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Fashion and Retail Law 2015: Trends and Developments


Speaker(s): Alice G. Givens, Alysa M. Barancik, Audrey Kirdar, Charles M. Modlin, Deborah White, Howard S. Hogan, Kathleen Carney, Linda A. Goldstein, Lois F. Herzeca, Michael Zorn, Stacey M. Brandenburg, Yen D. Chu
Recorded on: May. 20, 2015
PLI Program #: 59277

Yen D. Chu has been with Ralph Lauren Corporation since 2006 and serves as Corporate Vice President, Associate General Counsel.  Ms. Chu is responsible for all public company matters, including managing federal securities law compliance and advising the Board of Directors and senior management on corporate governance and executive compensation.  Her responsibilities also include developing, implementing, and overseeing the Company’s global anti-bribery and regulatory compliance program and addressing legal issues relating to international trade and customs, consumer product safety, global manufacturing and sourcing, global supply chain, philanthropy, and corporate social responsibility matters.  In addition, Ms. Chu oversees licensing and distribution transactions as well as corporate financings, commercial transactions, and other special corporate projects.

Prior to joining Ralph Lauren Corporation, Ms. Chu practiced law at the law firm of Simpson Thacher & Bartlett LLP from 1997 to 2006.  At Simpson, she provided corporate representation to private equity groups, financial institutions, government entities, tax-exempt organizations, and public and private companies in a variety of sectors including media, entertainment, reinsurance, manufacturing, and healthcare.

Ms. Chu received her Juris Doctorate degree from Columbia Law School in 1997 where she was a Harry A. Blackmun Scholar.  She received her undergraduate degree, B.A. in International Relations, summa cum laude, from the University of Minnesota in 1994.  She is currently a member of the Board of Directors of the Columbia Law School Association and a member of the Fashion Law Committee of The Association of the Bar of the City of New York (ABCNY). She has also served as a member of the Council of International Affairs for the ABCNY.


Alice Givens is VP - General Counsel, Chief Compliance Officer & Corporate Secretary of Ruth’s Hospitality Group, Inc. (RHGI), a leading publicly owned (NASDAQ: RUTH) restaurant company focused exclusively on the upscale dining segment.  Ms. Givens joined RHGI in February 2016.  Prior to that, she was VP, Associate General Counsel at J.Crew Group, Inc. where she focused on securities, corporate governance and general corporate matters from 2007 to January 2016.  Prior to joining J.Crew, Alice held various legal and compliance roles with Circuit City Stores, Inc. in Richmond, VA for over ten years.

She received her undergraduate degree from The College of William & Mary in 1994, and her J.D. from the T.C. Williams School of Law at the University of Richmond in 1997.  She is admitted to practice in Virginia, New York and as authorized house counsel in Florida.  She is a member of the Association of Corporate Counsel and the Business Law Section of the American Bar Association and previously served as a member of the Advisory Board of the New York Chapter of the Society of Corporate Secretaries and Governance Professionals from 2009 – 2015.


Alysa M. Barancik

Position/Title:    Assistant General Counsel, Labor & Employment

Firm or Place of Business:    Luxottica 

Primary Areas of Practice:    Labor and Employment

Law School:    Loyola University Chicago School of Law

Work History:    Luxottica (2011-present)

Seyfarth Shaw:

  • NY – 2006-2010 (Partner 2009-10)
  • Chicago – 2000-2006

Professional Memberships:  

  • Association of Corporate Counsel
  • Corporate Executive Board


Audrey Kirdar is a Managing Director at Financo, having joined in 2012. Ms. Kirdar has over 15 years of investment banking experience in the global retail and consumer sectors. Most recently, she spent 10 years at Rothschild Inc., in the firm's Mergers & Acquisitions Group, where she was a senior member of the global retail team with a particular focus on apparel and retail. During her tenure, she advised on complex public and private mergers and acquisitions, leveraged recapitalizations, debt and equity advisory and restructurings for companies in the US, Europe, Latin America and Asia as well as served as the US coordinator of global retail sector coverage. Prior to Rothschild, Ms. Kirdar worked at Morgan Stanley in New York and London, where she was involved in broad range of domestic and cross border mergers and acquisitions and corporate finance transactions primarily in the retail and consumer sectors.

Ms. Kirdar has primary responsibility for the firms sub-sector coverage effort in the apparel wholesale and retail space. In addition, she plays an integral role in coordinating cross border coverage with Financo Europe.

