Seth Alan Schwartz

Alcoholic Beverages

Seth understands crafting beer, wine, and spirits is about more than brewing and distilling. Clients creating innovative lagers, IPAs, stouts, or other beverages sometimes encounter disputes with suppliers, distributors, contractors, and landlords.  Fermenting significant craft beer experience with seasoned litigation skill, Seth brings heady credentials to alcoholic beverage disputes.

Beer, wine, and spirit suppliers, distributors, and brewers seek Seth’s counsel on issues including manufacturing, distribution, and in-house sales.  He also advises clients on contract negotiations, employment advice, intellectual property work, manufacturing equipment contracts, local political lobbying, and general corporate matters.

Experience

Dinsmore Meets All Legal Needs for Significant Craft Brewer’s Business

Client: Rivertown Brewing Company

Since 2012, Rivertown has relied exclusively on Dinsmore’s counsel to ensure their craft beer taps flow for years to come. Running a growing brewing company means constantly dealing with new questions about whether a beer name is available to disputes over what name a beer company may use in commerce. Dinsmore provides all legal counsel supporting Rivertown Brewing Company’s manufacture, distribution, and in-house sales, including distribution contract negotiations, manufacturing equipment contracts, local political lobbying, review of services contracts, employment advice, trademark and intellectual property work, litigation concerning distribution contracts, intellectual property litigation, and general corporate matters.

Represented Client Purchasing a West Coast Beer, Wine and Spirits Distributor

We represented the purchaser during its formation of an investment vehicle and subsequent $38 million acquisition of an West Coast-based beer, wine and spirits distributor. We aided our client by negotiating and drafting the asset purchase agreement and ancillary transaction documents, negotiating consents and releases with multiple suppliers, and drafting and negotiating purchaser entity formational documents. We also coordinated due diligence efforts on behalf of our client.

Assisted Clients with a $20 Million Asset Sale

We represented the sellers in an asset sale for two Ohio-based beer, wine and spirit distributors for a combined purchase price of more than $20 million. Our role included drafting and negotiating the asset purchase agreements and negotiating and facilitating various distribution right spin-off purchases to non-primary purchasers.

Aided a Start-Up Brewery with Securing Funding

We represented a Cincinnati start-up craft brewery in Regulation D securities offering to fund its bottling and canning operation. We drafted the necessary documents for our client, including the offering memorandum, subscription agreements and unit purchase agreements, which included industry-specific representations such as those related to tied house laws. We also completed the necessary SEC and state securities filings.

Represented Client in $26.5 million Asset Sale

We represented a southern wine, beer and spirits distributor in its $26.5 million asset sale to an industry competitor. Our role included negotiating and revising primary transaction documents, drafting ancillary transaction documents and facilitating due diligence inquiries.

Represented the Supplier of a New Spirit-Based Product

When a supplier from New Zealand wanted to introduce a spirits-based product into United States territories, we took the lead on drafting and negotiating an importation and contract-distilling agreement, which provided for eventual state-side production, upon the achievement of specified sales milestones.

Represented Distributor in the Divestiture of its Portfolio

We represented a beer, wine and spirits distributor in the divestiture of its distribution rights portfolio to numerous purchases.

Represented Our Client, a Brewing Company, During an Appeal to the Ohio Board of Tax Appeals

Our client, a brewing company, received an A-1 liquor permit in December 2010 that entitled them to a credit against taxes levied on manufactured beer and malt beverages, provided the brewing company met certain requirements. The brewing company requested Ohio’s tax commissioner apply the credit to taxes paid on manufactured beer and malt beverages during 2010, but the request was denied. We represented our client when they appealed the decision to the Ohio Board of Tax Appeals.

Representation of Multiple Brewing Companies

Seth Schwartz represents multiple brewery clients, including Rivertown Brewing Company, in multiple areas, including distribution contract negotiations, litigation concerning distribution contracts, intellectual property litigations, tax litigation and general corporate matters.