Outside General Counsel

Many Vorys attorneys previously worked inside the legal departments of some of the nation’s brands.

This experience provides a unique perspective when counseling consumer products and retail companies across the country. Our attorneys regularly provide counsel to brands while they are weighing their toughest business decisions. These often involve litigation oversight and strategy, crisis management, corporate governance and international expansion. We are also on call to provide guidance on issues that arise during the normal course of business. We have the experience and foresight necessary to help clients understand the potential impact of their decisions, including the benefits, risks and exposure that could come as a result.

Employment Litigation

Vorys’ labor and employment practice encompasses a variety of functional areas working together as a team for our consumer products and retail clients.

The success of Vorys’ labor and employment practice is a byproduct of strong employment litigators and a deep knowledge of the industry. Our team of attorneys has vast experiences in single plaintiff and class action litigation.

We have defended brands in federal and state courts against all kinds of labor and employment claims, ranging from individual lawsuits under statutes like the ADA, to complex, high-risk class actions asserting wage and hour or discrimination claims. Our attorneys have the experience to put the defense of any employment lawsuit in its proper perspective, viewed from the standpoint of our clients’ fundamental interest in building and maintaining strong, dynamic relationships with their workforces while reducing risk and managing legal costs.

One of the greatest business risks faced by retailers today is the wage and hour class action. During the past several years, many high profile employers have been hit with class action lawsuits alleging they misclassified associates as exempt, failed to pay for meals and breaks, did not provide seats, and worked associates off the clock.

In these suits, the named plaintiffs generally bring causes of action for violations and seek to recover unpaid overtime, waiting time penalties, and attorneys’ fees. Other popular claims raised in wage and hour class actions are claims for denial of meal and rest breaks and for improper wage deductions.

Vorys has long defended both single plaintiff and class action wage and hour litigation across the country. As you likely know, brands within California are particularly vulnerable to such class action litigation. In just the last several years, Vorys attorneys have defended more than 70 wage and hour class actions in courts throughout California. Our experiences in California have been instructive for similar cases nationally.


Employment, Labor and Workplace Safety Law Counseling

In addition to our robust labor and employment litigation practice, our team of attorneys also regularly counsel brands on a full range of employment issues.

This includes policy development, specific associate relations support and strategic advice on initiatives such as management restructuring and change management. Additionally, we represent our consumer product and retail clients in union organizing campaigns and negotiate collective bargaining agreements. In-house employment counsel, management, and human resources professionals constitute an employer’s first line of defense against exposure to employment litigation. We assist companies and managers in anticipating and preventing employee relations problems through education, training and counseling. We also assist brands in preparing and implementing personnel policies designed to minimize potential liability and establish best practices. We offer strong experience in Ohio workers’ compensation, the Occupational Safety and Health Act (OSHA), the Americans with Disabilities Act (ADA), the Family and Medical Leave Act (FMLA) and all claims against employers related to the physical and mental health of employees. We publish an FLSA Guide for Retailers, which is specially designed to help retailers navigate the ever-changing rules associated with the FLSA, and a 50-state survey of a variety of labor and employment laws for our national clients.

Contracts and Licensing Practice

Several of our attorneys dedicate the majority of their contract and licensing practices to major brands.

Given the firm’s focus on the industry, we think a brand would be hard-pressed to present us with a general corporate issue we have not already tackled. We have handled numerous celebrity design and endorsement agreements; negotiated agreements between QVC and HSN and our clients; negotiated distribution and supplier agreements with manufacturers; provided advice and guidance on customs and trade issues including matters of origination, valuation, classification, and potential antidumping and countervailing duties; provided tax counseling; and managed local, state and federal tax audits and litigation. We also assist our brand clients with finance, corporate governance and compliance issues.

Our attorneys have represented both licensors and licensees in transactions involving clothing, footwear, technology, patents, proprietary and open source software, internet applications, major brands, trade secrets, media and publications.

We have negotiated multimillion-dollar licenses for nationally and internationally known brands.

