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Don’t Let the Holidays Turn Into a Legal Hangover: 5 Things Emerging Brands Should Tackle Now
By Yashreeka Huq, Partner, Ashurst Perkins Coie
The holiday season is a time for celebration, but for emerging brands, it can also be a season of costly legal oversights. Before you pop the champagne, make sure these five legal essentials are in order, so your new year starts with momentum, not a mess.
Planning to raise venture capital? Form a Delaware C Corporation. If you’re running a services business with no plans for VC investment, an LLC or S Corp may make more sense. Whatever you choose, qualify your company as a “foreign corporation” in every state where you have an office or employees and don’t pick a formation state at random.
Make a clean break from any prior employer and ensure all pre-incorporation IP is assigned to the company. Everyone who contributes (founders, employees, consultants, and advisors alike) should sign agreements assigning their IP to the business. Then file your trademarks and patents. Don’t wait until January to protect what you built this year.
Keep clear records of every share issued: stock purchase agreements, payment confirmations, and board consents. If your shares vest, file an 83(b) election with the IRS within 30 days of the grant. Missing that deadline is a gift you don’t want to give yourself. Clean up any “promised” equity before investors start asking questions.
Have every employee sign an offer letter and a confidentiality and invention assignment agreement. And never assume a 1099 contractor doesn’t need a contract. Proper classification and documentation matter.
Organize your corporate records now so diligence goes smoothly later. Build relationships with investors before you need funding, and focus on the partner, not just the firm, who brings domain expertise and relationships beyond the check.
Tackle these five items before the year winds down, and you’ll raise a glass to a legally sound start to the new year. Learn more about how to keep your holiday plans merry and your legal issues manageable by subscribing to Ashurst Perkins Coie’s Wrapping Paper series (link here).
Ashurst Perkins Coie is a proud sponsor of the Consensus Great Brands Show. With more than 500 retail and consumer products clients and a Chambers USA Band 1 ranking for Retail for 20 consecutive years, the Ashurst Perkins Coie team delivers practical, industry-focused counsel across every stage of the business lifecycle.
Apparel & Footwear
Roots Obtains Court Approval for its Acquisition by Marquee Brands
Roots Corp. received final court approval for its acquisition by Marquee Brands, which is partnering with JM&A Design and Development. Marquee will pay C$4.10 (US$2.98) in cash per share, for a purchase price of C$160.7 million (US$117 million), taking the Toronto Stock Exchange-listed company private. 99.7 percent of shareholders voted in favor, and Canada’s Interim Commissioner of Competition issued a no-action letter. The deal is expected to close in October, subject to customary closing conditions.
Alo Yoga to Open Massive Distribution Center in Mississippi
Alo Yoga announced plans to open a 1.2-million-square-foot distribution and fulfillment center in Southaven, Mississippi, representing a corporate investment of nearly $176 million. The Los Angeles-based activewear company operates around 170 stores globally, including about 100 in the U.S. The facility will create more than 400 jobs in DeSoto County, with the option to add returns processing, and is expected to be operational in 2027.
Cosmetics & Pharmacy
Galderma bulks up dermatology portfolio with $1.5B acquisition of Zo Skin Health
Cetaphil maker Galderma has agreed to acquire professional skincare shop Zo Skin Health for $1.5 billion, expanding its presence in dermatology. The all-cash transaction is designed to bolster Galderma’s footprint in the medical-grade skincare market, complementing its Alastin brand of peptide-based regenerative offerings with Zo’s multi-step, retinol- and acid-based regimens. While Alastin is used around surgery, Zo’s products focus on daily care. The deal comes with a portfolio of more than 40 products and approximately $330 million in revenue over a 12-month period by June 2026. Zo sells through a network of more than 16,500 accounts of doctors, medical spas and online, and its portfolio is manufactured in the U.S.
Gauge Capital Acquires Saltyface, Its Third Sunless Tanning Brand
Gauge Capital has acquired Saltyface, a premium, clean sunless tanning brand whose skincare-forward formulations fit snugly into the skinification of the sunless tanning category. The acquisition is the middle-market private equity firm’s third sunless tanning deal in a little over three years. Saltyface joins Coco & Eve and Loving Tan in Soleil Collective, Gauge’s stable of high-growth brands specializing in sunless tan, sun care and body care. Priced from $22 to $59, Saltyface’s products are sold through its own direct-to-consumer business, Amazon and select retailers including Credo Beauty, Erewhon, Happier Grocery and Revolve.
