Ambrose, Mills & Lazarow

Jonathan Lazarow?is quoted in an article in?Progressive Grocer?titled “2nd Foxtrot Reopens in Chicago.” The article discusses the return of the upscale urban market and café five months after it suddenly closed all its stores and filed for bankruptcy. ? Following the dissolution of its short-lived parent company, Outfox Hospitality,?Foxtrot?is back in the hands of its founder and chairman, who plans to re-open additional sites in the coming weeks and months. ? "Foxtrot’s return reflects what makes America special, our ability to give and support a second chance,” says Lazarow. ? “Foxtrot was a unique retail concept that leveraged the best of specialty retail. It made mistakes and maybe was a bit too ambitious. Its return demonstrates an understanding of what went wrong. Who knows if Foxtrot 2.0 will soar, but the company seems to be following a playbook that plays to its strengths and will open doors slowly and as they are earned. I look forward to seeing how this plays out." ? Read the full article here: https://lnkd.in/gZ-95x8k ? #Foxtrot?#FoxtrotMarket #Retail #Corporate #M&A #PrivateEquity #VentureCapital

Jonathan Lazarow?is quoted in an article in?WWD?titled “Fashion Law Is Changing, and It Starts With Tapestry vs. the FTC.” The article discusses how the outcome of the FTC’s challenge to?Tapestry?Inc.’s $8.5 billion deal to buy?Capri Holdings Limited?should set precedent, and it won’t be the last case to do so. ? The article states that with Tapestry-Capri, the FTC has taken a novel approach, going after not fashion, or even accessories, but the much more narrow category of affordable luxury handbags. The outcome of the case could rewrite the rules in fashion dealmaking. ? “How far can we really go?” Lazarow asks in examining what’s at stake in the case. “What do we have to do in industry consolidation? Does that ‘roll up’ strategy of consolidating the market really work? Or is the?FTC?going to continue to step in and say, ‘Sorry, guys, that’s a problem.’ That might affect private equity strategies. For some of these larger players, like these larger strategic companies, it might define or dictate long-term business strategy.” ? The full article can be at: https://lnkd.in/gyfwAFyZ ? #MergersandAcquisitions #MandA #Mergers #CorporateDeals #FTC #Tapestry #Capri #Retail #LuxuryBrands

The brothers Erik and Pete Nordstrom have made good on their promise to attempt to make their family business, Nordstrom, into a privately held business. The #Nordstrom family’s intentions have been known for months, since the first reports of their desire came out in March and through multiple reports on potential acquisition partners like Sycamore Partners. On Wednesday, Nordstrom, the company, put out a statement confirming receipt of the proposal from the Nordstrom brothers and El Puerto de Liverpool and that a special committee had been formed within the company to consider the proposal. No further statements regarding the proposed deal would be given until a decision is reached, the statement said. In this piece by Danny Parisi, we speak to Jonathan Lazarow, and Juan Pellerano-Rendón of Swap.

The Food Institute?featured?Jonathan Lazarow, co-chair of AML’s Corporate Group, in a FI Spotlight Video on?Foxtrot?Market, the specialty grocer and café chain that suddenly closed all 33 stores in April, and then filed for Chapter 7 bankruptcy several weeks later. ? During the podcast, Jonathan and host Susan Choi?discuss what went wrong behind the scenes that led to the closure of the popular chain and the potential for a reopening of the markets in some of its locations. ? Jonathan suggests the market’s brand needed better focus. ? “One of the things that became clear to me … I think Foxtrot didn’t really know what it wanted to be. Did it want to be a CPG brand? Did it want to be a food business selling prepared food? Did it want to be a Millennial or Gen Z-focused small format convenience store? It was really all over the place and couldn’t focus.” Watch the full interview at The Food Institute: https://lnkd.in/gxXSC3Ke #Foxtrot #FoxtrotMarket #Retail #Corporate #M&A #PrivateEquity #VentureCapital

Jonathan Lazarow, co-chair of AML’s Corporate Group, is quoted in a?Bloomberg Law?article titled “Corporate Attorneys Brace for Impact of New Delaware Board Law.” The article discusses the impact of Delaware’s new corporate law amendments, which permit companies to use private contracts to grant stockholders the types of control that previously required a charter provision or a special class of stock. ? Lazarow questions whether private equity firms will be more aggressive as buyers in M&A transactions and write up agreements under the new law that give them a controlling vote on every issue that comes before the board. “And I’d be interested to see if sellers push back on some of these agreements—if it makes it harder to get a deal done,” he says. ? Lazarow says that typically, a firm’s goal in any deal is closing, then parlaying that success into multiple deals down the line. He adds that just because an agreement is legal doesn’t always mean it’s the best way to return capital to investors. ? “We could spend all day long talking about whether the statute provides security—and it does, it gives some certainty that we know how the courts are going to rule—but in private equity and venture capital transactions, it doesn’t matter. It’s your reputation that matters. If you get a reputation for putting a deal together that’s not friendly, or makes it hard, it’s harder for you to get deal numbers two, three, and four.” ? The full article can be read here:?https://lnkd.in/g3xUEfjm ? #Delaware #ChanceryCourt #Corporate #M&A #PrivateEquity #VentureCapital

