Corporate Services

Helbraun Levey’s Corporate Law Group offers a team of lawyers with decades’ worth of experience working within and for the hospitality sector. From your initial corporate formation and financing to the expansion or sale of your business, we can handle it all. Our creative approach combines our practical knowledge of hospitality businesses with our honed legal expertise to help you build a business that is tailored to your vision and built to last.

Our corporate and transactional services are broad and encompassing. We can assist you in structuring, drafting, analyzing, negotiating, and executing the following:

Partnership, Operating, and Shareholder Agreements

Creating an appropriate legal framework for your company at the outset is crucial for its long-term success. We can advise you on choosing the legal entity that is most appropriate for your enterprise and can assist you in developing a robust corporate structure to govern your company.

If you have questions, would like additional guidance, or want more information on this topic, please contact us here.

Depending on your company’s legal structure, we can help you prepare the following:

These agreements are critically important as they outline the way that your company will conduct its business. These agreements can include provisions on ownership structure, voting rights, intellectual property protection, distribution of profits, and sale of assets. Establishing a sturdy legal framework helps avoid confusion and disputes later, allowing you to predictably and confidently move forward with your venture. We will walk you through every step of this process and recommend structures for you that are practical, favorable, and tailor-made to your business and vision.

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Investor Agreements

Companies of every type will typically need to raise money from outside sources in order to get off the ground. Whether your company is accepting loans, investments, or a combination of both, we offer our practical business and legal expertise as you develop your financing strategy.
We can then help you structure, negotiate and execute the following:

Ultimately, our team can assist you throughout every stage of your capital raising process, and have helped countless clients raise the money necessary to successfully open their bar or restaurant.

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Purchase & Sale Agreements

At some point as a business owner, you may consider expanding your business or selling it. In the hospitality industry we refer to these types of transactions as Key Money Deals. You buy or sell a business for cash and in return, you get the advantage of the infrastructure of the existing business.

Whether you are a buyer or seller, we can help you structure, negotiate, and execute every element of that purchase or sale. Properly structured purchase and sale agreements help small companies become big, and help big companies expand.   Because we serve as strategic business advisors, we help clients evaluate risks and rewards and decide which issues are paramount. With our straight talk approach and extensive experience with Key Money Deals, we give our client’s a valuable competitive edge.

Key Money Deals are tricky as there are many moving parts. Our corporate, licensing and real estate groups are seamlessly integrated and we all work together to provide comprehensive service for your purchase or sale transaction.

Specifically, our team can help you structure, negotiate and execute any of the following:

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Hotel Management & Licensing Agreements

Hotel operators have finally gotten the point that having a strong F&B operator for their hotel attracts customers. We have worked with our clients on various hotel management deals and we know the ins and outs of these often complicated deals. We have represented chefs and restaurant groups in all the major hotel chains including The Edition, The Standard, Ace, Marriott etc.

We can help you negotiate:

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Real Estate Services

Your establishment’s lease is one of the most important legal documents that you will sign during your restaurant’s lifetime. Helbraun Levey’s Real Estate Group has a team of attorneys who work collaboratively and creatively, with the commitment, resources and know-how, to negotiate the best lease for your business and get the deal done no matter the scope or level of complexity.

If you have questions, would like additional guidance, or want more information on this topic, please contact us here.

We work closely with the firm’s licensing and litigation divisions to address all challenges that may impact a transaction. Our team is equipped to take you from the initial stages of the deal through the lease negotiation and, should the need ever arise, we can assist you in successfully and seamlessly terminating your lease, including the following:

Litigation Services

Helbraun Levey’s Litigation Group implements a customer service based approach that examines the larger picture when litigating commercial and business disputes. In order to be successful, our attorneys work with our clients to develop a litigation strategy with an in-depth understanding of each client’s business goals, both short term and long term. Armed with an extensive knowledge of the judicial system and a practical understanding of the challenges facing our clients’ businesses, our attorneys are able to achieve a successful outcome for our clients. Our team’s experience litigating cases in both New York State and Federal courts and understanding of the hospitality industry allows them to dig into the details that really matter, which ultimately makes all the difference when it comes to litigation.

Commercial and Business Litigation:

The Litigation Group regularly litigates a variety of commercial and business matters including claims involving breach of contract, breach of fiduciary duties, tortious interference, business dissolution, shareholder disputes, derivative claims, and unfair competition.

