food & beverage marketing: significant issues in 2014 and beyond live webcast

Speaker Firms and Organization:

Miller ThomsonCatherine Bate

Partner

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Presented By:

September 16, 2014

1

Partner Firms: Moses & Singer, LLPJames Alterbaum

Partner

Freeborn & Peters LLPDavid L. Ter Molen

Partner

September 16, 2014

2

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Partner Firms:

September 16, 2014

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Freeborn & Peters LLP is a full-service law firm headquartered in Chicago, with international capabilities. Freeborn is always looking ahead and seeking to find better ways to serve its clients. It takes a proactive approach to ensure its clients are more informed, prepared and able to achieve greater success – not just now, but also in the future. While Freeborn serves clients across a broad range of sectors, it has also pioneered an interdisciplinary approach that serves the specific needs of targeted industries, including food, private equity and venture capital, transportation, insurance and reinsurance.

Freeborn is a firm that genuinely lives up to its core values of integrity, caring, effectiveness, teamwork and commitment, and embodies them through high standards of client service and responsive action. Its lawyers build close and lasting relationships with clients and are driven to help them achieve their legal and business objectives.For more information, please visit www.freeborn.com.

Miller Thomson LLP is one of Canada’s leading business law and litigation firms. With close to 500 professionals based in eleven offices across Canada, Miller Thomson can claim to cover Canada better than any other Canadian law firm. The firm offers a complete range of business law, regulatory and advocacy services, providing advice in both English and French, and servicing clients from around the globe. In addition to its other strengths, Miller Thomson's Agribusiness and Food Group is a multidisciplinary team from across Canada, offering an in-depth understanding of legal issues challenging those in the agriculture, food production and marketing.

Moses & Singer provides legal services to prominent companies, individuals and families in the New York City area. Among our broad array of clients are leaders in banking and finance, manufacturing and wholesaling, consumer products, entertainment, media, real estate, healthcare, advertising and technology. We represent entrepreneurial clients as well as established businesses in financing and corporate transactions. The firm has unique strength in the areas of intellectual property and commercial litigation, and in connection with corporate reorganizations and bankruptcies. The firm also serves successful individuals on matters concerning asset protection, business succession and tax planning.

http://theknowledgegroup.org/%22http:/www.freeborn.com/%22

Brief Speaker Bios:David L. Ter Molen

David Ter Molen is a Partner in the Litigation Practice Group and member of the Food Industry Team. David litigates and counsels clients primarily in the areas of intellectual property, advertising and unfair competition. He has achieved favorable results for plaintiffs and defendants in trademark and unfair competition, false advertising and patent infringement matters. David has represented clients in a wide array of technical areas and has substantial trial and appellate experience.

David helps food and beverage companies protect and exploit their branding, marketing and other intellectual property assets, including compliance with FDA & USDA regulations. He is also the author of the Food Identity Blog (foodidentityblog.com).

September 16, 2014

Catherine Bate

Catherine Bate has focused her practice in marketing and advertising law for over 10 years, and has developed expertise that has earned her a reputation as a recognized leader in the practice. She provides business-focused advice concerning promotional and advertising activities in all media, including: promotional contests, games and sweepstakes, privacy matters (including CASL/anti-spam compliance), compliance with consumer protection legislation, marketing and advertising-related agreements, and packaging and labelling requirements. Catherine also assists clients in regulated fields (including, in particular, ads for food, cosmetics and alcoholic beverages) with advertising preclearance and regulatory matters. Her expertise also includes consumer product safety and, when necessary, recalls.

James Alterbaum

James Alterbaum, a senior partner in the Corporate/M&A practice, Chairman of its Accounting Law practice and lead partner of the Firm's Long Island, NY practice, has over 30 years experience in corporate, securities, commercial and employment law. With a background in accounting and finance, Jim takes a business and entrepreneurial approach to the law.

Jim's practice serves public, private, and corporate clients in diversified fields, including the food, manufacturing, distribution, health care and technology industries. Jim has particular expertise in serving closely-held and family multi-generational firms facing business and corporate governance challenges, including the structuring of M&A transactions, refinancing, public and private offerings and succession plans. Jim places heavy emphasis on the strategic decision-making surrounding these transactions and focuses particularly on the negotiation process, through all its stages.

