THE DUANE MORRIS REPORT 2017

FASHION, RETAIL, LUXURY AND CONSUMER GOODS

• ANTITRUST

• ACQUISITIONS

• CONSUMER PROTECTION LAWS

• CORPORATE

• DISTRIBUTION AND LICENSING

• FINANCING

• GOVERNANCE AND COMPLIANCE

• INTELLECTUAL PROPERTY

The competition for consumers is higher than ever. At Duane Morris, we are positioned to counsel clients across a myriad of legal matters so they can focus on their creative objectives. Duane Morris attorneys in the fashion, retail and consumer goods practice have extensive experience working closely with numerous companies across the industry, from the development phase to product launches and brand protection.

For the past several months, we have represented a variety of clients, from startups to global brands, with all types of matters. We are pleased to present highlights of our work in this report.

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INSIGHTS FROM OUR PROFESSIONALS

“Fast fashion is dependent on high volume... As the consumer becomes more conscious, they may be moving away from impulse purchases of garments that are made to be off trend the moment they are placed in a shopping bag.” “Fast Fashion Industry No Longer Invincible,” TheStreet

“Just because [a company] might take the risk of infringing on others’ designs doesn’t mean it wants anyone else to profit off its own. In order to be copyrightable, a design has to be able to be separated from the garment it’s on.”

“Fast-Fashion Firm’s Quick Turn on IP,” Los Angeles Business Journal

“[W]hile there probably isn’t a copyright or trademark protection on the musicians’ faces themselves, their estates have an interest in the matter.”

“Kendall & Kylie Slapped Tupac and Biggie on $125 T-Shirts

With Their Own Faces,” Yahoo Style

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SERVICES PROVIDED

NANETTE HEIDE

CHRISTIANE SCHUMAN CAMPBELL

DUANE MORRIS ALERTS

• “Victory for Varsity! But Also for Fashion? Supreme Court Rules in Star Athletica v. Varsity Brands”

• “Best Practices for Suppliers and Creditors in a Transformative Retail Environment”

• BEKO

• BELLE&BEANZER LLC

• BON-TON STORES

• CHANEL

• CVS PHARMACY

• EMY MACK

• FASHIONCRAFT-EXCELLO

• FIRMENICH

• FOOT LOCKER

• GOPRO

• GOYARD

• HELEN JON

• JAGUAR LAND ROVER

• JOHN PAUL MITCHELL SYSTEMS

• KOCH FOODS

• LABELUX

• LACE SILHOUETTES LINGERIE

• LENOX

REPRESENTATIVE CLIENTS

• LABOR AND EMPLOYMENT

• LITIGATION

• PATENTS

• PRIVATE EQUITY

• REAL ESTATE

• TAX

• TRADE SECRETS

• TRADEMARK PORTFOLIO MANAGEMENT

• MARIACHI IMPORTS

• NANETTE LEPORE

• NAKED BRAND GROUP

• NIC+ZOE

• OUI HOURS

• POLDER HOUSEWARES

• REVELATIONS PERFUME & COSMETICS

• SCHOLASTIC

• SERENA & LILY

• TIFFANY & CO.

• UNILEVER

• VF SPORTSWEAR

• WOLFORD AG

• YOUR STYLE UNZIPPED

• ZAGLIANI

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EXAMPLES OF OUR WORK

Corporate

• Represented the jewelers of tiaras for PBS’ award-winning

“DOWNTON ABBEY” in connection with corporate matters.

• Represented JAGUAR LAND ROVER in connection with

establishing its electric motor racing team. Also advised

JLR with licensing and trademarks in Korea, Colombia and

South Africa.

• Represented NAKED BRAND GROUP INC. (Nasdaq: NAKD) in

a $5 million at-the-market (ATM) equity offering of common

stock with Maxim Group LLC, as agent, which was completed

from start to finish in 14 hours. Naked is an apparel and lifestyle

brand company that is currently focused on innerwear products

for women and men.