Recent experience in this area includes the following:

  • Representing brands in licensing and endorsement deals with the NFL, Major League Baseball, Demi Lovato, Selena Gomez, Tamar Braxton, Elton John, Sarah Ferguson (the Duchess of York), Christian Siriano, Nicole Williams, Tyra Banks, Dr. Patricia Wexler and more than 100 colleges and universities.
  • Negotiating multimillion-dollar licenses for nationally and internationally known brands in industries as diverse as clothing, food, pet accessories, pharmaceuticals and biotechnology.

Additionally, our attorneys have substantial experience in helping brands establish and operate gift card and customer loyalty programs and in providing guidance on appropriate disclosures and disclaimers, restrictions on card expiration and loss of value, escheat issues, and terms and conditions governing program participation. In fact, we maintain and update monthly a 50-state survey on gift card laws. We have drafted and negotiated a variety of related third-party agreements for services such as gift card production, transaction processing and distribution to retail channels. Our experience also extends to the unique joint marketing, customer service and contracting issues that are raised by private label and affinity credit card programs.


Real Estate

Vorys’ experienced real estate attorneys regularly represent brands in the full range of real estate matters.

We provide timely and efficient service on all types of real estate-related transactions and issues, including purchase and sale transactions, leasing, sale/leasebacks, real estate finance, zoning, design and construction contracts, environmental matters, tax-free exchanges and real estate development matters. The firm has particularly deep experience in assisting clients in the development of distribution centers and data centers.

Vorys acts as national leasing counsel to numerous brands, providing the background and context to understand both the legal and business issues involved with each client's real estate portfolio.

Our nationwide retail leasing experience has involved many categories of retailers, including apparel, services, and food and beverage. We have substantial experience with retail landlords nationwide.


Vorys eControl was founded on this vision: to provide effective, efficient and legally compliant solutions that allow companies to protect and grow their brand value by controlling sales in the age of eCommerce. Today, we represent nearly 300 brands, including several of the world’s largest companies. We regularly speak across the country educating companies and service providers regarding innovative solutions to the challenges involved in controlling sales across online and brick-and-mortar channels.

Identifying and neutralizing issues with unauthorized sales, MAP violations, brand equity, erosion, product diversion and quality control, Vorys helps companies achieve their goals with an array of services from consultations and strategy development to providing foundational polices and enforcement. Vorys’ full scope of services allows us to provide a truly comprehensive approach that delivers unique business value.

We have represented nearly 300 leading companies in several industries, ranging from Fortune 50 corporations to niche product companies. We work daily with C-suite executives as well as leaders in e-commerce, sales and legal departments at many of the world’s largest brands.

Information Technology

Vorys’ experience in IT and e-commerce contracting is extensive.

A few of the many areas in which we have provided IT and e-commerce contracting counsel and assistance to our consumer products and retail clients include:

  • E-commerce hosting and fulfillment
  • ERP licensing, implementation and services
  • Warehousing, distribution and logistics licensing, implementation and services
  • Telecommunications and telecommunications infrastructure
  • Online and offline marketing analytics licensing and services
  • Customer database development, licensing, implementation and services
  • Planning, forecasting and merchandising licensing and implementation
  • Outsourcing IT and e-commerce functions
  • Database software, hardware and services acquisition and implementation
  • Point-of-sale hardware and software acquisition, customization, roll-out and support
  • Stored value gift card processing and services

Privacy and Data Security

Vorys has practiced in the area of privacy for more than 15 years and have advised clients as privacy compliance has expanded to more significant online privacy concerns.

Privacy, as it affects merchants in their marketing efforts, is a relatively new area of regulatory concern. Our experience started with telecommunications privacy and issues associated with early online service providers. As the scope of privacy laws has broadened to include the most recent behavioral advertising and mobile issues, we have assisted our clients in complying with these laws in all channels affecting merchants.