Employment Litigation:

We take a proactive approach to defending employers in class action and single plaintiff lawsuits in all areas of employment law. Our litigators are dedicated to defending hospitality industry clients against claims arising from the applicable labor laws that have proven to be most detrimental and costly to their business, including workplace discrimination/ harassment, wage and hour violations, and benefits compliance.

Commercial Landlord-Tenant Disputes:

Commercial Landlord-Tenant disputes present challenges and risks unlike other litigation because personal liabilities are often at stake. We understand that Landlord/Tenant issues are likely to arise at some point during a business’ lifecycle and are here to offer our clients guidance along the way. Our attorneys either get involved in advance of any lawsuit being filed to try to negotiate a settlement or the team will begin representing a client once a lawsuit has been filed, focusing then on mitigating risk and reaching a successful resolution to ensure that our clients can keep doing what they do best. Our understanding of the real estate landscape specific to the hospitality industry — the investment required when first building out a space or the realities of executing a personal guaranty alongside your commercial lease, for example — allows us to obtain the best and most efficient results for our clients.

Employment Services

Developing clear employment practice policies is crucial to preventing — or minimizing the likelihood of — labor and employment problems within your business.

Helbraun Levey has a dedicated team of attorneys and professionals that focus on Employment Practices and understand the complex issues that often arise in the hospitality industry. Whether it is maintaining compliance with various federal, state and/or city legislation like the Fair Labor Standards Act, New York City’s Safe and Sick Leave Act or New York State’s Paid Family Leave Act or protecting your employees from workplace harassment and discrimination, our team is available to advise you on employment best practices.

Our team offers:

Employment Counseling and Crisis Management

Helbraun Levey offers an Employment Counseling and Crisis Management which provides you with personalized, compassionate, and discrete one-on-one interactions with our attorneys and professionals to help handle emergent issues that demand immediate attention and action.

Employment Practices and Compliance Advisory

The legislation surrounding employment practices in the Hospitality Industry can change at a rapid pace.  Our team of attorneys and professionals can help you come into compliance with all local, state and federal rules by developing and implementing handbooks and other documentation to help create the most compliance workplace possible.

Employee and Management  Training: Sexual Harassment Prevention and Identification & Sensitivity Training

Our team of attorneys and professionals can train you and your staff on a variety of topics, including, governmental mandated sexual harassment identification and prevention courses, sensitivity training for both employees and managers.  Through these courses we teach employees. Supervisors and managers, how to identify, respond to, and report all forms of workplace harassment or discrimination.

Employment Litigation

Developing clear employment practice policies is crucial to preventing — or minimizing the likelihood of — labor and employment problems within your restaurant or bar.  But in the unfortunate event you do find yourself enmeshed in an employment litigation—wage and hour, discrimination or harassment suit—our team of attorneys and professionals are ready to defend you and your business.

Employment Agreements

Employees, particularly in the hospitality industry, can make or break a business. Attracting and retaining top talent (as well as successfully separating from employees) can be difficult for any company, especially in a competitive industry like ours.

Hotel/Developer Consulting

Helbraun Levey is the go-to source for developers and hoteliers who are looking for expertise and advice with respect to F&B management agreements, liquor license strategy and planning and dealing with difficult Community Board issues.

NY State Cannabis Licensing Services

Helbraun Levey, along with our cannabis consulting company, has a team of attorneys and specialists dedicated to the licensing and permitting needs of New York Cannabis Entrepreneurs.  Choosing the right set of licenses and/or permits for your establishment requires not only strong legal consideration, but also an understanding of the local business environment, and the cannabis industry as a whole.

We possess an unmatched combination of cannabis industry knowledge, personal entrepreneurial experience and an intimate understanding of how to do business in New York to help best position your business for success.  Navigating regulatory framework is never easy, but we can help you to do so as efficiently and effectively as possible.

Many people see the opportunities that the legalization of recreational cannabis in New York State have created.  And, as a result, countless groups have emerged, claiming to understand the New York market, yet have just moved here.  We were born here; we’ve been working in this market, with entrepreneurs, with governmental agencies for years.  And our track record speaks for itself.  We have developed a reputation for being the premier one-stop-shop for hospitality entrepreneurs in New York over the last 15 years. We’ve now spent the last five, positioning ourselves to be the same for cannabis entrepreneurs.

