Supply Chain & Distribution

Our legal services allow our clients to advance these goals:

Strengthen Supplier and Distributor Relationships

We help clients to negotiate contracts with critical suppliers and distributors and to develop tools and templates for supply chain and distribution contracts more generally. In doing so, we secure enforceable commitments for appropriate levels of delivery, performance and payment and allocations of risk that fit the parties and align incentives. Our contracts focus on supporting flexible, innovative, collaborative relationships that drive business value. In addition, we recognize the importance of the working relationships and help clients to govern those relationships in ways that support superior performance.

Mitigate the Risk of Financially Challenged Suppliers and Distributors

We work with clients to provide financial support to their suppliers and distributors through supply chain finance and distribution finance arrangements. In these deals, we help our large-company clients to arrange programs that improve cash flow for their suppliers and distributors while complying with applicable regulations and supporting a favorable accounting treatment. In addition, we advise on a variety of restructuring, bankruptcy, and insolvency (RBI) laws in multiple jurisdictions and how to achieve successful resolution wherever the issue or problem has arisen. 

Address Potential and Actual Disputes

We help clients address disputes with supply chain and distribution partners, such as disputes over contractual performance obligations, product supply disruption, warranty claims, product recalls, indemnification and misappropriation of intellectual property rights. We represent manufacturers in disputes with distributors or franchisees related to unfair competition, tortious interference with business relations, and gray market goods claims. We help clients review how performance can be monitored and measured to identify emerging disputes at an early stage, when there is a better prospect of achieving a commercial resolution and avoiding costly litigation. Where necessary, we have the experience and expertise to aggressively pursue disputes with supply chain and distribution partners through final resolution, including arbitration or trial. 

Prepare for Business Continuity (BC) and Disaster Recovery (DR) Needs

We help clients to secure contractual commitments for BC/DR preparation from suppliers and distributors, including commitments to provide specified BC/DR services under a plan approved by our client and test those plans at specified intervals. We also advise clients on developing and testing their own BC/DR plans, including considering the relevant contractual, regulatory and other legal perspectives, and help to address questions of whether force majeure and related excuses apply. We are particularly well known for our work on BC/DR for high-impact data security events, including table-top exercises for lawyers and executives. 

Anticipate and Address Customs, Tariffs and Other Trade Regulations

We help clients integrate immediate and long-term perspectives on international trade compliance, as well as offer guidance on the interplay among laws that regulate international business. We also advise on border measures that are regulated by customs authorities and product regulatory bodies around the world, and we handle audits and assessments in a wide range of industries. We advise in connection with seizures, protests, classification rulings, customs valuation issues, rules of origin, marketing, labeling, and import and export clearance. We also monitor events taking place at the World Trade Organization and the World Customs Organization in order to advise clients on matters that may substantially impact their global operations. 

Address Compliance Risks and Advance CSR/ESG Goals

We help clients to apply a holistic approach to compliance risk including proactive (“horizon scanning”) risk assessment and planning, preventative measures, and internal investigations and litigation defense in response to adverse events. For example, we help clients to reduce the risk of liability or reputational damage from noncompliance by suppliers or distributors with cybersecurity and privacy laws, health and safety laws, product and service standards, anti-bribery-and-corruption (ABC) laws, and anti-money-laundering (AML) laws. We also assist with Corporate Social Responsibility (CSR) and Environmental, Social and Governance (ESG), including in sustainability and climate change, plastics and pollution, human rights, modern slavery, and ethics. We help clients achieve these goals efficiently and consistently across businesses and geographies with our Map, Align, Leverage, Simplify and Integrate approach.

Optimize Tax Efficiency

We help clients optimize the tax efficiencies in their global supply chain and distribution structures. We regularly design and implement principal and limited risk distribution models, we help clients optimize contract manufacturing solutions and we plan and implement structures for tax efficient ownership and exploitation of intellectual property. Our work includes drafting relevant agreements, analyzing and documenting the transfer pricing issues associated with the structure and managing the value added, goods and services and other indirect tax implications. 

Protect Intellectual Property Rights

We help clients to identify, maintain, enhance and protect their intellectual property and brand assets in working with suppliers and distributors, including through licensing arrangements, restrictive covenants, non-competes and non-disclosure agreements. In the event of misappropriation or misuse, we help clients to act quickly and aggressively to limit any harm and reassert control over their IP assets, including data rights. We represent clients in claims arising from supply chain and distribution arrangements, including patent, trademark and copyright infringement, unfair competition, false advertising, trade secret misappropriation and IP-related antitrust violations. 

Comply with Antitrust & Competition Laws

We help clients comply with antitrust and competition laws that govern distribution restrictions, price discrimination, resale price maintenance and franchising. We assist clients to develop and implement antitrust compliance programs, including drafting policies and conducting training programs that help educate client employees regarding business conduct that conforms to the law in our clients' many geographic locations. We also help our clients in antitrust and competition litigation in Asian, European and North American national courts and regulatory agencies. 

Leverage AI, Platforms and Other Technology to Innovate and Adapt

We help clients in the digital transformation of supply chain and distribution. This work includes representing clients in negotiation with technology companies for AI, robotics, smart devices, autonomous vehicles, ERP and other core systems modernization, SaaS procurement and distribution platforms, and predictive analytics. We also guide clients around legal and regulatory pitfalls in areas such as AI bias, model risk management, and data rights.