Most early American cooperatives were founded to help farmers market their products and improve their purchasing power. However, the business model has evolved to serve a wide variety of modern-day organizations – such as energy suppliers, joint purchasing groups, organic food stores, and innovative housing programs. Fredrikson & Byron’s Agribusiness & Cooperatives Group has helped fuel the success of its regional and national clients by helping them stay ahead of a fast-changing legal environment.
Our attorneys are focused on one main objective for our clients – getting the best business outcome for a cooperative or agribusiness while preventing compliance and regulatory issues. Members of our team have held or currently hold advisory roles in cooperative industry organizations and regularly give presentations on issues affecting key industry market segments. That background allows our attorneys to serve not just as legal counsel, but as business advisors with unique insight on the cooperative and agribusiness world.
Services
Our team helps clients navigate legal, organizational, and business matters. In highly complex cases, we are able to draw on the firm’s broader resources to handle virtually any issue facing today’s cooperatives and agribusiness organizations. Key areas of experience include:
Administrative Law. This area includes such services as licenses, permits, certificates, or rule-making.
Antitrust. Our attorneys have substantial experience counseling cooperative clients on antitrust issues, including Capper-Volstead requirements.
Cooperative governance. We provide practical advice to management and boards that helps them fulfill their duties to members and deal with business emergencies. Our lawyers routinely advise cooperatives on governance practices intended to improve the performance of the board and bring value to the cooperative’s members. Our lawyers have successfully represented both management and shareholders in both direct and derivative actions involving agribusiness ventures.
Employment & labor. We assist clients with hiring and termination procedures, compliance with state and federal laws, negotiation of employment and labor contracts, grievances and arbitrations, and analysis and/or drafting of employee handbooks.
Employee benefits. We assist in the design of employee benefits plans and monitor compliance with employee benefits laws.
Financing and alternative capital formation. We combine our knowledge of securities laws and financing to advise cooperatives on raising additional capital through exempt equity offerings, registered stock offerings, and municipal bonds. We represent cooperatives and other agribusinesses on debt financing transactions, including term loans, working capital lines of credit, construction loans, private debt placements, and bond offerings.
Formation, structuring, and restructuring. We help clients form “new venture” cooperatives and hybrid/LLC cooperatives, as well as the evolution and design of entity restructuring, which may include joint ventures, mergers, and acquisitions.
General counsel services. We advise cooperatives and agribusinesses by coordinating all aspects of the enterprises’ legal needs. In addition, we serve as “general counsel” for several cooperatives and other entities.
Immigration. We have extensive experience representing agribusinesses in obtaining work visas, such as H2A agricultural visas, H2B nonagricultural visas, and TNs for Canadians and Mexicans, to meet their labor needs. In addition, we work with agribusinesses on immigration compliance programs such as I-9 compliance and E-Verify.
Intellectual Property. We work with clients to file, prosecute, and litigate patents related to agricultural processes and technologies.
Tech and Data. Our technology and data attorneys represent clients in creating and negotiating software, software-as-a-service (SaaS), Internet, database, and similar agreements and licenses. We advise and collaborate with clients to turn data and ideas into protectable and valuable assets. We help clients draft privacy and security policies, comply with data privacy laws including the CCPA and GDPR, and respond to security breach events.
Litigation. We have extensive experience in representing cooperative and agriculture industry clients in a variety of litigation that agribusiness typically generates, including the termination of joint ventures, supply agreement disputes, board member and officer liability, capital equipment purchases, termination of patron / members, and food quality issues. We have successfully resolved cases through settlement, summary judgment, arbitration and trial.
Real estate. Within the housing area, we represent both lenders and for-profit and non-profit cooperative associations in the financing of student and senior cooperative housing. We assist clients with securing and closing financing, including the use of 501(c)(3) tax-exempt bonds for student cooperative housing.
Tax. Our attorneys advise agribusinesses and cooperatives on tax issues unique to cooperatives and agribusiness, including Subchapter T and Subchapter K of the IRC. We often provide guidance and representation (when necessary) to address any IRS challenges affecting cooperatives or their members.
Regulatory compliance. We work with clients in connection with state and federal regulatory compliance. We also work with the respective states’ federal agencies.