• Represented LABELUX, a progressive luxury group with a

global assembly of lifestyle brands such as Jimmy Choo, Bally

and Zagliani, in connection with various corporate matters.

• Represented REVELATIONS PERFUME & COSMETICS in the

development and sale of a perfume to benefit the National

Children’s Cancer Society.

• Represented JMK CONSUMER GROWTH PARTNERS in its

Series B Preferred Stock investment of Miyoko’s Kitchen, a

pioneer and authority in nondairy, vegan cheese and butter

alternatives. The proceeds from the financing will be used to

complete a new manufacturing facility in Petaluma, California,

which will provide capacity that is 30 times the current level,

as well as to support the significant growth expected in the

coming years.

• Represented the owners of a furniture retailer with

approximately 40 locations in several states in its sale for

$42 MILLION.

• Represented POLDER HOUSEWARES and its affiliates in the

sale of substantially all of its assets to a buyer, which is majority

owned by entities affiliated with Topspin Partners, a suburban

New York-based private equity fund.

• Represented BEKO USA, an appliance and consumer electronics

brand, in connection with transactional matters to establish its

presence in the United States.

• Represented a major global jewelry group on the establishment

of retail operations in Vietnam.

• Represented a publicly traded lifestyle merchandising retailer

with respect to ongoing SEC reporting obligations, corporate

governance and various transactional matters.

• Advised a major regional internet-based fashion retailer in

respect to its cross-border procurement agreements.

• Advised an offeror in connection with the acquisition of a

Singapore-listed retailer with regional offices and a market

capitalization of S$150 MILLION.

• Represented a private equity fund in the sale of a portfolio

company furniture retailer with 40 locations in several states.

• Represented the agent and lead lender in a syndicated senior

credit facility in support of Invus’ acquisition of Ashley Stewart,

a plus-size fashion leader.

• Represented FIRMENICH INCORPORATED in connection with

the negotiation and signing of a merger agreement pursuant to

which Firmenich will acquire Agilex Holdings, Inc., a portfolio

company of New York-based private equity firm MidOcean

Partners.

• Provided contract advice to a service-disabled veteran-

owned small business that provides planning and support to

government teams, as well as consulting, strategic planning

and engagement services to companies pursuing government-

related opportunities.

• Represented a New Jersey supermarket in obtaining approval

for it to participate in the federal Women, Infants and Children

(WIC) program.

• Advised a construction firm in Singapore in the debarment of

the company.

• Advised an Italian luxury fashion house in connection with

proposed changes to its commission/sales incentive plan for

sales associates and department managers, the review of a

franchising agreement, the review of a loan agreement and

other corporate matters.

• Represented an international fashion retailer in connection

with the review of a shop lease agreement, as well as currently

advising the firm on the potential termination of one of its joint

venture companies.

• Represented a major regional internet-based fashion retailer in

connection with its cross-border procurement agreements.

• Represented an American accessories designer and

manufacturer in connection with its acquisition of a start-

up, followed by the establishment of the designer’s presence

in Vietnam.

• FashionCraft-Excello, Inc. v. CheapFavorShop.com, WeddingFavors.org,

CustomGift.com, BabyFavors.com, Outdoor Living, Inc., a.k.a.

OutdoorLiving.com, Wish Rocket, LLC and Ronald G. Spinks Jr.,

Case No. 1:16-cv-00381-PKC-RER (E.D.N.Y. 2016). Represented

FASHIONCRAFT-EXCELLO in an action involving trademark

infringement, copyright infringement, false designation of

goods, false advertising, unjust enrichment, deceptive acts and

business practices, deception and confusion of consumers, and

damage to FashionCraft-Excello’s reputation and goodwill in

connection with the marketing and sale of wedding and event

favors and gifts.

• Represented MARIACHI IMPORTS in connection with several

copyright matters.

• Represented one of the largest supply chain services leaders,

providing grocery and foodservice supply chain solutions for

convenience stores, mass merchants, drug stores and chain

restaurants throughout the United States, in connection with a

copyright matter.