► For more information about the speakers, you can visit: http://theknowledgegroup.org/event_name/food-beverage-marketing-significant-issues-in-2014-and-beyond-live-webcast/ 4

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Featured Speakers:

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SEGMENT 1:

David L. Ter MolenPartnerFreeborn & Peters LLP

SEGMENT 2:

Catherine BatePartnerMiller Thomson

SEGMENT 3:

James AlterbaumPartnerMoses & Singer, LLP

Legal Pitfalls inMarketing and Labeling of

Food and Beverage Products

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SEGMENT 1:


U.S. Pressure Points: Who is Looking at Food Labels and Associated Marketing?

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SEGMENT 1:


Consumers- Esp. social media

Government- FDA, USDA, FTC

Class Action Lawyers

CompetitorsActivists

CSPI, bloggers,academics,

Self-Regulatory Bodies

- NAD, CARU, CFBAI

Common Themes of All Pressure Points

FTC, FDA and private litigation claims (under state consumer protection and false advertising statutes)

focused on deceptive / misleading labeling and advertising.

True Statements can be Deceptive:

“50% MORE RECYCLED CONTENT THAN BEFORE” is deceptive if total recyclable content only

increased from 2% to 3%.

Claims - Express and Implied (net impression)

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SEGMENT 1:


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United States

1. FDA: Regulates Labeling of Consumer Packaged Products and, recently, Restaurants.

2. USDA: Regulates Labeling of Meat, Dairy and Egg products.

3. FTC: Regulates “Advertising,” including Food and Beverage Products.

Canada

4. Health Canada: Responsible for setting food labeling policies with respect to health and safety matters

5. Canadian Food Inspection Agency (CFIA): Establishes and administers policies and standards for food safety, nutritional quality and labeling.

• Nutrition labeling /“Nutrition Facts” Statement.• Statement of Identity on Primary Display Panel.• Basic information identifying Manufacturer.• Net Quantity Statement / Amount of Food.• Allergen Information.• Many special rules, e.g., “Beverages that are 100% juice can be

called “juice” but diluted beverages must qualify word “juice” with a term such as “beverage,” “drink,” or “cocktail.”

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SEGMENT 1:


Regulated FOP Claims

1. Nutrient Content Claims Any claim that, directly or by implication, characterizes the level of a nutrient in the food, such as "low fat," "good source of oat bran" or "contains 100 calories." “Healthy” is an implied nutrient content claim.

2. Health ClaimsAny claim that, expressly or by implication, including “third party" references, written statements (e.g., a brand name including a term such as 'heart'), symbols (e.g., a heart symbol), or vignettes, characterizes the relationship of any food substance and reduced risk of a disease or health-related condition.

Must meet Significant Scientific Agreement standard.

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SEGMENT 1:


3. Qualified Health ClaimsHealth claims that don't meet the Significant Scientific Agreement standard and which must therefore include "qualifying" language so that consumers are not misled.Authorized by FDAExample: " Adequate calcium throughout life, as part of a well-balanced diet, may reduce the risk of osteoporosis.“

4. Structure / Function ClaimsClaims that describe the effect that a substance has on the structure or function of the body without reference to a disease. Examples: "Calcium builds strong bones," "fiber maintains bowel regularity," or "antioxidants maintain cell integrity.”

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SEGMENT 1:


Regulated FOP Claims

• Oversees all domestic and imported meat, poultry and related products (e.g. meat or poultry-processed egg products).

• FDA and USDA work to harmonize their labeling requirements.

• Unlike “Natural,” “Organic” has a robust definition under the USDA’s National Organic Program based on national organic standards.

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Section 5 of FTC Act prohibits “unfair or deceptive acts or practices” and, in the case of food products,

Sections 12 and 15 prohibit "any false advertisement" that is “misleading in a material respect.”

FTC focus:

• Whether claim is false, unfair or deceptive.

• Main issue is whether claim is substantiated.

• Considers reasonable consumers’ “net impression” of ad, not just claim language, in determining

claim made.

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SEGMENT 1:


Federal Trade Commission- Protecting America’s Consumers

Explosion of Class Action Lawsuits in U.S.

Food company behavior shaped by consumer activism, threats of litigation and class-action lawsuits.

Plaintiff’s Attorneys work with consumer watchdogs groups (e.g., Center for Science in the Public Interest) and are facilitated by consumer activism targeting “Big Food” companies.