Ms. Kirdar’s selected M&A Transaction advisory experience includes the following: 

  • Opening Ceremony minority sale to Berkshire Partners
  • DwellStudio sale to Wayfair
  • PPR sale of The Sportsman’s Guide and The Golf Warehouse to Northern Tool
  • Wal-Mart acquisition of Massmart
  • Esprit on strategic alternatives for North American business
  • NexCen Brands distressed sale to Levine Leichtman Capital Partners
  • Leonard Green sale Varsity Brands to Herff Jones
  • Wiggle sale to Bridgepoint Capital
  • Coty quarterly valuation of phantom stock options and restricted stock
  • NexCen disposal of Bill Blass to Peacock Apparel
  • NexCen disposal of Waverly to Iconix
  • Weider Health and Fitness sale of minority stake in Schiff Nutrition to TPG
  • Borders restructuring and sale of Paperchase
  • Carribean Joe strategic alternatives resulting in liquidation by Hilco
  • Leonard Green & Partners acquisition of Sports Authority
  • PPR acquisition of The Sportsman’s Guide
  • Liz Claiborne strategic alternatives
  • Nautica sale to VF Corporation
  • IMG Worldwide sale to Forstmann Little
  • Preferred Maramont sale to Swander Pace Capital
  • Varsity Brands sale to Leonard Green & Partners
  • . Office Products restructuring
  • Tommy Hilfiger Corporation acquisition of Pepe Jeans
  • Tommy Hilfiger Corporation acquisition of Tommy Canada
  • Foster Wheeler restructuring and asset divestitures
  • NTL acquisition of Workplace Technologies

Ms. Kirdar graduated summa cum laude, beta gamma sigma from Georgetown University with a Bachelors in Science in Business Administration. She received her Masters in Business Administration from Columbia Business School.


Expertise

Deborah White oversees RILA’s corporate legal, compliance and litigation responsibilities. Deborah also serves as President of the Retail Litigation Center, which was created in 2010 to serve as the voice of the retail industry in the judicial branch. She is the principal contact for RILA’s General Counsel Committee.

Prior to joining RILA, White founded a firm to counsel select supermarket companies and to serve as executive director of the recycled paperboard industry’s trade association. Her retail trade association experience includes more than a decade at the Food Marketing Institute, which she left in 2010 as the association’s Senior Vice President & Chief Legal Officer. From 1992 to 1998, White practiced law at the firm of Keller and Heckman, LLP.

Education

Education
B.A., Wesleyan University
J.D., Washington College of Law

Bar Admissions
District of Columbia
Maryland
Virginia
U.S. Supreme Court

Committees

General Counsel Committee
Employment Litigation Leaders Council
Retail Litigation Center Board of Directors


Howard S. Hogan is a partner in the Washington, D.C. office of Gibson, Dunn & Crutcher and is Co-Chair of the Fashion, Retail and Consumer Products group. 

Mr. Hogan's practice focuses on intellectual property litigation and counseling, including trademark, copyright, patent, false advertising, right of publicity, licensing, and trade secret matters.  Mr. Hogan currently represents a number of leading brands in a series of trademark infringement actions against operators of websites that sell counterfeit goods, resulting in awards of millions of dollars in damages and broad injunctive relief.  Mr. Hogan has also represented numerous companies in successfully defending against overly aggressive assertions of intellectual property rights.

A significant portion of Mr. Hogan's practice involves computer, Internet, and new media-related issues.  Many of Mr. Hogan’s matters have tested the application of traditional legal principles to the Internet and new media, such as in connection with issues of Internet jurisdiction, online contracting, and the application of trademark and copyright law to search engines, social media, and online sales.  In 2013, Mr. Hogan obtained what is believed to be the first judgment applying the anti-counterfeiting provisions of the Lanham Act against the maker of a counterfeit mobile app. 

Mr. Hogan is a frequent lecturer and writer on intellectual property and technology-related issues.  For example, Mr. Hogan is the co-author, with Gibson Dunn partner Lois Herzeca, of Fashion Law and Business: Brands and Retailers, a treatise published by the Practising Law Institute (2013).   

From 1999-2000 Mr. Hogan was Law Clerk to the Honorable Naomi Reice Buchwald, United States District Judge for the Southern District of New York.  In 1994, Mr. Hogan helped to initiate the AmeriCorps*National Civilian Community Corps, where he received the organization’s Outstanding Leadership Award in 1995. 