Cocofloss Maker Cocolab Lands New CEO And VMG Investment
Cocolab, the company behind cult-favorite Cocofloss, is handing the management reins from its dentist co-founder to a seasoned consumer executive as it sets out to become a much bigger oral care business. The appointment of Gayle Tait as CEO follows Cocolab’s Series A round led by VMG Partners. Taken together, the investment and leadership change mark a significant step for Cocolab as it looks to accelerate growth beyond the rabid fan base it built around Cocofloss. VMG’s investment in Cocolab and Tait’s appointment as CEO come as oral care has been transforming from a staid drugstore staple dominated by conglomerates into a bonafide wellness subcategory that demands its own daily ritualization and a magnet for premium, better-for-you brands.
Discounters & Department Stores
Discounters, Off-Price and Dollar Stores Poised to Win as Moody’s Upgrades Retail Outlook
Moody’s Ratings raised its outlook for the global retail and apparel sector to stable from negative, citing easing tariff costs, steady labor markets and solid household finances. It now projects sector revenue growth of 2% to 4% and adjusted EBIT growth of 0% to 2% over the next 12 to 18 months. Moody’s expects spending to be resilient but increasingly split by income, with off-price chains and dollar stores such as TJX, Ross and Dollar General benefiting as stretched shoppers seek value. It added that Walmart and Target can reinvest roughly $4 billion in combined tariff refunds into pricing, though energy costs and trade tensions with Mexico and Canada remain risks.
Ollie’s Bargain Outlet Holdings, Inc. Announces $500 Million Share Repurchase Authorization
Ollie’s Bargain Outlet’s board unanimously approved an additional $500 million share repurchase authorization. Combined with its existing program, that gives the off-price retailer roughly $561 million of total buyback capacity. CEO Eric van der Valk said the move reflects confidence in the company’s long-term growth and cash generation. He added that new stores and growth infrastructure remain the top priorities before excess capital is returned to shareholders.
Ross Opens 51 New Stores Following Strong Q2
Ross Stores opened 41 Ross Dress for Less stores and 10 DD’s Discounts stores across 17 states in September and October. That completes its plan to add 115 locations this fiscal year, including its first stores in Massachusetts. The off-price retailer now operates 2,377 stores across 45 states, the District of Columbia, Guam and Puerto Rico, and says it has room to eventually reach 2,900 Ross Dress for Less and 700 DD’s Discounts locations. The expansion follows a strong second quarter in which comparable sales rose 10%, total sales grew 13% to $6.3 billion and net earnings jumped 68% to $851.3 million.
Emerging Consumer Companies
Crisp & Green to acquire Mad Greens, Snappy Salads
The Mad Greens and Snappy Salads brands will soon have a new owner. Crisp & Green, the fast-casual salad concept based in Minneapolis, has agreed to acquire 33 Mad Greens and Snappy Salad locations from the Coors family’s Salad Collective. Terms were not disclosed. But the Mad Greens and Snappy Salad units will be converted to Crisp & Green, the company said. The Coors family will remain a strategic minority partner. With the acquisition and previously scheduled restaurant openings, Crisp & Green will operate and franchise 100 locations by the end of the year, a decade after the group opened its first restaurant in Minnesota.
EZ Bombs, seasoning brand, raises $25 million
EZ Bombs, the creator of the seasoning bomb category, announced a $25 million Series A led by CAVU Consumer Partners. Pairing a genuinely new product with breakout momentum on social media, EZ Bombs has scaled from zero retail doors at the beginning of 2025 to more than 8,000 retail locations. The company makes shelf-stable seasoning bombs that combine the chiles, spices and aromatics used in Mexican and Hispanic dishes, including Birria and Pozole. This innovative, incredibly convenient product simply dissolves in a pot, creating an easy, flavorful meal for the whole family while inventing an entirely new format in Mexican cooking.