Vorys assists brands in the following areas of privacy and data security:

  • Creating online privacy policies and off-line procedures for collecting, storing and sharing customer information and other sensitive data, advising of the potential risks and liabilities associated with these policies
  • Conducting or assisting in privacy audits for major brands, leading to improved data security and related privacy policies.
  • Serving as a data breach coach and conducting customized data breach workshops.
  • Advising companies as they enhance brand awareness with increased presence online through affiliate marketing arrangements, ad pages on social networks, mobile applications and user-generated submissions

Of course, privacy compliance is closely related to, and in many cases relies on, sound data security. Vorys has been lead counsel for either the merchant or acquiring bank in significant litigation matters resulting from large-scale data breach events at merchant locations. Because of this experience, our attorneys have had the opportunity to positively influence the resulting case law affecting merchants in this area. Our review of the forensic reports from each breach event and exposure to the experts creating them has further expanded our data security experience.

We have also represented clients before the FTC in investigations of data breaches, negotiated the resulting consent decrees and advised on the compliance obligations.

Additionally, we have counseled clients on compliance with payment card security standards, such as PCI DSS and PA-DSS, and other industry specific data security requirements and the negotiation of data security contractual protections in vendor contracts.

When, in spite of their efforts, a client is involved in a data breach, we assist in complying with the notice of breach laws that have been adopted in 46 states. And if the breach involves credit cards, we have significant experience with the Visa and MasterCard processes and the ways to resolve claims of fraudulent charges.

Advertising and Marketing

We help our consumer products and retail clients structure and implement marketing campaigns and other promotional activities in compliance with the statutory and regulatory obligations of the FTC, FCC, the Lanham Act, and state law regulations and guidelines that affect advertising (including online advertising), order fulfillment, outbound and upsell telemarketing, text messaging, email marketing, other forms of new media marketing such as downloaded apps, and similar consumer protection issues.

In addition, we have helped clients respond to investigations and enforcement actions brought by the FTC and state attorneys general, including claims of deceptive and/or unfair trade practices. Our attorneys have also assisted clients in responding to consumer complaints regarding particular marketing programs.

On behalf of our clients, our attorneys have negotiated contracts for advertising in a variety of media, including on-line advertising, advertising networks, mobile applications, commercial use of social networks, text messaging and other new media. We also have negotiated contracts for the third-party provision of email marketing and call center services, as well as contracts for the services of actors, musicians, models and other talent in connection with marketing initiatives.

We also have addressed infomercials, direct mail campaigns, telemarketing, rebates, sweepstakes, promotions and merchandise return policies.


Intellectual Property

We counsel our consumer products and retail clients as they select new brands and police, protect and exploit their existing intellectual property, trade dress, copyrights, patents, data domains and designs against infringement, misappropriation, and counterfeiters–in the real world, in databases, and in cyberspace.

We also work with the creators of intellectual property to ensure that their efforts do not infringe the rights of others. We don’t see our job as saying ‘no’ to innovation, but rather working with our clients to meet their intellectual property goals.

For decades, Vorys’ intellectual property team has worked in the competitive and fast-moving retail industry. We understand the unique demands and short shelf life of products and promotional campaigns, and the need to act quickly and efficiently when counseling on these matters. Our attorneys have extensive commercial experience, which we draw upon to counsel clients in audits, acquisitions, sales and securitization transactions. Importantly, our intellectual property attorneys understand tax, corporate, litigation, employment and franchise implications and are aware of the many “hidden” intellectual property issues that may arise in the fluid environment of retail.

Employee Benefits

Our employee benefits team represents clients before numerous federal regulatory agencies (including the Internal Revenue Service, the Department of Labor and the Pension Benefit Guaranty Corporation) and in both federal and state courts.

In addition, our attorneys work with a significant number of Taft Hartley multi-employer plans, as well as multi-employer plans established by trade associations and other groups of employers.

M&A and Finance

We have a breadth of experience counseling brands through both complex merger and acquisition transactions as well as financing arrangements and internal restructurings.

We handle all types of corporate M&A transactions in the industry, including friendly and hostile takeovers and changes of control, contested and negotiated acquisitions, corporate spin-offs and dividends, leveraged recapitalizations, venture capital investments, holding company formations and other restructurings, joint ventures, going-private transactions, and divestitures.