Mr. Hogan received his B.S.F.S., magna cum laude, from Georgetown University School of Foreign Service in 1994, Phi Beta Kappa with a European Studies Certificate.  In 1999 he received his J.D., cum laude, from New York University School of Law, where he was Editor-in-Chief of The Commentator and Research and Writing Editor for the Moot Court Board.  Mr. Hogan is also an alumnus of Lady Margaret Hall, Oxford University, where he spent the 1992-93 academic term as a visiting student.


Lois F. Herzeca is a partner in the New York office of Gibson, Dunn & Crutcher.  Ms. Herzeca is Co-Chair of Gibson Dunn’s Fashion, Retail and Consumer Products Practice Group.

?Ms. Herzeca advises public and private companies, private equity firms, and investment banks, on significant legal and business matters, including mergers and acquisitions, equity investments, license agreements and joint ventures.  Although she counsels companies in a wide range of industries, she specializes in the fashion and retail industries.

Ms. Herzeca was named a "Dealmaker of the Year 2012" by The American Lawyer for her representation of Transatlantic Holdings, Inc. in its $3.4 billion business combination transaction with Alleghany Corporation.  She was named a "Dealmaker of the Week" by The American Lawyer for her representation of CommScope, Inc. in its sale to The Carlyle Group for $3.9 billion in 2011.  She was ranked as a leading lawyer by Chambers USA:  America's Leading Lawyers for Business, and as one of Avenue Magazine's "Top Women Lawyers" in New York City.

A preeminent fashion  and retail lawyer, Lois Herzeca is the co-author, with Gibson Dunn partner Howard Hogan, of Fashion Law and Business:  Brands & Retailers, a comprehensive guide to fashion law, published by the Practising Law Institute (2013).

Ms. Herzeca's fashion, apparel and celebrity clients and transactions have included:  Helmut Lang, Proenza Schouler, Derek Lam, Thom Browne, David Yurman, Brian Atwood, Rachel Roy, Tabitha Simmons, Mila Kunis, Rachel Zoe, L'Wren Scott, Maria Cornejo, Loeffler Randall, Dannijo, Beth Ditto, Milk Studios and Zumba Fitness.  She has also represented Goldman, Sachs & Co. as financial advisor in numerous public M&A retail industry deals, including Sycamore Partners' acquisition of Belk Inc., Ascena Retail Group's acquisition of Ann Inc., and the Hudson's Bay acquisition of Saks Inc.

Ms. Herzeca is a Lecturer in Law on fashion and retail law at the University of Pennsylvania Law School and a member of the Advisory Board of the FAME (Fashion, Art, Media and Entertainment) Center at Cardozo School of Law.

Ms. Herzeca has written more than 40 articles for legal and financial publications.  She has also spoken at conferences for the Practising Law Institute, Mergermarket, the Strategic Research Institute and The Conference Board.  Ms. Herzeca has been quoted extensively in such publications as The Wall Street Journal, Law 360, The AmLaw Daily, Investment Dealers Digest, New York Magazine and The New York Law Journal.

Ms. Herzeca earned her Juris Doctor cum laude from the Boston University School of Law. In 2009, Boston University honored her with an Alumni Pro Bono award recognizing her many community-based and international pro bono initiatives.  She is a board member of WIN and serves on the New York City Bar Association's Fashion Law Committee.

Representative Recent Speaking Engagements

  • Speaker, "Mergers/Acquisitions and Antitrust Considerations," 2016 Fashion Law Conference, Federal Bar Association (February 2016).
  • Program Chair, "Fashion and Retail Law: Trends and Developments," PLI (May 2015).
  • Speaker, "Webinar: Open for Business: Predictions for 2015 Retail and Consumer M&A," Merrill Corporation (February 2015).
  • Speaker, "The Cutting Edge: Private Equity and the Luxury Fashion Industry," New York City Bar (January 2015).
  • Speaker, "Webcast: Fashion Law," National Business Institute (July 2014).
  • Program Chair, "Fashion and Retail Law," PLI (May 2014).
  • Speaker, "Webcast:  Fashion Law – The Global Challenge," PLI (December 2012).
  • Speaker, "Podcast:  2011 M&A Trends," Mergermarket (March 2011).


