Agriculture

Vorys understands your operation is not just about the commodities markets, yields and the bottom line.  It is your livelihood, your family and your passion.  Our deep knowledge in the agricultural industry has allowed us to know the agriculture business, industry, science and economics, and to help agricultural operations grow and succeed.

Who We Represent

Our team provides full legal services to assist our agriculture clients with varying needs such as planning, real estate, taxation and litigation.  We understand the complexities intertwined in agriculture and the law.

To deliver the highest quality of service, we assist clients on a spectrum of agriculture issues including the first steps of acquiring a farm or setting up an agriculture operation or financing and real estate during the growth stage of your farm.  Vorys also facilitates in ensuring contracts meet your expectations and protecting farmers from government abuse of power, and maintaining your operation by protecting intellectual property rights.

Preparation

Entity Selection and General Corporate

How you set up your farm or agriculture operation can have a lasting impact on how you do business.  We will help you in all stages of the life cycle, from selecting and structuring an appropriate entity, to raising capital to support the entity’s growth, to executing a successful exit strategy or transfer of control to the next generation of the family owners.  Read more here.

Environmental Compliance

Environmental regulations from at the federal and state level have a lasting impact on agricultural operations.  Our team can provide help with issues around the Clean Air Act, the Clean Water Act, underground storage tanks, the handling of solid and hazardous waste or compliance pesticide and herbicide regulations.  Read more here.

Estate Planning and Succession Planning

Ensuring that your agricultural operation is ready for the next generation is critical.  Vorys provides a full range of estate planning services designed to meet your personal, economic and tax planning goals.  Our basic estate planning services include preparing wills, revocable trusts, financial powers of attorney, health care powers of attorney and living wills.  Our lawyers also have experience in succession planning for owners of farms and agricultural operations, including inter-generational strategies to transfer wealth and control.  Read more here. 

Grow

Financing

Agriculture is big business, whether a family farm or an agricultural services provider, operations require significant cash flow to maintain and grow.  We negotiate, prepare and review numerous forms of loan and financing documentation, including credit facilities for working capital, long-term and acquisition purposes.  We also advise our corporate clients in all types of real estate financing and leasing as well as equipment leasing.  Read more here.

Economic & Tax Incentives

Local, state and federal economic development incentives can assist agricultural operations in expanding and even help funding new construction projects.  Vorys is at the forefront of the new Qualified Opportunity Zone (QOZ) program, a part of federal tax reform, which ultimately may provide agricultural producers to take advantage of a new potential source of capital for their businesses and real estate developments located in QOZs.  Read more here. 

Real Estate

Real estate is critical to most farmers and agricultural producers and Vorys has deep experience assisting clients with countless real estate projects, such as financing, acquisition, sales, zoning, land use, construction, development and leasing.  We also assist our agriculture clients with property management agreements, title issues and issues surrounding jointly-owned farm property.  We advise clients on farm property designated as “agricultural district,” including the reasons for and against designating farmland as an agricultural district and discussing the risks and penalties for taking property out of agricultural district designation.  We assist agricultural clients with real estate transactions involving state grants, such as the Clean Ohio Fund.  Read more here. 

Harvest

Contracts & Commercial Agreements

In the agriculture world, products and services are produced, bought, sold, leased, licensed, delivered and inspected on a daily basis.  All of these transactions involve some form of contract between the parties to the transactions.  We help you ensure your contracts meet your expectations, maximize efficiency, minimize cost, appropriately address and allocate risk.  Our lawyers learn your businesses, expectations and desired outcomes.  Our team then strategizes with you on methods to achieve the most advantageous contract terms and help complete the contracting process so that you and other contracting parties have a clear understanding of their rights and obligations.  We can provide you with contract counsel on the entire realm of contracts, including those related to government subsidies and set-aside programs.

Eminent Domain

Vorys has significant experience representing farmers in cases all over the state when the government uses its power to take farmland through eminent domain related to road projects, flooding, pipelines and utility easements.  Our team understands the tactics of governments at municipal, county, state and federal levels and knows exactly what to expect.  Read more here. 

Taxation

Whether you are dealing with the tax treatment of real estate transfers, the valuation of your real property, public utility tax or business income tax, you can count on the lawyers at Vorys to protect your interests.  Our lawyers focus on working to identify and implement planning opportunities, to explain tax consequences, and to develop appropriate approaches to state and local tax issues.  When disputes arise, our team vigorously defends our clients in tax audits and seeks to develop creative approaches to resolving tax disputes.  Read more here. 

Maintenance

Labor & Employment

Agricultural operation owners and managers are the first line of defense against exposure to costly employment litigation.  We assist companies and managers in anticipating and preventing employee relations problems through education, training and counseling.  We also assist our agricultural clients in preparing and implementing personnel policies designed to minimize potential liability and establish best practices.  We also draft employment manuals, drug and alcohol testing policies, and other documents regulating the workplace.  We also provide training so that our clients’ supervisors and managers act in ways that comply with the law.  We help our clients to create, implement and amend employee benefit plans and we assist our clients in securing employment-based immigrant and nonimmigrant visas for their workforce.  Read more here. 

Intellectual Property

Vorys offers a full suite of intellectual property services that focus on the needs of farmers and agricultural operators.  From trademarking names and logos to assisting with patents related to processing, development, production and packaging, our team will guide you through the complex strategic planning, sensitive negotiations and other important details of intellectual property protection.  We also work with the creators of intellectual property to ensure that their efforts do not infringe the rights of others.  Read more here. 

