Running a cannabis business is difficult and many people fail. These ventures bottom out for myriad reasons, although owners tend to blame federal law issues first of all. It’s true that federal law creates a tough environment for cannabis businesses (tax issues, market saturation, geographic constraints, etc.), but federal prohibition also has kept big money
In cannabis contract negotiations, it’s common for the parties to execute an early-stage document called a letter of intent (“LOI”). An LOI may also be called a term sheet; naming it one over the other has no legal significance. I love these little agreements and today I will tell you why. LOIs are used in
I don’t know how it came to be, exactly, but I’ve spent countless hours of my adult working life aiding due diligence on cannabis transactions. These transactions involve all kinds of companies, from sole proprietorships to public companies, and a variety of deals–from leasing, to financing, to good old M&A. Today, I’ll cover how diligence
Our cannabis business attorneys regularly handle transactions involving the purchase and sale of licensed cannabis businesses. These deals often move fast, with brokers rushing both sides toward closing—frequently without regard for applicable diligence and cannabis regulations. The worst-case scenario is when a company comes to us after executing a seller drafted purchase agreement without having
One of the most fundamental questions facing any entrepreneur – whether in the cannabis industry or elsewhere – is: “What type of business entity should I choose?” This is a deceptively complex question, although we’ll try to make it seem simple here. When you ask your lawyer or accountant, their first response will likely be
Cannabis businesses are usually structured as limited liability companies (LLCs)—and for good reason. LLCs offer far more flexibility than corporations, which are bound by rigid governance rules. To take advantage of this flexibility (and for many other reasons), LLC owners—called members—need a well-drafted operating agreement. Below, we look at a few critical reasons why cannabis
There are many ways to set up a cannabis business, and we like to think that we’ve seen them all. But there’s probably no worse category than 50/50 ownership of a business– a recipe for all sorts of disasters. Let’s look and why that is, and some ways to avoid it. What 50/50 ownership means,
“An hour of planning can save ten hours of doing.” Apparently, Dale Carnegie said that. Mr. Carnegie was a 20th century influencer, who, as far as I can tell, never sold any weed. He did make a pile of money selling books and talks on how to be confident, charming, etc. That’s not my cup
With ongoing tensions between U.S. state and federal marijuana laws, U.S. marijuana investments present significant legal and logistical challenges. This is especially true for investors with ties to federally regulated businesses. While some investors have accepted the risks of U.S. marijuana, others are waiting for major federal reforms. But what if there was a way
For anyone that has not yet met their Corporate Transparency Act (CTA) filing requirements, now is the time! The deadline for entities created or registered before January 1, 2024, is less than a month away, on December 31, 2024. In July, we published a blog post covering questions on the CTA. The full text of