• Represented a provider of liturgical vestments in connection

with a copyright matter.

• Represented a Hong Kong beer company in connection with

trademark applications for its products.

• Represented MAISON GOYARD in connection with a copyright

infringement dispute.

• Represented a fine jewelry brand in connection with copyright

protection.

• Represented an innovative toy company in connection with a

copyright infringement matter.

Litigation

• Representing U.S. GOLF MANUFACTURERS ANTI-COUNTERFEITING

WORKING GROUP, consisting of six of the most well-known golf

companies in the world, in various antitrust guidance.

• Obtained dismissal on behalf of CONOPCO, INC. D/B/A

UNILEVER of all claims brought by manufacturer and supplier

American Accessories International, LLC, which had alleged

breach of contract, promissory estoppel, promissory fraud,

negligent misrepresentation and fraudulent concealment.

• Defended an international luxury cosmetics brand with

300-PLUS RETAIL LOCATIONS and 800-PLUS INTERNATIONAL

LOCATIONS against false labeling allegations.

• Represented tenants of a large shopping mall in a high court

suit against the landlord for breach of the tenancy agreements.

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• Represented an affiliate of a luxury jewelry and specialty

retailer in connection with a full range of corporate services,

including a project to expand its factory facilities in Vietnam,

implementation of stock option plans, restructuring of

management personnel and corporate governance protocols,

and other employment matters.

• Represented a Swiss luxury watch and jewelry maker in

connection with corporate matters, including employment law

advice, review of data protection policy, review of franchise

agreement and other guidance.

• Represented DECATHLON SINGAPORE, PTE. LTD. in connection

with various lease agreements and Singapore sports lease

advice. Also advised the multinational sporting goods retail

store with a number of contractual and regulatory matters

across the Southeast Asian region.

• Represented EREADY COUTURE, PTE. LTD., a manufacturer of

fashion apparel and accessories, in connection with drafting

a franchise/distribution agreement, as well as advice on

commercial and legal issues relating to such agreements.

• Acted for a renowned American multinational luxury retailer

pertaining to licensing, labor law, customs and tax issues to

establish a 100 percent foreign-owned retail business in Vietnam.

Intellectual Property

• Represented SERENA & LILY, a home and lifestyle brand with

a California focus, in connection with trademark matters and

general IP counsel.

• Prepared and filed infringement claims to remove infringing

listings on internet shopping platforms, such as Amazon, eBay

and Alibaba.

• Representing SCHOLASTIC in a patent infringement action

involving ultraviolet penlights utilizing invisible ink that

fluoresces under ultraviolet light, as well as other matters.

• Representing an international consumer electronics company in

licensing involving both design patents and utility patents.

• Represented a Spanish textile manufacturer in negotiation

of design and supply contracts with large retail group in the

U.S. The negotiation involved design and supply agreements,

trademark license agreement and related contracts.

• Represented UNILEVER USA in connection with copyright matters.

• Providing copyright advice to a premium spirits and wine

company in the U.S.

• Represented a dance supply company in connection with

contract/trademark dispute litigation.

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• Represented a Denmark-based activewear company in a

dissolution proceeding in the Supreme Court of New York

concerning the appropriateness of dismissal based on the

voting provisions enumerated in the shareholders’ agreement.

• Counseled an international clothing retailer regarding conflict of

interest and engagement questions concerning outside counsel.

• Represented a businessman in a California Department of

Business Oversight investigation for violations of various

securities and consumer protection laws.

• Obtained on behalf of a city a dismissal of a case brought by

a community organization alleging the city and individual city

council members violated conflict of interest laws by accepting

excessive campaign donations in exchange for the city council’s

approval of two high-end luxury hotels in the city.

• Represented cosmetology school operator JOHN PAUL

MITCHELL SYSTEMS in multiple matters, including for an order

from the U.S. District Court for the Central District of California

granting summary judgment in a putative class action case,

holding the schools did not owe wages to students who were in

training for their profession.