FDA warning letters, FTC warning letters, and NAD reports are all major sources of labeling litigation. Claims include:• Unfair Competition Law• False Advertising• Consumers Legal Remedies Act• Breach of Warranty

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SEGMENT 1:


Explosion of Class Action Lawsuits in U.S.

• Concentrated in jurisdictions with relaxed standing and causation requirements (California is epicenter).

• Can aggregate many small claims that would not otherwise be worth pursuing. • Class action amenable

– Unlike personal injury claims • Damages incentives (attorney fees, treble damages, civil penalties). • Amenable to Copycat suits. • Significant settlements.

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SEGMENT 1:


Targets of Food Class Action Lawsuits in U.S.

• Natural / All Natural: Products that are allegedly “unnatural” because of processing, use of GMO’s, inclusion of artificial or synthetic ingredients, etc.

• Wholesome / Healthy: Products that contain allegedly unhealthy ingredients but labeling / advertising suggests product is healthy and/or wholesome.

• Health-Benefit claims, such as proven to reduce cholesterol, life-enhancing, improves brain function.

• Ingredient Quality relating to claims such as, 100% fresh squeezed orange juice or pure coconut water.

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SEGMENT 1:


“Natural” Claims

• In 1993, FDA said it would maintain its informal policy “not to restrict the use of the term ‘natural’ except for added color, synthetic substances, and flavors” and that, for enforcement purposes, “natural” means “that nothing artificial or synthetic (including all color additives regardless of source) has been included in, or has been added to, a food that would not normally be expected to be in the food.”

• Courts generally unwilling to find consumer claims under state law preempted as a matter of law.

• Uncertain state of the law and sheer breadth of ingredients and processes in the food supply make “natural” advertising a risky proposition for food companies.

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SEGMENT 1:


“Natural” Claims

Bolerjack v. Pepperidge Farm Inc., Case No. 1:12-cv-02918 (D. Colo. 2012)• Product described as “Natural” with claim

somewhat qualified by “No Artificial Preservatives” statement.

• Alleged to include GMO’s in soybean oil .• As with all GMO cases, complaint contends that plaintiff

paid premium for a “natural” product but GMOs, “by definition,” are not natural.

• Case still pending. A key issue will be whether a “reasonable consumer” perceives use in context of “natural” as a qualification.

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SEGMENT 1:


Almost a “Natural” Claim

Nobles et al. v. Coca-Cola, Case No. 13-cv-5017 (N.D. Cal.)

• Coca-Cola target of three recently-filed class action lawsuits.

• Plaintiffs contend that Coke includes phosphoric acid but the

products are not labeled as including an “artificial flavor” or “chemical

preservative.” Plaintiffs contend that phosphoric acid, as used in

Coca-Cola, is more consistent with chemical preservatives or

artificial flavoring under the Food Drug and Cosmetic Act than natural

flavoring and “[c]ontainers of Coca-Cola do not contain a statement

that they contain artificial favoring and or chemical preservatives.”

• Accordingly, plaintiffs allege that Coca-Cola containers are

misbranded under both the FDCA and corresponding provisions of

California state law.

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SEGMENT 1:


“Wholesome” / Health Claims

• Nutella: A healthy hazelnut spread made with skim milk and "a hint of cocoa” OR a sweet, fatty chocolate spread?

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SEGMENT 1:


• Please click the picture to download the video or you may download it from: https://www.hightail.com/download/ZUcwT0NaMGtEbUpsQXNUQw

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Ingredient Quality

Lam v. General Mills, Inc., No. 11-CV-05056 (N.D. Cal. 2011)

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SEGMENT 1:


Litigation Between Competitors

Pom Wonderful v. Coca Cola, 572 U.S. ___ (2014) – POM alleged that Coke’s marketing of its Minute Maid "Pomegranate Blueberry - flavored blend

of 5 juices” violated Federal Lanham Act by misleading consumers to believe that the drink consists primarily of pomegranate and blueberry juices.

– Product only contained 0.3% pomegranate juice and 0.2% blueberry juice. 99.4 percent is apple and grape juice.

– Coca-Cola’s labeling complied with FDA regulations including with respect to the naming of juice blend.

– Coca-Cola argued that FDA regulation of this subject matter precluded the Lanham Act claims.– Supreme Court ruled 8-0 in POM’s favor: “Because the FDA acknowledges that it does not

necessarily pursue enforcement measures regarding all objectionable labels, if Lanham Act claims were to be precluded then commercial interests – and indirectly the public at large – could be left with less effective protection in the food and beverage labeling realm than in other, less regulated industries.”