Food & Beverage
MadeGood granola owner reaches unicorn status after deal
Riverside Natural Foods, the Canadian owner of MadeGood granola bars and bites, has achieved unicorn status through a recent deal. Prelude Growth Partners agreed to sell its minority stake in Riverside back to the Fotovat family, which launched the company 13 years ago. While financial terms weren’t disclosed, the deal makes Riverside a unicorn, according to a company insider. Prelude, a growth-equity investor that took the stake four years ago, is exiting after helping MadeGood’s healthy snacks become ubiquitous throughout the United States. The family-friendly brand’s granola bars and granola bites are now available in every U.S. state at 35,000 stores, including Costco Wholesale Corp., Walmart Inc. and Target Corp.
Hardywood and Starr Hill Join Forces in Landmark Deal
Hardywood Park Craft Brewery and Starr Hill Brewery announced that they have closed a deal that brings together two of Virginia’s pioneering independent brewers while preserving the unique brands, people, and brewing traditions that have defined each company for decades. Building upon the success of an operational partnership established in 2025, the transaction cements the partnership between Hardywood and Starr Hill, the #1 and #2 Virginia craft brewers by volume, respectively. By formally joining forces, the award-winning brewers can double down on their commitment to world class quality, leveraging state-of-the-art production capabilities at Hardywood West Creek and decades of food science expertise.
Grocery & Restaurants
So much for that idea: Starbucks says it is not buying Chipotle
An unrealistic restaurant chain acquisition proved to be just that: unrealistic. Starbucks officially laid to rest the idea that it would buy Chipotle when a spokesperson said, bluntly, I can confirm for you we are not buying Chipotle. The comment is in reference to a report in the publication Financial Times that Starbucks was talking with advisors on a potential massive acquisition of the fast-casual burrito chain. It is a more direct comment following the coffee shop giant’s initial statement, which simply refused comment. The initial comment did little to slow down talk that the coffee shop chain would buy the fast-casual burrito brand, which Brian Niccol helmed before he was hired as Starbucks CEO two years ago. But Starbucks has now opted for the more direct denial. Such a deal was widely considered unlikely, at best, by Wall Street analysts. While many analysts saw some potential in Niccol returning to Chipotle, which he helped turn around after his arrival there in 2018, it was difficult to see the real benefit for Starbucks.
KFC to switch to Coca-Cola beverages in U.S. restaurants for the first time in decades
KFC’s U.S. restaurants will ditch PepsiCo and switch to Coca-Cola beverages next year, marking the first time in decades that the Yum Brands chain has changed its drink supplier, the restaurant company said. Some of KFC’s international markets serve Coke products, but the chain’s U.S. restaurants have stuck with PepsiCo drinks ever since Pepsi bought KFC in 1986. At the time of the acquisition, KFC was Coke’s second-largest fountain account, trailing only McDonald’s. Pepsi later spun off KFC, along with sister chains Pizza Hut and Taco Bell — but even as the combined Yum Brands, the company stayed loyal to its previous owner. The change comes as KFC aims to win back U.S. diners, who have ditched the fried chicken chain for rivals such as Chick-fil-A or Popeyes.
MTY Group, which made a name buying brands, may sell some
MTY Group has spent its history buying up brands, and in the process built up a portfolio of more than 80 brands, including notable U.S. concepts such as Papa Murphy’s, Cold Stone Creamery, and Wetzel’s Pretzels. Yet the company now appears set to start selling some of these brands off. The Montreal-based brand operator said that it may offload some of its weaker-performing chains to optimize its portfolio of brands. The goal here is not to sell the crown jewels, for sure, Eric Lefebvre, MTY’s CEO, told analysts. Lefebvre said that every brand will be evaluated for its potential and for the plan we have to make it grow. That will likely include the company’s underperforming brands. But it also could include brands where we don’t have plans or we can’t come up with value creation. The announcement came as the Montreal-based company said that it had opted not to sell itself, after running a months-long strategic review process.
Recipe Unlimited to acquire Greece-based restaurant operator Evergood
Recipe Unlimited, Canada’s largest full-service restaurant company, has signed a definitive agreement to acquire 100% of Evergood, the food services arm of Greece’s Vivartia Holding. Terms were not disclosed, and closing is subject to regulatory approvals and customary conditions. Evergood operates more than 575 restaurants across five brands in Greece and surrounding regional markets, including Goody’s, Everest, Flocafe, La Pasteria and Jackaroo. Recipe runs more than 1,100 restaurants in Canada, with a growing presence in the U.S. and the Middle East. CEO Frank Hennessey said Evergood’s market position and management team make it an ideal platform for international expansion in Greece and beyond. Greek press reports link Recipe to Fairfax Financial, which took the company private in 2022, and identify CVC as Vivartia’s owner.