Stacey Brandenburg advises clients on privacy, data security, and a range of emerging technology-related issues. A veteran of the Federal Trade Commission’s Division of Privacy and Identity Protection, Stacey regularly represents technology companies and those with an online presence in FTC investigations involving Section 5 of the FTC Act, the FTC’s endorsement and testimonial guidelines, and the Children’s Online Privacy Protection Act (“COPPA”).  She also works with clients in responding to inquiries from State Attorneys General and has negotiated settlement agreements with their offices.

Stacey works closely with clients to develop thoughtful and workable privacy and security policies and practices, guides companies with their implementation, and provides compliance training for employees. She also provides legal advice regarding access to and use of alternate forms of data and how to make appropriate consumer-facing privacy disclosures.  As another example of her involvement in an emerging industry, Stacey also has significant experience advising fantasy sports sites and operators regarding compliance with the developing regulatory frameworks and laws.

Before joining the FTC, Stacey practiced at Steptoe & Johnson LLP, where she litigated commercial disputes and advised clients on emerging technology law issues. She is in her sixth year as an adjunct at American University’s Washington College of Law, where she teaches about privacy issues raised by new technologies, including social media, big data, wearables, the Internet of Things, and the constitutional issues relating to government access to information.

After Stacey received her law degree from the NYU School of Law, where she was a Truman Scholar, she clerked for Judge Ronald Buckwalter in the United States District Court for the Eastern District of Pennsylvania. Stacey earned her B.A. in political science at the University of North Carolina at Chapel Hill, where she was a Morehead Scholar.


Mr. Modlin is a Partner and General Counsel of Sandbridge Capital, LLC. Prior to joining Sandbridge in October 2013, Mr. Modlin was a Partner and Chair of the New York Corporate Department of Seyfarth Shaw, LLC, a full-service law firm with more than 800 attorneys in the United States, the United Kingdom, China and Australia. Throughout his career, Mr. Modlin has advised public and private companies, boards of directors and senior executives on a wide range of corporate, securities and related matters, including with regard to mergers and acquisitions, public offerings and private placements of equity and debt, licensing, intellectual property, and day-to-day advice on corporate governance and all aspects of operations and business strategy. Mr. Modlin has served as outside general counsel for many of his clients, including Nautica Enterprises, Inc. for over fifteen years prior to its acquisition by VF Corp.

Currently, Mr. Modlin serves on the Board of Directors of Management Decisions – MDI, Inc., an Atlanta-based IT staffing company, and ABCO Refrigeration and Supply Corp., a New York-based, value-added, distributor of HVAC and Refrigeration systems throughout the Northeast and Atlantic States. Mr. Modlin is an Associate Trustee of The North Shore-Long Island Jewish Health System, and a member of the Board of Directors of Stewards of Change Institute, Inc., a not-for-profit organization providing public, private and not-for-profit human service agencies with cross-sector innovations to create a connected health, education, judicial and human service system that is customer-centric, family-focused, community-engaged and technology-enabled.

Mr. Modlin received an A.B. from Brandeis University, magna cum laude, and a J.D. from Georgetown University Law Center, where he was a member of the journal The Tax Lawyer.

cmodlin@sandbridgecap.com


Prior to joining Teneo, Ms. Carney was General Counsel for Relational Investors LLC. In this role she was responsible for general legal matters, including the firm’s compliance program, and worked with the investment team in analyzing corporate governance issues and developing engagement strategies for portfolio companies. She also helped maintain and enhance the Firm’s involvement in public policy impacting our strategy and corporate governance reform initiative.

Prior to joining Relational in July 2009, Ms. Carney was an associate in the corporate department of Weil, Gotshal & Manges, LLP in its New York office, and a member of the firm’s Mergers & Acquisitions practice. Her primary areas of practice included public and private business combinations, and counseling corporate directors, managers, institutional investors, and non-profit organizations with respect to governance issues. This included board and committee responsibilities and structure, fiduciary duties, relationships with shareholders, shareholder initiatives, disclosure, and governance “best practices.”

Ms. Carney graduated Summa Cum Laude with a Juris Doctor from Brooklyn Law School, and graduated Magna Cum Laude from Colby College with a bachelor’s degree in Economics and French studies.


Linda Goldstein is widely recognized as one of the leading advertising lawyers in the country. Prior to joining Manatt, Phelps & Phillips, LLP, where she is a partner and chair of the Advertising, Marketing & Media Division, Ms. Goldstein was a name partner at the New York law firm Hall Dickler Kent Goldstein & Wood.