Litigation 

Vorys has the experience to assist agricultural operators in every imaginable kind of dispute, whether it is related to business agreements, nuisance issues, ownership of abandoned railroad corridors, utility easements or licenses, adverse possession, personal injury, environmental, employment, construction water/flooding and other business/property disputes or losses.  Read more here. 

Appellate

Vorys regularly monitors agriculture-related litigation in appellate courts across the country to ensure that we, and our clients, are knowledgeable about important new developments in agriculture law.  In addition to successfully litigating appeals from our own cases, Vorys has filed amicus curiae (friend of the court) briefs on behalf of clients in state courts, including the Supreme Court of Ohio, and federal courts, including the Supreme Court of the United States, to ensure that the interests of our agriculture clients are fully considered and represented in key cases.  Read more here. 

Bankruptcy

Whether your operation, or your suppliers or customers, are facing financial difficulties, the Vorys bankruptcy team can assist.  We can provide agricultural operations with guidance on in-court and out-of-court debt restructurings, asset protection and recovery and debtor/creditor matters.  Read more here. 

Our work spans the nation, having consulted on incentive deals in more than 30 states, for organizations of all sizes.  Additionally, we offer strong experience in Ohio workers’ compensation, the Occupational Safety and Health Act (OSHA), the Americans with Disabilities Act (ADA), the Family and Medical Leave Act (FMLA) and all claims against employers related to the health and safety of employees.  Our experience with agriculture includes:

• Drafting an Amicus Brief for the Ohio Farm Bureau in support of farmers' rights and against punitive state eminent domain laws.  This brief, submitted for Knick v. Township of Scott, Pa., was the first time in its nearly 100 year history that the organization participated in a case before the Supreme Court of the United States.
• Representing family farm in bringing constitutional rights claims against Toledo for adopting the Lake Erie Bill of Rights and successfully obtaining an order invalidating Lake Erie Bill of Rights as violating the Due Process Clause of the United States Constitution.
• Representing property owners with apple orchard and Class III wetlands in sale of property to conservation group through Clean Ohio acquisition grant process.
• Advising large grain farmer on seven figure crop insurance claim.
• Representing an agribusiness in connection with its site selection and development of a 600-acre processing facility.  We’ve provided consultation and strategy relative to the site selection process; preparation of option agreements for multiple parcels of land with contingency for simultaneous options and closings, together with all supplementary activities relating to site selection, land acquisition and development; acquisition of options for properties comprising sites and coordination of all such options; preparation of system for evaluation and analysis of each site, including the creation of reference binders for each site relating to location, acreage, site-specific information, transportation, labor force, strategy relative to geographical aspects, local community facts and profiles; and participation in various site visits and negotiations with property owners, representatives of local political subdivisions, community improvement corporations, and port authority.
• Representing a farmer in an eminent domain case.  The Ohio Department of Natural Resources offered our client only $220,000.  We took the matter to a jury trial and won nearly six times what was originally offered.
• Representing a client whose farm was bisected by a limited-access highway constructed by ODOT.  Our team brought the issue to jury and awarded our client more than $625,000 above the State’s “good faith” offer.
  
• Representing a client whose corner frontage of their farm was taken in a Franklin County road-realignment project.  Vorys was able to negotiate a settlement on behalf of our client for more than $800,000 above Franklin County’s initial offer.
• Representing – for more than 80 years – an Ohio agricultural cooperative, which provides livestock marketing and other agricultural services to its members and others in numerous states.  Our work involves various contract matters, including livestock marketing agreements, acquisition and sale agreements and leases.  We also assist with financing transactions and address corporate issues unique to our client’s status as a cooperative.  In addition, we handle the cooperative’s employment, litigation and collection matters.
• Assisting an agriculture finance company in development forms of loan documents, complex loan transactions and the participation of its various loan products.
• Representing an agricultural commodities trader and several food processor/distributors in Ohio commercial activity tax (CAT) appeals that involve the CAT statute that sets forth how taxpayers are to situs their sales; before the Ohio Department of Taxation’s tax appeals division as well as the Ohio Board of Tax Appeals; in sales and use tax audit defense and planning with respect to their wholesale and retail food preparation and logistics operations; and real property tax valuation matters for food processing/storage facilities.
• Representing a large hog farm facility in Ohio on environmental issues including spray irrigation, manure spill and genetic testing program.
• Assisting multiple agricultural and food product clients with intellectual property matters, including international trademark portfolio management, litigation and disputes, licensing and counseling regarding a variety of trademark, copyright and branding matters.
• Service as lead defense counsel in multidistrict litigation (with claims originally asserted in California, Wisconsin, Kansas, Vermont and Florida, transferred to Idaho) involving claims under the Sherman Act and various state antitrust laws claiming that conduct by potato growers and our client (a processor) violated the antitrust laws by reducing the supply of raw potatoes.
• Assisting an organic farming operations in obtaining a J-1 visa for a Costa Rican to receive training in connection with U.S. organic farming practices.
• Representing multiple agricultural and food products companies in financings that involve the Perishable Agricultural Commodities Act and the Food Security Act of 1985.
• Assisting multiple clients with farm lease (cash rent) agreements.
• Restructuring of existing farm businesses, including advising clients on multiple real estate related issues such as title insurance, EPA and environmental conditions of the property, property management agreements, tax treatment and farm subsidy programs, and jointly owned farm property.
• Advising clients on farm property designated as “agricultural district,” including on the reasons for and against designating farm land as an agricultural district and advising on the risks and penalties for taking property out of agricultural district designation.
• Reviewing wind turbine and solar panel leases for landowners.
• Preparing leases to permit clients to use land owners’ property as a stockyard.
• Preparing agreements granting rights to cut timber and easements for ingress and egress of farm equipment.