#238 - Legal Ask-Me-Anything with Giannuzzi Lewendon

The Startup CPG Podcast

Startup CPG

Startup, Food, Business, Beverage, Cpg, Entrepreneurship

4.9 • 642 Ratings

🗓️ 3 March 2026

⏱️ 65 minutes

🔗️ Recording | iTunes | RSS

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Summary

In this episode of the Startup CPG Podcast, host Daniel Scharff reunites with attorneys Adam Marsh and Gabrielle McGonagle from Giannuzzi Lewendon—a top-tier CPG law firm working with over 3,000 brands—to tackle the most frequently asked legal questions from the 33,000+ member Startup CPG Slack community. From friends and family rounds to co-manufacturer agreements, distribution deals to exit readiness, Adam and Gabby bring a combined 25+ years of CPG legal experience to answer the real questions early-stage brands are asking.

Adam and Gabby break down the hidden complexity of raising money from people you know: why side deals with Uncle Vinnie can derail your Series A, why a term sheet matters even in a casual round, and how investor relations—yes, even with family—require consistent communication to preserve trust. The conversation digs deep into institutional fundraising prep, covering why building your data room early is one of the highest-leverage things a founder can do, and how to negotiate a term sheet that protects your board control and limits investor blocking rights before you ever get to the 50-page long-form documents.

Throughout the episode, Adam and Gabby share hard-earned lessons from the trenches: a six-figure IP ransom that nearly derailed an acquisition the week before close, a co-manufacturer whose product separated on shelf with no contractual out for the brand, and why sweat equity given to advisors and consultants can quietly balloon your cap table in ways that displease future investors. They explain how to vet distributor agreements (especially with DSDs), why specificity in your manufacturing specs is your best legal protection, and why thinking about your eventual exit should shape how you structure commercial contracts from day one.

Whether you're setting up your first entity, giving equity to an advisor, signing your first co-man agreement, or preparing for a transaction, this episode delivers honest, tactical guidance from attorneys who've made it their life's work to help CPG brands succeed.

Listen in as they discuss:

Friends and family rounds: why you need a term sheet, how side letters can wreck your Series A, and the importance of investor communication
Institutional fundraising: building your data room early, negotiating term sheets before long-form docs, and what founders should fight for (small board, limited blocking rights)
Advisor equity: stock options vs. restricted stock, tying vesting to milestones, and why sweat equity isn't as "free" as it looks
Entity formation: why LegalZoom is risky and when a boutique CPG law firm is worth the investment
Getting sued: the top threats brands face—unpapared equity promises, IP ownership disputes, and label compliance failures
Distribution agreements: termination fees, exclusivity carve-outs, deliverables, and how to negotiate with DSDs vs. broadliners
Co-manufacturer agreements: owning your IP and formula enhancements, carving out exclusivity when demand spikes, and getting specific with your specs
Exit readiness: how messy commercial contracts, hidden related-party relationships, and IP ambiguity can derail a deal at the finish line

Episode Links:

Website: https://gllaw.us/

Linkedin: https://www.linkedin.com/company/giannuzzi-lewendon-llp/

Adam Marsh – Giannuzzi Lewendon

https://www.linkedin.com/in/adam-marsh-847a8571/

Gabrielle McGonagle – Giannuzzi Lewendon

https://www.linkedin.com/in/gabrielle-mcgonagle-803b2b21/

Don't forget to leave a five-star review on Apple Podcasts or Spotify if you enjoyed this episode. For potential sponsorship opportunities or to join the Startup CPG community, visit http://www.startupcpg.com.

Show Links:

Transcripts of each episode are available on the Transistor platform that hosts our podcast here (click on the episode and toggle to “Transcript” at the top)
Join the Startup CPG Slack community (35K+ members and growing!)
Follow @startupcpg
Visit host Daniel's Linkedin
Questions or comments about the episode? Email Daniel at podcast@startupcpg.com
Episode music by Super Fantastics

Transcript

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0:00.0	Are you going to crush it on Amazon this year?
0:04.0	It's such an important channel, but it's so hard to do a loan, and most agencies are a total rip-off. We can't afford $5,000 a month and a commission on our sales. They just don't get it. That's why I love our partners at Daybreak. They are full service, meaning they do the creative work, the listings, the logistics, and of course, all the ads, all with the most reasonable retainer out there.
0:22.9	I work with them personally.
0:24.2	I'm so grateful we have such a good partner to recommend out to you, our community.
0:28.1	They do evaluate your product first to see if it might be a fit.
0:30.9	So if you want them to have a look, email them.
0:33.0	Startup CPG at daybreak.com.
0:35.8	And they'll do a free audit for you.
0:37.4	Good luck, everyone.
0:52.3	Yeah, I think a lot of clients are nervous that lawyers are the ones who get in the way of signing documents.
0:58.8	They're like, you're going to tell me all of these things I can't do.
1:01.4	You're telling me I can't sign this agreement.
1:02.8	You're telling me it's going to take another couple of days to be able to have the manufacturers start work.
1:06.8	I think kind of reframing that into sort of like making sure that you're partnering with somebody that's going to be protective of you.
1:15.6	Hello everyone, welcome to the startup CPG podcast.
1:19.6	In our Slack channel, by far the most frequent questions are all around legal topics like how do I set up my company?
1:25.6	What are the watchouts? When I scale, what do I need to do?
1:28.4	Today we have got the pros from Giannuzzi Lewinden. They are a top-tier CPG law firm that works
1:34.1	with over 3,000 CPG brands. They have seen it all and they are about to answer all of the
1:40.2	most frequent questions that we see. So buckle up, get ready.
1:44.4	There is so much knowledge that's about to be dropped in this episode.
1:47.8	If you want to reach out to their team, again, this is what they do for living.
	...

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