We regularly advise public and private brands in securitization, and our attorneys understand the changing environment in which such transactions are effected. We call upon attorneys from a variety of practice groups to assist in providing a multidisciplinary approach to structured finance. We have represented clients on a number of matters involving structured finance transactions, including tax issues, accounting and regulatory matters, derivatives and securities.


Our tax attorneys provide sophisticated and comprehensive tax counsel to our consumer products and retail clients.

Our depth of knowledge and wealth of experience enable us to work with our clients to identify and achieve their objectives efficiently and cost effectively, not only in the traditional federal, state and local tax arenas, but also in the growing field of economic development incentives. We regularly provide multi-state tax analysis and services to support brands with operations throughout the country. We assist clients with business planning, financing and equity transactions, international transactions, mergers, acquisitions, and divestitures and internal restructurings.

Our real property tax attorneys manage and oversee our clients’ properties across the country. These engagements range from single-state engagements to nationwide portfolio management for brands with hundreds of locations; and our attorneys have represented matters in all 50 states, plus Puerto Rico and Canada. Our service offerings include traditional valuation review and litigation; tax exemption and/or tax incentive structuring, application and maintenance; processing of real property tax payments; assistance with tax accruals; and management of tax notices. In short, our service offerings are scalable to meet the real property tax needs of our consumer products and retail clients to both manage the real property tax expense and planning as well as the administrative burdens associated with real property taxes.


General Litigation and Compliance

With a national practice and international experience, Vorys litigators are competitively positioned and retained by brands because of their experience, technical efficiency and problem-solving approach.

  • Five of our litigators are Fellows in the American College of Trial Lawyers.
  • More than 40 of our litigators have been named to the Best Lawyers in America® and2 Super Lawyers lists.
  • Vorys was named by eight Fortune 500 clients as a Fortune Magazine/Corporate Counsel “Go To Law Firm” in litigation.
  • Vorys is one of 69 firms in the country recognized as an exclusive “Primary Firm for Litigation.”

Vorys represents some of the largest and most successful brands in the country on a wide variety of litigation and compliance issues. We represent consumer products and retail clients in every imaginable kind of dispute, whether it concerns business issues, product defects, personal injuries, claims of false advertising,
or commercial or contract matters.

Because we have built considerable experience around the unique challenges faced by national and regional brands, we are familiar with the quirks of various state and local laws, and we have relationships with governmental agencies, trade associations and law firms from coast to coast. We practice in courts nationwide, and we know the nuances of local procedures.


Vorys has a strong, nationally recognized civil antitrust practice that encompasses antitrust counseling, litigation and representation of brands in connection with civil antitrust investigations.

We counsel consumer products and retail clients on a myriad of antitrust issues, including distribution issues, dealer terminations and discount programs, and pricing policies for franchisees, among others. Our antitrust counselors are also antitrust litigators who have first-hand experience with the real-life consequences of antitrust challenges. We regularly represent clients in civil litigation and investigations brought by the Department of Justice, Federal Trade Commission and state attorneys general, and in criminal grand juries and trials. We have substantial experience in related trade regulation issues such as non-competition, trade secret and dealer termination litigation.

We represent clients in antitrust litigation throughout the United States, in cases that have addressed mergers and acquisitions, tying arrangements, market allocations, group boycott and price–fixing conspiracy claims, and claims under the Robinson–Patman Act.

Our most recent matter includes representing 18 major retailers in antitrust litigation against Visa and MasterCard. We also provide compliance training to our clients to help them avoid exposure to criminal and civil antitrust liability. Our development of compliance programs is based on thoroughly knowing our clients’ businesses and points of exposure. We make antitrust issues understandable to employees at all levels of an organization.


We understand that environmental concerns are different for lessees than they are for property owners.

We handle numerous environmental issues for lease holders, including waste hauling contracts and other store waste disposal issues, EPA regulatory issues, asbestos concerns and mold issues. In addition, we have assisted retailers with compliance with the various laws affecting the use
of plastic bags.