Gen Restaurant Group sells 47 restaurants for $100M to Chubby Cattle Group
Gen Restaurant Group has signed a binding letter of intent to sell 47 of its Gen Korean BBQ restaurants to Chubby Cattle Group for $100 million. The sale will close in four phases over 12 months, with Chubby funding conversions and buildouts with its own capital and Gen keeping operating profits until each location is taken over. Gen had at least 54 locations when it said earlier this year it was weighing a sale, and it had already sold Chubby a 51% stake in five locations through a joint venture. After the deal, Gen will refocus on its consumer packaged goods business and keep its brand, so the restaurants are likely to be rebranded, though neither company has said so. Gen said the sale will strengthen its balance sheet by cutting liabilities, including leases. Chubby is a multi-brand Asian restaurant group with about 70 locations across 25 brands. It reported $233 million in revenue last year and aims to reach 100 units this year.
Home & Road
Penske Automotive Group announced that it agreed to be taken private by an entity owned by Penske Corporation and Mitsui & Co. in a deal valuing the company at an enterprise value of approximately $16.3 billion. Shareholders other than the investor group will receive $212.00 per share in cash, an 8.84% premium to the prior closing price. Penske will own approximately 64% of the company and Mitsui 36% once the transaction closes. The deal is not subject to a financing condition and is expected to close in the first quarter of 2027, subject to regulatory approvals and shareholder votes.
American Home Furniture to begin liquidation
American Home Furniture & Mattress is beginning an orderly liquidation and will go out of business after 90 years. President and CEO Kenton Van Harten detailed the decision in a letter to the Albuquerque, N.M.-based retailer’s vendors, saying the company explored every avenue possible to continue but couldn’t find a suitable path forward. The retailer had filed for Chapter 11 bankruptcy protection in March. Van Harten noted that the industry as a whole has faced persistent headwinds with higher merchandise prices, driven partially by tariffs with elevated fuel and transportation costs, and wrote that these conditions, coupled with insufficient capital, ultimately proved more than the company could overcome. The company expects to sell through store and backstock inventory over the next four to six weeks and should be fully dissolved in about eight weeks.
Jewelry & Luxury
Movado to Sell Majority Stake in Ebel for $66.5M
Movado Group agreed to sell a 95% stake in Swiss luxury watch brand Ebel for $66.5 million to a group led by F.P. Journe that includes Chanel and former De Bethune CEO Pierre Jacques, who will run Ebel. Movado, which bought Ebel in 2004, will keep a 5% stake. CEO Efraim Grinberg said the sale lets the company focus fully on its accessible luxury and fashion watch and jewelry brands. For consumers, Movado is concentrating on the sub-$2,000 price points where it has seen steady U.S. demand, including from younger shoppers, while Ebel, whose watches mostly sell above $2,000 and top $9,000, moves to owners focused on the high end.
David Webb Owner Purchases Lugano Jewelry
Lugano Diamonds & Jewelry, which filed for Chapter 11 in November 2025, has been sold in a management-backed deal to Middle West Partners, which acquired David Webb in 2025, and a group of longtime Lugano clients. Terms were not disclosed, and the business is now called Lugano Jewelry, with interim CEO Josh Gaynor, formerly head of high jewelry at Bulgari North America, named permanent CEO. The new owners bought the assets from Gordon Brothers’ Enhanced Retail Funding, which had purchased them out of bankruptcy, while the legacy estate is being liquidated for creditors. For Lugano’s ultra-wealthy clientele, the deal brings continuity: its four stores in Newport Beach, Aspen, Ocala and Miami remain open, and pieces will still be handcrafted in California.
Richemont, Signet Reported in Talks to Join De Beers Bid
Signet Jewelers, owner of Kay, Zales and Jared, and Cartier parent Richemont are in advanced talks to join the Global Diamond Consortium, the preferred bidder to acquire De Beers from Anglo American, according to Bloomberg and Reuters. The consortium is led by former De Beers CEO Gareth Penny and is also negotiating to raise Botswana’s stake in De Beers to about 25%. Neither company’s investment is expected to be large. For U.S. shoppers, a stake held by the country’s largest jewelry retailer could mean stronger promotion of natural diamonds as the category competes with lab-grown stones.