• Represented a provider of health and wellness products in

connection with a request for a foreign deposition in Florida.

• Represented a full service importer of quality foods from

around the world in connection with breach of contract and

fraud allegations.

• Represented an organization in the gasoline service stations

industry in connection with negotiating a lease with potential

litigation.

• Represented a developer of productive and efficient workplace

environments in connection with a vendor dispute.

• Represented a retailer of optical products and services in the

negotiation and review of service agreements, as well as in the

defense of an unsolicited advertisement complaint.

• Represented a leading musculoskeletal implant manufacturer

in connection with noncompete matters.

• Assisting major retailers and importers of clothing, linens and

jewelry with safety compliance issues associated with U.S.

Consumer Product Safety Commission (CPSC).

• Representing major retailers and importers of clothing, linens

and jewelry with shipping compliance issues.

• Represented an international online clothing retailer in

connection with a compliance matter.

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• Represented an electronic equipment and supplies company,

one of the 10 companies involved in high-profile recalls for

hoverboards, in negotiating with the Consumer Product Safety

Commission, planning adequate and cost effective remedies

and drafting various recall documents for inclusion in press

releases and publications.

Employment, Labor, Benefits and Immigration

• Represented WOLFORD AG, a manufacturer of textiles for

women’s apparel and accessories, in connection with claims

that it violated restrictive covenants by poaching employees

from a beachwear company.

• Represented retail client in lawsuit involving claims of disability

discrimination, failure to accommodate and retaliation under

the New Jersey Law Against Discrimination.

• Obtained resolution for national retail chains against

allegations of website accessibility issues under the Americans

with Disabilities Act (ADA).

• Represented VF SPORTSWEAR, whose brands include The

North Face, Nautica and Kipling, in connection with advice and

counseling related to employment litigation.

• Represented KOCH FOODS, one of the largest poultry

processors in the United States, in connection with a racial

discrimination lawsuit.

• Represented a medical device firm in connection with a

termination of employment matter.

• Represented a provider of high-quality energy drinks, shots

and waters in connection with breach of contract and

termination matters.

• Represented a North American leader in private label beverage

manufacturing in the defense of discrimination and wrongful

termination claims, a noncompete dispute and response to a

violation notice of California Proposition 65.

Real Estate

• Represented NIC+ZOE, a manufacturer and retailer of women’s

fashion apparel, in connection with leases for retail locations

and defense against IP infringement claims.

• Negotiated and drafted design and construction agreements for a

retailer for a series of new facilities throughout the United States.

• Represented the owner/operator of a luxury Miami hotel/

condominium mixed-use project against claims for

mismanagement and allegations of decline in property values.

PROFESSIONAL AFFILIATIONS

Our attorneys serve on boards, support and present at industry conferences and organizations, including:

Cosmetic Executive Women

CEW is a global community with 8,000 members committed to moving the beauty industry forward.

Independent Cosmetic Manufacturers and Distributors

ICMAD is a nonprofit trade association dedicated to providing programs and services to creative and innovative cosmetic companies to help them succeed in the rapidly changing, highly competitive cosmetics and personal care industries.

Nobiyo Freshwear™ is a patent-pending undergarment that manages perspiration and odor in the sweat-prone areas.

Personal Care Products Council

A leading national trade association representing the global cosmetic and personal care products industry with more than 600 member companies that are committed to product safety, quality and innovation.

Professional Retail Store Maintenance Association

PRSM is committed to serving facilities management professionals and to leading the industry by providing resources, solutions networking and knowledge sharing.

Retail Marketing Society

An organization focused on exploring issues affecting the retail industry, including apparel,

accessories, cosmetics, supermarkets, electronics and real estate.

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• Represented a Korean construction major in a claim commenced

by its subcontractor for the sum of S$5 MILLION under the SOP

Act involving a mixed development consisting of a condominium

and shopping center integrated with a bus interchange and the

mass rapid transit system in Singapore.