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SEGMENT 1:


Food Marketing Litigation in Canada

• Far more limited than in the U.S., in part due to distinct regulatory environment where many ingredient and health claims are specifically prescribed by legislation or regulatory guidelines.

• For example, “natural" defined as meaning foods that have not been significantly altered by processing and provides examples of processes that do and do not significantly alter “the natural character of foods.” In addition:

1. A natural food or ingredient of a food is not expected to contain, or to ever have contained, an added vitamin, added mineral nutrient, artificial flavoring agent or food additive.

2. A natural food or ingredient of a food does not have any constituent or fraction thereof removed or significantly changed, except the removal of water.

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SEGMENT 1:


Balance Marketing Needs v. External Pressures

• Comprehensive review of labels and claims– Use FDA and USDA guidance as starting point.– Understand overall message and net impression of the label, not just each claim and picture.– Monitor suppliers and know your ingredients.– Monitor consumer complaints and adjust messaging accordingly.

• Cross-Disciplinary Communication– Early and frequent communication among R&D, Marketing and Legal– Understand what is in the product, how it is processed, to whom it is targeted, etc.– Develop claim substantiation data early.

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SEGMENT 1:


AGENDA - Canada

1. Who regulates what?

2. Product claims and classification

3. Nutrition labelling and related amendments

4. Highlighted Ingredients

5. Other labelling and advertising amendments

6. Safe Foods for Canadians Act

7. Organic, natural and other hot-button issues

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SEGMENT 2:


Who Regulates What?

• Health Canada:– Food Directorate– Drugs & Health Products – Canadian Food Inspection Agency

• Competition Bureau

• Provincial legislation

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SEGMENT 2:


Advertising Preclearance

• Advertising Standards Canada– Canada’s primary industry self-regulatory body– Preclearance of broadcast advertising for: food & non-alcoholic beverages, alcoholic beverages,

consumer drugs and natural health products, advertising to children, and cosmetics– Review of advertising for compliance with legislation and guidelines of applicable regulators

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SEGMENT 2:


Product Claims and Classification

• Food: “any article manufactured, sold or represented for use as food or drink for human beings, chewing gum, and any ingredient that may be mixed with food for any purpose whatever”

• Drug: “any substance or mixture of substances manufactured, sold or represented for use in(a) the diagnosis, treatment, mitigation or prevention of a disease, disorder or abnormal physical

state, or its symptoms, in human beings or animals,(b) restoring, correcting or modifying organic functions in human beings or animals, or(c) disinfection in premises in which food is manufactured, prepared or kept

• Natural Health Products: “a substance set out in Schedule 1 or a combination of substances in which all the medicinal ingredients are substances set out in Schedule 1, a homeopathic medicine or a traditional medicine, that is manufactured, sold or represented for use in

(a) the diagnosis, treatment, mitigation or prevention of a disease, disorder or abnormal physical state or its symptoms in humans;

(b) restoring or correcting organic functions in humans; or

(c) modifying organic functions in humans, such as modifying those functions in a manner that maintains or promotes health…”

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SEGMENT 2:


Nutrition Labelling and Related Amendments

1. Establishing consistent serving sizes among similar foods

2. Sugars. Declaring sugar content together in the ingredient list and the NFT, and setting a Recommended Daily Value for sugar; and

3. Changes to the appearance and content of the NFT and ingredient list.

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SEGMENT 2:


Highlighted Ingredient Policy

• Guidelines for Highlighted Ingredients and Flavours– Issued by CFIA (final in March 2014)– Informs the regulator’s interpretation of the false or misleading representation provisions of the

Food and Drugs Act

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SEGMENT 2:


Highlighted Ingredient Policy (cont’d)

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SEGMENT 2:


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Other Labelling and Advertising Amendments

• Halal Labelling– Effective April 2016: Halal claims (labels or ads) must include name of the certifying body.