Jonathan Lazarow, co-chair of AML’s Corporate Group, is quoted in an article in?WWD?titled “How the FTC Could Complicate the Saks-Neiman’s Merger.”?The article discusses the $2.65 billion deal to combine luxury department stores?Saks Fifth Avenue?and?Neiman Marcus Group. ? The deal will need regulatory approval and the Federal Trade Commission has been closely scrutinizing mergers involving fashion and retail. Tapestry is fighting to keep alive its $8.5 billion acquisition of Capri Holdings, and earlier this year, the FTC sued to block Kroger’s $24.6 billion acquisition of rival grocer Albertsons. ? Lazarow tells WWD that he does worry that regulators will look at the Saks-Neiman’s deal through the same lens. ? “You might say, ‘They’re savvy consumers, they’re rich,’ but who’s going to get hurt is the smaller emerging brands,” Lazarow says. “Do they have monopoly-like powers? Are they able to define the market? I think [the FTC is] going to come back and say, ‘Yes.’ To me, this is a significant issue that needs to be addressed and I don’t know how they’re going to do it. There’s only so many designers out there.” ? The full article can be read at: https://lnkd.in/da-QAnk3 #Corporate #M&A #LuxuryBrands #Retail #Saks5thAvenue #NeimanMarcus #FTC

Jonathan Lazarow,?co-chair of AML’s Corporate Group, is quoted in an article in?WWD?titled “The Brand Collectors: How IP Managers Are Taking Over Fashion.” ? The article takes an in-depth look at?Authentic Brands Group,?WHP Global,?and?Marquee Brands, three “IP ninjas” that have “reshaped the fashion landscape.” The brand management companies have made a fortune buying well-known brands and building them out with an approach that is heavy on licensing partnerships and light on operating costs. Combined, the three management firms reportedly generate retail sales of nearly $45 billion. ? Lazarow, described in the article as a “deal-savvy attorney,” says that brand management companies in America are “monetizing the assets, and that in of itself is uniquely American.” ? He adds: “Traditional private equity investors have looked at retail and said, ‘OK, whatever worked 20 years ago doesn’t work today. Whatever worked pre-pandemic doesn’t work today.’ So this idea that we acquire a brand and then IPO it or sell it upstream to a strategic, that’s just not working. ? “These other brand management companies have really changed dynamics. It’s changing the way we view deals. It’s changing the way we go to market, and it’s changing the way that we value what matters.” ? The full article can be read at: https://lnkd.in/gTJVvzrB #LuxuryBrands #Retail #BrandManagement #AuthenticBrandsGroup #WHPGlobal #MarqueeBrands #Corporate #M&A #IP #Licensing

Corporate Group co-chair?Jonathan Lazarow?is quoted throughout an article in?1851 Franchise?titled “3 Tips for Negotiating a Winning Brand Purchase.” The article, published on June 17, offers advice to potential franchisors on how to best negotiate a brand purchase. Jonathan, who is the sole source in the article, says it’s important to create an authentic brand narrative. He also says that potential franchisors need to rigorously adhere to exceptional operations and plan for the end from the start. Jonathan says that while many good brands come up naturally to fill a gap in the marketplace, the ones that trade for exceptional valuations were built to maximize an exit. ? The full article can be read here: https://lnkd.in/gyWiSAdg ? #Brand #Franchise #Corporate #Merger #CorporateExit #M&A

Jonathan Lazarow, co-chair of AML’s Corporate Group, is quoted in an article in the?Chicago Sun-Times?titled “Foxtrot Founder Says Some Chicago Stores Could Reopen This Summer.”?The article, published June 5, discusses the planned reopening of about a dozen of the specialty grocery stores and cafés. On April 23, Foxtrot abruptly closed all 33 locations in Chicago, Austin, Dallas and Washington, D.C. For its revival, Foxtrot’s founder, Mike LaVitola, wants to only focus on Chicago and Texas. ? Lazarow tells the Sun Times that being smart about locations will be key to Foxtrot’s return to market. He says that a merger like Foxtrot’s is expensive — and that’s on top of operating in high-rent neighborhoods where profit margins tend to be tight. ? “I think what (LaVitola) was able to do is to hope that by reopening the business, by getting back to the market, he could refine his vision and understand what he did wrong, and then focus on the core competencies that he thought made it special. Foxtrot was an outlet where emerging and new brands could actually get into the door.” ? Lazarow adds that with a lot of investors and money on the sidelines in retail right now, he thinks Foxtrot 2.0 needs to focus on its?story,?whether it is the reason for the brand or the unique business model,?to be more successful than its predecessor. ? “They’re going to need to think about what the messaging is and being attractive growth opportunity-wise to [investors]. I think Foxtrot has an opportunity — they have some great stories to tell. I think they can earn back trust with the consumer.” ? The full article can be read at: https://lnkd.in/gcRC7JMF ? #FoxtrotMarket #DomsKitchen #Grocer #Retail #Merger #Corporate

Jonathan Lazarow, co-chair of AML’s Corporate Group, is quoted in an article in Fashionista?titled “What Can Fashion Brands Do to Protect Themselves in the Secondhand Market?” The article, published May 28, discusses the impact of Chanel’s jury trial victory in a six-year-long trademark infringement lawsuit against luxury resale boutique What Goes Around Comes Around (WGACA). The French luxury house claimed that WGACA infringed on its trademarks and confused customers through false advertising and false association. ? Lazarow, who has a strong background in the retail and luxury market, says one of the many interesting aspects of this dispute is that it went to a jury at all as opposed to a settlement out of court. ? “Chanel decided they’d rather have something out there in the legal system. I can’t understate, as an attorney, how important that is.” ? The full article can be read at: https://lnkd.in/gfbyG_Zz #LuxuryBrands #Chanel #Retail #FalseAdvertising #Trademarks #TrademarkInfringement #ResaleMarket #Corporate