NY State Recreational Cannabis Licenses

We advise, prepare, and file all NY State Recreational Cannabis License applications for our clients:

Trademark Services

Let us help you PROTECT YOUR HUSTLE!

Helbraun Levey’s Trademark Group assists clients in developing and implementing brand protection strategies. Our approach is practical and proactive so that we can assist our clients to manage and mitigate risk before problems arise. Our attorneys are well-versed and experienced in establishing, protecting and defending trademark rights across the country. Our clients come to us with the most innovative concepts, and we view our role as helping to craft the law around our clients’ ideas and creativity, not vice versa.

Lease Restructuring

Helbraun Levey provides strategic counsel to restaurateurs, operators, investors, hospitality groups and other commercial tenants facing challenges as a result of the COVID-19 pandemic. We represent commercial tenants in lease restructuring and renegotiations. We assist commercial tenants in navigating the terms of their commercial leases and offer strategic solutions, which may be available to our clients helping to keep them afloat during these unprecedented times.

Throughout the COVID-19 pandemic, the firm’s Real Estate Group stepped in to support numerous clients, big and small, and implemented various innovative deals and strategies including “lease resets” to keep New York City’s restaurant industry afloat during this unprecedented time. We achieved favorable results for our clients by re-structuring our client’s leases, and obtaining rent abatements and concessions from landlords or converting to percentage models.

Franchising Services

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Making money in the hospitality industry has become more challenging over the past few years so owners have begun considering a franchising model as part of their portfolio. By adopting a franchise model for one of your brands, you can set up your hospitality business for exponential future growth. Expanding your company’s value through franchising your strong brand is a route every F&B should consider.

If you want to explore franchising your business, it is essential to work with attorneys who specialize in this field and who know what they are doing. We searched far and wide for the best franchise attorneys to help our clients – and we found them.

We have partnered with Spadea Lignana, one of the top franchise law firms in the country, to ensure that our clients have access to the best franchising services available. Spadea Lignana was recently named the #1 Franchise Law Firm by Entrepreneur Magazine and has helped launch Five Guys, Sbarro, and many more hospitality concepts.

Harold Kestenbaum, a partner at Spadea, works directly with HL and our clients. He has won numerous awards, including being named among the top 100 franchise lawyers in North America by Franchise Times and as one of the three best franchise lawyers in the New York metro area by New York Magazine.

Harold served as Franchise and General Counsel to Sbarro, Inc., the national franchisor of more than 1,000 family-style Italian restaurants, and he served as a director until 2006. He was also the franchise attorney who started Five Guys on their path to franchise success.

Working with Harold and the attorneys at Spadea Lignana, we will help you with every step you need to take in order to franchise your business, including:

• Filing a trademark for your name and other intellectual property
• Setting up your corporate structure and forming your business entities
• Drafting the required Franchise Disclosure Documents (FDD’s) and Franchise Agreements
• Advising you on how, when, and where to grow your franchise

So, please reach out to David Helbraun at [email protected] to inquire about franchising your bar, restaurant, or hospitality retail business.

Consumer Packaged Goods Services

Consumer Packaged Goods – CPGs – can greatly enhance an existing business by diversifying revenue streams and providing invaluable brand extension. The current CPG market is broad enough to allow business owners to flex their creativity, and owners who are confident in their vision and smart in their execution can achieve real success in the highly competitive world of CPGs. We are here to partner with you through every step.

Helbraun Levey is passionate about providing clear, practical guidance to help you achieve your desired business goals. We are expanding on that advocacy with our new branch of Consumer Packaged Goods (“CPG”) services, tailored to the needs and opportunities of those in the hospitality and food & beverage industries. Whether you are an existing business or want help starting one, HL can provide guidance on everything related to CPGs in relation to e-commerce, direct-to-consumer, retail, or distribution.

The CPG Group is led by Teepoo Riaz, the former general counsel of FreshDirect, a leading e-commerce grocer that was acquired by Ahold Delhaize, the multi-national grocer, in 2021. With broad experience in the food and beverage industry across every aspect of a business, Teepoo, along with the entire HL team, is keen to partner with companies as a key resource in achieving their goals.