• Labelling of Mechanically Tenderized Beef– Effective August 2014: Mechanically tenderized beef must be labelled to identify processing and

proper cooking instructions

• Country of Origin Labelling (COOL)– Canada wins appeal before WTO

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SEGMENT 2:


Safe Food for Canadians Act

• To come into force in 2015

• New prohibitions against deceptive practices, hoaxes and tampering

• Increased traceability and recall protocols

• Increased import controls (licensing and registration)

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SEGMENT 2:


Other Hot Button Issues

• Organic: – Permitted: Organic Claims, Organic Ingredient– Not Permitted: 100% Organic, Certified Organic, Made with Organic Ingredients

• Natural:– Maple Leaf “Natural Selections”: A Case Study

• Canadian Approaches to Recalls and Class Action

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SEGMENT 2:


The Food & Beverage Company’s Guide to Dealmaking

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SEGMENT 3:


Start With a Strategy

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SEGMENT 3:


• Strategic goals:Auction vs. limited auctionFinancial buyer vs. strategic buyerInternal growth

• Sourcing acquisitions and other strategic relationships• Types of deals: licenses, stock sale or asset transactions, joint venture• Sale or purchase from or to public vs. private companies – pros and cons• Interaction with angel investors, venture capitalists and private equity firms• The Food Institute recorded 311 mergers in the food industry in 2013, similar to the numbers in 2012.

Food processors increased from 76 to 96, mostly dairy, meats and other processors.

How Much is Your Company Worth?

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SEGMENT 3:


• Valuation matrix – value of brand, revenue model, EBITDA model, and earnings approach• Higher multiples in this sector for public companies • Stages of capital raising – “friends and family” vs. venture capital, private equity• Using FINRA broker dealers and risks of not doing so• Value of research relating to sources• Industry trends:

– Millennials drive demand– Importance of social media– Growth of specialty food sector– Commodity prices– Private labels– Gluten free and other health-related ingredients

Protecting the Brand

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SEGMENT 3:


• Security for intellectual property – trademarks, formulas, recipes• There is sometimes a conflict between the need for trade secrecy and FDA disclosures (GRAS-

generally recognized as safe)• Work for hire agreements• Need for searches and research

Continuity in Supply and Distribution Agreements

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SEGMENT 3:


• Degree of company’s vertical integration• Negotiation of co-packer agreements:

- Line time and penalty for non-compliance- Recalls- Product liability- Territory- Exclusivity

• Distribution agreements:- Dependent on company’s breadth- Club stores vs. smaller outlets- Territory

• Purchase order forms – “battle of forms”• Dealing domestically vs. abroad with suppliers

- Choice of law issues

Keeping Licensees in the Fold

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SEGMENT 3:


• Partnering with a worthy sponsor• Negotiating license agreements• Exclusivity vs. non-exclusivity• Minimums• Territory

Retaining Key Employees

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SEGMENT 3:


• Offer letters to key employees - be careful that they are not binding except for prior employers' restrictions

• Non-disclosure agreements• Restrictive covenant agreements - state by state law analysis is necessary • Employee handbooks - too extensive can create problems• Raiding issues

Personal Planning for Owners and Principals

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SEGMENT 3:


• Timing an event before company reaches maturation point• Establishing valuation for estate planning purposes• Asset protection and creation of trusts• Personal liability – importance of state of incorporation, personal guarantees

Building (or Breaking) Partnerships

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SEGMENT 3:


• Creation of governance documents• Shareholders or operating agreements• Disparate treatments - active vs. non-active shareholders• Stock options, cash incentive plans and restrictive stock plans

Negotiating the Terms of a Transaction

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SEGMENT 3:


• Confidentiality agreements and non-solicitation agreements• Cash now, cash with a note or equity, or earn out• Value of tangible vs. intangible assets• Legal audit – condition precedent

Potential Issues on M&A Deals (whether from buyer or seller side)

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SEGMENT 3:


• Time pressure • Imbalance between large and small company• Battle of “standard forms”• Aim for agreement on major ideas before focusing on pricing• No surprises at the end

Contract Considerations and Complexities

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SEGMENT 3:


• Nuances, current trends and challenges in business contracts• Avoiding and handling Letter of Intent “landmines”• “No shops” in LOIs• Handling term changes and terms with unclear definitions

Protecting the Business Through Insurance

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SEGMENT 3:


• Claims made vs. occurrence policies• Coverage:

Product recallsProduct liabilityFidelity bonds

• Tails on liquidity events• Errors and omissions• Directors and officers insurance• First party priority insurance for food recalls• Exclusions for contaminations, pollutants, faulty workmanship

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Q&A:

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SEGMENT 1:


SEGMENT 2:


SEGMENT 3:


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food & beverage marketing: significant issues in 2014 and beyond live webcast

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