising on, and drafting, licensing agreements for the use of trademarks, patents, and other intellectual property rights.
Customer contracting. Advising on, and drafting, contracts reflecting customer and client relationship, including sale contracts, terms and conditions of sale, master purchase agreements, equipment finance and security agreements, master services agreements, services agreements, and SaaS agreements.
Multistate sales tax and income tax compliance. Helping clients navigate the complexities of multistate sales tax and corporate income tax compliance.
International distribution issues. Advising clients on issues and legal requirements specific to international distribution, including the use of foreign sales representatives or distributors, the requirements of the Foreign Corrupt Practices Act, and US export control requirements.
International taxation issues. Structuring international transactions to achieve maximum global tax efficiency and to comply with applicable transfer pricing regulations.
Customer Warranties. Advising clients on how to structure warranty obligations in customer agreements, on their obligations under those agreements, and on distributors’ warranty reimbursement rights under agreements with their manufacturers.
Risk management and product liability. Advising clients on proper legal steps for the mitigation of risk, including exposure to product liability claims.
General business and corporate governance. Assisting distribution clients with the legal issues arising out of their day-to-day operations, including employment relationships, corporate governance issues, commercial lease agreements, stock issuances and redemptions, share transfer agreements, and shareholder agreements.
Protection of intellectual property. Helping distribution clients with the protection of their intellectual property rights through trademark registrations, copyright registrations, CBP trademark and copyright recordation, patent infringement claims, non-disclosure (or confidentiality) agreements, and non-competition and non-solicitation agreements.
Mergers, acquisitions, and business sales. For clients seeking to enter a new market through a merger or acquisition, or to exit a market through a business sale, representation at each stage of the transaction, from the letter of intent, through due diligence, to closing.
- Representation of multiple heavy equipment dealers in disputes with manufacturers over termination or threatened termination of their dealerships.
- Representation of a Swiss corporation in an international dispute over the termination of the corporation’s US value-added reseller.
- Representation of a UK distributor in its dispute with a US-based global wine and spirits wholesaler.
- Representation of a French sales representative in post-termination claims against a US manufacturer.
- Representation of a regional tax franchise in a dispute with several of its franchisees.
- Representation of a national health food franchisor in a dispute with its franchisee.
- Representing franchisees in disputes with franchisors in franchise systems ranging from pretzels, to embroidery, to home inspections.
- Representation of former franchisees in connection with enforcement of post-termination non-competition agreements.
- Representation of a US distributor of industrial products in the drafting and negotiation of an international distribution agreement with its Indian supplier.
- Advising a US distributor of ventilation products in negotiations with its foreign supplier.
- Representation of a distributor against a warehouse provider in connection with a warehouse lien.
- Advising a UK sales representative on negotiations for a Sales Representative Agreement with a US manufacturer.
- Advising a Belgian company on negotiations for a Sales Representative Agreement with its US sales representative.
- Representing a medical device distributor on claims against it for product liability and negligence.
- Representation of a Canadian service provider in its dispute with a US service provider.
- Representation of multiple manufacturers, distributors, and retailers in collection against customers for non-payment.
- Representation of a global shipping and logics company in a collection action against its US customer
- Advising dealers and distributors in relation to their customer warranty obligations.
- Advising both domestic and foreign companies on the creation and structure of joint venture agreements for the provision and sale of services and goods.
- Drafting, or advising, both domestic and foreign companies on Master Services Agreements with their clients or customers.
- Representing clients on the sale or acquisition of businesses in such wide-ranging industries as healthcare, pharmaceuticals, hospitality, and retail sales.
- Representation of a global shoe manufacturer and distributor in connection with alleged trademark infringement.
- Assisting multiple clients in connection with the registration and maintenance of trademarks, including the appeal of trademark office actions.
- Representation of both landlords and tenants in commercial lease negotiations.