Services include:

• Retail and e-commerce guidance
• Intellectual property protection
• Package labeling
• Regulatory guidance
• Commercial agreements including manufacturing, wholesale and distribution
• Corporate governance and formation
• Financing
• Food safety and quality assurance
• Crisis management
• CPG general counsel

Corporate Services

Helbraun Levey’s Corporate Law Group offers a team of lawyers with decades’ worth of experience working within and for the hospitality sector. From your initial corporate formation and financing to the expansion or sale of your business, we can handle it all. Our creative approach combines our practical knowledge of hospitality businesses with our honed legal expertise to help you build a business that is tailored to your vision and built to last.

Our corporate and transactional services are broad and encompassing. We can assist you in structuring, drafting, analyzing, negotiating, and executing the following:

Corporate Structuring and Organizational Documents

Creating an appropriate legal framework for your company at the outset is crucial for its long-term success. We can help you select the legal entity type that is most appropriate for your enterprise and assist you in developing and streamlining a corporate structure that will help your business grow while mitigating risk.

Depending on your company’s legal structure, we can help you prepare any of the following types of organizational documents:

• Operating Agreements
• Partnership agreements
• Shareholder agreements
• Joint venture agreements
• Roll-up agreements

These types of documents are critically important, as they govern the way that your company will conduct its business. They cover a broad array of critical topics, including the ownership structure of your company, distribution of profits, voting rights, intellectual property protection, and sale of equity and assets, among others. By investing in sturdy legal frameworks from the outset, you can avoid confusion and disputes down the road, allowing you to confidently operate and grow your business. We will walk you through every step of this process and recommend structures for you that are practical, favorable, and tailor-made to your business and vision.

Raising Capital

Companies of every type and nature will typically need to raise money from outside sources in order to launch and expand. Whether your company is accepting loans, equity investments, or a combination of both, we can offer our practical business and legal expertise as you develop your financing strategy. Our industry perspective will help you tailor an offering that is fair and balanced, while reserving for you the rights and flexibility that you need to realize your vision.

Depending on the framework of the capital raise, we can then help you structure, negotiate, and execute one or more of the following:

• Subscription agreements
• Loan agreements
• Equity purchase agreements

Ultimately, our team can assist you throughout each stage of the capital raising process. We have helped countless clients raise the money necessary to successfully open and expand their business.

Buying or Selling a Business

At some point as a business owner, you may consider expanding or selling your business. In the hospitality industry, we often refer to these types of transactions as “key money deals.” You buy or sell a hospitality business and, in return, the purchaser receives the benefit of the pre-built infrastructure of the selling business.

Whether you are a buyer or a seller, we can help you structure, negotiate, and execute every element of that purchase or sale. The purchase or sale of a hospitality venture can be tricky, as these transactions involve many moving interlocking parts. To help you navigate these complexities, our corporate, licensing, and real estate groups are seamlessly integrated, allowing the orchestration of a complex transaction all under the same roof. From asset sales and stock sales to liquor license transfers and lease assignments, we can handle it all. And because we double as lawyers and strategic business advisors, we help clients evaluate risks and benefits, aiding them in deciding which deals to pursue and which issues are paramount. This gives our clients a valuable competitive edge when buying or selling a business.

Specifically, our team can help you structure, negotiate, and execute any of the following:

• Asset purchase agreements
• Equity purchase agreements
• Due diligence investigations

Hotel F&B Management Agreements

Hotel operators have finally gotten the point that having a strong F&B operator for their hotel attracts guests and locals and keeps them coming back for more. This means that hotel operators are often on the prowl for hospitality talent – and are willing to pay for that talent.

These deals can be very lucrative, but they can also be quite complicated. We have the experience to help you navigate these waters. We have helped numerous chefs and restaurant groups successfully structure, negotiate, and execute multi-million dollar deals with major hotels including EDITION, The Standard, Ace, and Marriott. We have also represented several hotel owners and operators in successfully executing groundbreaking deals with culinary talent. Whether your deal is large or small, and whether you are on the ownership or management side of the transaction, our industry knowledge and legal expertise will help you close these deals confidently and with ease.  

Catering and Event Agreements

We have the pleasure of representing dozens of caterers and hospitality event coordinators, big and small. We can help you structure, draft, and negotiate catering and event agreements in a way that maximizes their upside while minimizing your risk. The legalities surrounding non-refundable deposits, termination contingencies, and force majeure clauses can be tricky, but we are here to guide you past potential pitfalls and land on terms that are both legal and fair.