Classic Solitaires Surge as Engagement Ring Shoppers Plan Earlier, Research More
A Jewelers Mutual survey of 2,000 recently engaged or married U.S. adults found solitaire settings now account for 37% of engagement rings, up from 22% in 2024, while white gold remains the most popular metal at 43%. Design and uniqueness still outrank price, stone size and brand. Shoppers are also researching earlier, with 38% starting at least three months ahead versus 13% two years earlier, and 22% of purchasers making the final choice jointly. For jewelers heading into proposal season, this points to longer, more collaborative sales and steady demand for timeless bridal styles.
Sporting Goods & Leisure
Xponential Fitness, Inc. Announces Adoption of Limited-Duration Stockholder Rights Plan
Xponential Fitness, a franchisor of boutique fitness brands including Club Pilates, YogaSix and Pure Barre, announced that its board adopted a limited-duration stockholder rights plan in response to a recent significant accumulation of company equity interests. The company’s review of strategic alternatives remains ongoing, led by the independent directors. The rights become exercisable if a person or group acquires beneficial ownership of 19.9% or more of the Class A shares, with derivative positions counted toward the threshold. Existing holders above the threshold are grandfathered but cannot add to their position, and the plan expires in October 2027.
Pickleball Facility Franchisor The Picklr Files for Bankruptcy Protection
The Picklr, a national indoor pickleball facility franchisor, filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the Northern District of Texas, carrying approximately $19 million in total liabilities. The company reported a net loss of $4.4 million on $10.3 million in revenue in 2025, after a $59 million valuation in a 2024 funding round. It had scaled to over 70 domestic locations across 29 states, and its parent acted as guarantor on roughly 40 early franchisee leases that it plans to renegotiate through Chapter 11. An investor group led by franchisee Tom Neale, Dynamus Alliance, committed $4.8 million in debtor-in-possession financing to sponsor the reorganization plan.
Nike’s Debt Ratings Outlook Cut to Negative by Moody’s
Moody’s Ratings changed its outlook on Nike’s debt ratings to negative from stable, citing a longer than anticipated turnaround. Moody’s expects revenue and earnings to decline through the fiscal year ending May 2027 and into fiscal 2028 as challenges in sportswear and Greater China persist, keeping adjusted debt/EBITDA above 2x. It affirmed Nike’s A2 senior unsecured rating, and S&P Global Ratings had earlier downgraded Nike’s long-term issuer credit rating to A from A+. Greater China revenue fell 26 percent in the first quarter of fiscal 2027, and Nike’s PACE transformation targets cumulative savings of $2.5 billion through fiscal 2031, mostly in fiscal 2029 to 2031.
Dick’s SG to Slash Seasonal Hires this Holiday Season
Dick’s Sporting Goods announced that it plans to hire over 11,000 seasonal employees for the 2026 holiday season, down from over 14,000 planned last year. Hiring at the Dick’s legacy business is expected to total approximately 8,400, down about 12.5 percent from 9,600, while the Foot Locker business plans approximately 2,900 hires, down 38.9 percent from approximately 4,750. Foot Locker’s North American store base shrank to 1,531 at the close of the second quarter from 1,610 at the start of the year, including WSS, which fell to 99 stores from 143. The Dick’s legacy business ended the quarter with 892 stores, up from 888.
Technology & Internet
Apple’s $1,999 iPhone Duo puts the company’s status-symbol power to the test
Apple’s iPhone Duo, its most expensive iPhone ever, went up for preorder, with launch-day pickup inventory selling out and some online delivery estimates already slipping into late January. The company said in a statement that the preorder demand was nothing short of extraordinary. “We are working hard to get this revolutionary new product into customers’ hands as quickly as possible, and we will continue accepting orders online,” Apple said. Apple’s first foldable phone starts at $1,999 and passes $3,000 at the 2TB storage tier. It is the biggest change to the physical design of the iPhone in years and establishes an entirely new price point above the Pro and Pro Max. The early rush offers a first glimpse at the demand behind Apple’s bet: Whether a dramatic new design can persuade customers to spend more and push the iPhone even further as a status symbol.