Ms. Goldstein represents the world's leading consumer products/services and advertising and marketing companies in advertising, intellectual property and digital media matters. Her practice includes conducting legal compliance reviews of advertising campaigns for brand marketers and agencies, representing clients in false advertising and unfair competition investigations and enforcement actions, advising clients on promotional marketing programs, and negotiating and drafting industry-governing agreements.

Consumer Protection: Ms. Goldstein has extensive experience representing clients in investigative and enforcement proceedings brought by the Federal Trade Commission and National Advertising Division of the Council of Better Business Bureaus, including numerous high-profile matters involving substantiation of advertising claims and compliance with trade regulation rules. She has also represented clients in investigations and actions brought by state attorneys general throughout the country relating to various marketing practices.

Promotions: Ms. Goldstein regularly counsels marketers on the structuring of sweepstakes, games and contests. Also, as chair emeritus and head of the Promotion Marketing Association's Government and Legal Affairs Committee, she has assisted in developing public policy positions on a wide variety of promotion-related issues and has effectively advocated for the industry's agenda in the legal, legislative and regulatory arenas, including testifying before the National Association of Attorneys General's Subcommittee on Sweepstakes Promotion. In addition to helping secure legislative and regulatory changes favorable to the industry, she is a frequent writer and much-sought-after commentator on air, in print and on panels and podiums on the subject of promotion marketing.

Digital Media Marketing: Ms. Goldstein spends a large portion of her time advising clients on how to minimize the legal risks associated with online advertising and marketing. A recognized expert in the legal issues surrounding e-commerce, mobile marketing, social media marketing, consumer-generated content marketing and marketing to children, she has actively participated in hearings conducted by the Federal Trade Commission, such as on the adequacy of disclosures in mobile campaigns, and has worked with numerous trade associations, including the Mobile Marketing Association and Word of Mouth Marketing Association, to develop and adopt industry self-governing guidelines.

Online Gaming: Ms. Goldstein has advised and counseled numerous companies in the gaming community, including operators of gaming sites lawfully established outside of the United States, persons or entities involved in online horse betting and wagering, and a substantial number of fantasy sports league operators, regarding the U.S. legal and regulatory framework governing online gaming. She is a frequent speaker and writer on issues relating to the legality of online gaming activities in the United States.

Direct Response: A significant component of Ms. Goldstein's practice is the representation of individuals and companies in the infomercial and home shopping sectors. A former chair of the Board of Directors of the Electronic Retailing Association, she played a key role in the development of the organization's Electronic Retailing Self-Regulation Program (ERSP), a self-regulatory mechanism for resolving inquiries regarding the truthfulness and accuracy of direct response advertising claims.

E-Mail and Telemarketing: An expert in direct mail, telemarketing and anti-spam law, Ms. Goldstein has represented many of this sector's leaders in connection with state and federal legal compliance matters and complex multistate regulatory investigations.

Branded Entertainment: Ms. Goldstein has earned a national reputation in the emerging area of branded entertainment as a result of her regular counseling of clients regarding the  structuring, negotiation and drafting of agreements for the integration of brands into film, television, music and video game properties.


Michael Zorn, Senior Vice President of Associate and Labor Relations joined Macy’s Inc. in May 2001. Mike leads the Associate Relations, Labor, Internal Communication and Associate Engagement teams of Macy’s Inc.  Mike spent twenty years prior at the Company’s Macy’s West division in San Francisco, starting as an operations executive and ultimately becoming Group Vice President of Human Resources.  He is a graduate of California State University, Sacramento, with a major in Political Economics and Communication.  He received his law degree from the Lincoln University of Sacramento and has been a member of the California bar since 1983.  Mike is a graduate of the Leadership Cincinnati program, is the past Chair of the YMCA of Greater Cincinnati, is a consultant for the Cincinnati SCORE program, and sits on the HRPA Labor Board, and the NRF employment and labor committee.

Specialties include, labor management,  change management, branding, internal marketing strategy, internal employee branding, employee engagement, organizational effectiveness, coaching, human resources, process mapping and redesign, organizational development strategy, organizational design, facilitation, performance management, employee retention strategy, merger integration, acquisitions, transformation, and reorganizations. Mike is also a ACTP certified Executive Coach with the International Coaching Federation.