• Represented COMMUNITY LOAN FUND OF NEW JERSEY, INC.

in connection with the deployment of $6.8 million of federal

New Markets Tax Credit allocation for the development of an

arts and innovation center, which will provide 20,000-square-

feet of educational, training, retail and entrepreneurial space

for the Cumberland County Community College, located in

Millville, New Jersey.

• Prepared a design/construction agreement for a retail center at

the iconic TIME WARNER CENTER.

• Prepared a design and construction agreement for a retail

center at New York City’s HUDSON YARDS, which boasts

Neiman Marcus as an anchor tenant.

• Prepared the design and construction agreements for numerous

retail locations for a designer of outdoor clothing and gear for

climbing, surfing, skiing and snowboarding.

• Prepared build-outs for retail at BRONX TERMINAL MARKET

and GATEWAY CENTER in Brooklyn.

• Prepared design agreements for the GRAND AVENUE PROJECT,

a development to revitalize Downtown Los Angeles with a mix

of commercial, retail, cultural spaces and residential units.

• Prepared design and construction agreements for FOREST CITY RATNER at East River Plaza shopping mall in New York City.

• Represented a Florida-based restaurant in a landlord/tenant dispute and a partnership dispute over 11 restaurants.

Tax

• Represented a wine and spirits store in connection with collect use tax on the sale of wine shipped into Illinois.

• Represented a DUNKIN’ DONUTS store in connection with state tax litigation.

Bankruptcy

• Represented landlords in the chapter 11 cases of Vestis, Eastern Mountain Sports and Bob’s Stores.

FOR MORE INFORMATION, PLEASE CONTACT:NANETTE C. HEIDE Partner P: 212.692.1003 ncheide@duanemorris.com

This publication is for general information and does not include full legal analysis of the matters presented. It should not be construed or relied upon as legal advice or legal opinion on any specific facts or circumstances. The invitation to contact the attorneys in our firm is not a solicitation to provide professional services and should not be construed as a statement as to any availability to perform legal services in any jurisdiction in which such attorney is not permitted to practice.

OFFICE LOCATIONS AND REACH

UNITED STATES

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Boston

Cherry Hill

Chicago

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Lake Tahoe

Las Vegas

Los Angeles

Miami

New York

Newark

Philadelphia

Pittsburgh

San Diego

San Francisco

Silicon Valley

Washington, D.C.

Wilmington

> Joint ventures in Myanmar, Oman, Shanghai and Singapore

> Alliances in Mexico and Sri Lanka

> Leadership positions with international networks of independent law firms

INTERNATIONAL

Hanoi Ho Chi Minh City London Myanmar

Oman Shanghai Singapore Taiwan

© Duane Morris LLP 2017 | July 2017

GLOBAL NETWORK

Clients benefit from Duane Morris’ global network

of resources. We represent clients with matters,

or a presence, in many countries, including:

• AUSTRIA

• COLOMBIA

• DENMARK

• FRANCE

• KOREA

• SINGAPORE

• SOUTH AFRICA

• SPAIN

• SWITZERLAND

• TURKEY

• UNITED KINGDOM

• UNITED STATES

• VIETNAM

SETTING THE TREND

We are proud to assist these organizations committed to propelling the next generation of fashion designers and innovative products.

Alley to the ValleyA community of the world’s most influential women in entrepreneurship, venture capital and angel investing, corporate, law, accounting, management consulting, literary and speaking agencies, and media, among other accomplished women.

House of DIFFA Design Industries Foundation Fighting AIDS (DIFFA) hosts multiple events

highlighting the design community and raising funds to benefit those living with or affected by HIV/AIDS.

Las Vegas Fashion Council LVFC is committed to advancing the Las Vegas fashion industry and expanding the economy by cultivating relationships between fashion professionals, students, emerging artists, community leaders and organizations.

Women Founders & FundersWFF connects women entrepreneurs with potential funders to enable founders to accelerate growth and scale in their companies, as well as provides education, networking and partnership opportunities.

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