Tesla unveils long-delayed Roadster developed with SpaceX, fueling merger speculation
Tesla showed off its long-delayed next-generation Roadster, almost a decade after Elon Musk’s company started taking deposits for the electric sports car. The event was livestreamed from a SpaceX test site in McGregor, Texas. “You’re going to see some crazy stuff tonight,” Musk said. “You’re going to see the results of what happens when you have a collaboration with the world’s best car company and the world’s best rocket company.” Tesla’s original Roadster, designed and engineered by a team led by founding CEO Martin Eberhard, was based on a Lotus Elise chassis and was first delivered in 2008, selling for roughly $100,000 in small volumes until 2012. The next-generation Roadster is expected to be a high-end, low-volume model that relies on SpaceX technology to enable it to hover. Musk said the next-generation Roadster would enter production in 2028. The price wasn’t announced, and the company didn’t disclose specifications about other performance-level variants of the new Roadster. It was unclear whether the vehicle would be street-legal, with Musk saying on stage that this is not necessarily a safety-optimized car. The Roadster unveiling has added to speculation of a possible merger between Tesla and SpaceX.
Finance & Economy
Consumer prices rose 3.7% annually in September as gas prices skyrocket
The Bureau of Labor Statistics reported that consumer prices rose 0.6% in September, pushing the annual inflation rate to 3.7% from 3.4% in August and above the 3.6% economists expected. Gasoline jumped 9.1% for the month and accounted for roughly half of the increase. Core CPI, which strips out food and energy, rose 0.3% for the month and 2.6% from a year earlier, up from 2.4% in August. Shelter prices rose 0.4% while food prices were flat, and core goods prices rose at their fastest pace since January 2025, with toy prices posting a record 4.2% monthly gain. Moody’s chief economist Mark Zandi said the report supports the case for further Fed rate hikes, and markets expect the next increase in December. For households, higher gas bills are now spreading into everyday goods, leaving less room in budgets heading into the holiday shopping season.
Retail Sales up 0.8% in September, but a Big Chunk of Spending Went to Paying Gasoline Bills
Retail sales rose 0.8% in September after a revised 1.3% gain in August, well above the 0.3% economists expected, the Commerce Department said. Excluding gas stations, sales rose just 0.2%. Furniture and home furnishings stores gained 1.3%, electronics and appliance stores 0.6% and online retailers 0.3%, while clothing stores were unchanged. Restaurants, the one services category in the report, rose 1.1%. Oxford Economics’ Michael Pearce said the headline jump was almost entirely due to higher gasoline prices. He noted that consumer spending is still on track for a 3.3% annualized gain in the third quarter, but expects it to lose momentum heading into the holiday season as higher prices weigh more heavily on consumers. BDO’s Natalie Kotlyar cautioned against reading the report as a sign of broad consumer strength. For shoppers, more of each paycheck is going to the pump and less to everything else.
Freddie Mac: The 30-year mortgage rate holds at 7.40%
The average 30-year fixed mortgage rate held at 7.40%, according to Freddie Mac, ending seven straight weekly increases. That is the highest level since late 2023, up from 6.27% a year ago and from a low of 5.98% in late February. The 15-year fixed rate eased to 6.71% from 6.73%. As rates have climbed, more buyers are turning to adjustable-rate mortgages, which made up 10.5% of mortgage applications, the highest share in a year, according to the Mortgage Bankers Association. Fannie Mae expects the 30-year rate to average 7.4% in the fourth quarter and 7.5% in 2027. For buyers, a pause is not relief: the monthly payment on the same home remains far higher than a year ago, and forecasters see no near-term drop.
US jobless claims edge up to 199,000 in latest week
Initial claims for unemployment benefits rose by 1,000 to 199,000 in the latest week, the fifth straight week below 200,000, the Labor Department reported. The four-week average was 198,500, and continuing claims fell by 4,000 to 1.710 million. The Fed’s Beige Book said labor market conditions showed little change from late August to early October. Economists describe a low-hire, low-fire market in which layoffs are rare but hiring is soft, a pattern consistent with September’s weak 29,000 job gain. For households, that means layoffs are rare and job security is supporting spending, but workers who do lose a job may take longer to land a new one.
