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Cannabis Distribution Contracts
Knowledgeable and Experienced Legal Guidance in the Cannabis Industry
The U.S. cannabis market is significant, with sales of $16.5 billion in 2021 and projected growth expected to double that figure by 2025. As state-specific laws change and international markets open up, the sector becomes more attractive for business investors.
Still, cannabis business mergers and acquisitions (M&A) can be complex. Having a knowledgeable and experienced legal guide in the cannabis industry — like Harris Sliwoski — on your side can help improve your chances of a more successful deal.
Contact UsThe Unique Characteristics of Cannabis Business Transactions
Cannabis M&A carries an individual set of potential risks and distinguishing factors, including:
- Broker involvement: While many buyers and sellers connect themselves, others use brokers to bring them together. These brokers often require representation agreements, bringing a more contracted third-party relationship into the mix.
- An evolving legal environment: Different states have varying laws regarding license transfers, ownership restrictions and other requirements. When you combine those differing regulations with an uncertain direction for federal legislation, the issues become more complex.
- Insurance and banking challenges: Many banks and insurance companies shy away from cannabis-involved businesses due to federal illegality. These issues can make securing business financing and protection more challenging.
- Multilayer corporate structures: Numerous cannabis entities are subsidies of holding companies and may have several different layers of corporate structure. Navigating those amidst dynamic regulations can be complex.
- Changing approaches to deal structures: Previously unknown violations and debts can wreak havoc for a newly acquired business owner. In-depth due diligence and regulatory approvals can lengthen time-to-close.
Cannabis Industry Experience Matters
Getting guidance from an experienced cannabis law firm helps navigate these more complicated M&A transactions. At Harris Sliwoski, we have a team of skilled attorneys who understand the cannabis-specific impacts of regulatory acts, including:
- The Controlled Substances Act.
- The Agricultural Improvement Act of 2018.
- The Bank Secrecy Act.
- Anti-money laundering regulations and reporting.
- The Food, Drug and Cosmetic Act.
- State-specific cannabis laws.
We also know how to work with the agencies involved, like:
- The U.S. Department of Agriculture.
- The Drug Enforcement Administration.
- The Food and Drug Administration.
In addition, we maintain global offices and experience to help with cross-border transactions.
Our Inbound and Outbound Cannabis Business Transaction Services
As a law firm with extensive industry experience, Harris Sliwoski is uniquely qualified to guide you through cannabis business M&A. Our comprehensive services include:
- Providing legal insight on how to prepare your cannabis business for sale.
- Advising you on regulatory compliance, financing and business structure.
- Closing on an agricultural property for cannabis cultivation.
- Applying for and maintaining required licensing to grow, sell or process cannabis.
- Assessing individual risks associated with the M&A target company.
- Drafting and negotiating service contracts.
- Conducting or assisting in M&A negotiations as your advocate.
- Preparing the letter of intent outlining the agreed-upon terms, including any confidentiality or exclusivity language.
- Completing and reviewing M&A disclosures.
- Providing due-diligence advice.
- Renegotiating, drafting and revising the final purchase agreement.
- Overseeing the preclosing process with additional due diligence, if needed.
- Executing the final closing and ensuring closing conditions have been met.
- Addressing post-closing commitments, if required.
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CANNA LAW BLOG
An intelligent, timely resource for the cannabis industry
Beyond advising individual businesses, our cannabis attorneys are committed to fortifying, defending, and building credibility for the industry as a whole. Harris Sliwoski’s cannabis business lawyers are more than legal strategists—they are thought leaders: forward-thinking bloggers, educators, writers, and speakers.
They regularly write articles for legal journals and frequently post to our acclaimed and widely followed Canna Law Blog. We speak to business and trade groups, academic institutions, and government bodies on a variety of cannabis legal issues, and our cannabis lawyers are frequently quoted by global, national, and local media outlets. We also have compiled (and are forever adding to) a Cannabis Glossary, to help with industry terminology.
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Our Clients' Successes
“Harris Sliwoski expertly guided us through the formation of our company. They continue to assist with necessary registrations and compliance with numerous regulations. They were able to promptly answer all our many questions and provide understandable options, explanations and practical advice. We expect to continue to use Harris Sliwoski on a regular basis as our company expands. They were also able to introduce us other professional experts. We would not hesitate to recommend Harris Sliwoski to any companies in need of legal advice.”
Three Continents Foods LLC
This law firm was a huge help as our company went through the process of commercial licensing in the California cannabis industry. They have helped us with a variety of legal issues in a timely fashion, while clearly communicating with us throughout the process. Everyone we’ve worked with at Harris Sliwoski is an expert in their field and we have always felt that we were in good hands through our legal representation.
Wil Crummer, CEO PRO Farms
Legal stuff is always scary. And I’ve had to play offense a couple times, begrudgingly. To have Harris Sliwoski have my back? It made things a lot less prickly. They quickly walked me through my options, and were refreshingly consistent in their communications, timing and billing. I’ve been lucky to stay out of the legal side of things my whole career, thankfully. When things went a little wrong, Harris Sliwoski quickly made things right.
Aaron Draplin, Founder Draplin Design Co.
I am impressed with this law firm. They answered all my questions regarding cannabis businesses and the California cannabis framework, and they have helped me with a variety of legal issues in a timely fashion, while always clearly communicating with us throughout the process. They also redirected me to other quality people for my business needs. Everyone I worked with at Harris Sliwoski is an expert in their field, and I was in good hands throughout my legal representation.
Corey T., CEO Thinc Cubed, LLC
I have been working with the lawyers at Harris Sliwoski for more than 20 years both as a business owner and as an executive at a large east-coast health system and that is because they have always efficiently provided high level and clear international law advice. Most recently, Harris Sliwoski provided legal support on many matters related to procuring medical products worldwide. Their support was particularly helpful to during the onset of COVID, when there was a big need for securing PPE quickly, all while navigating complicated international and domestic legal requirements. Harris Sliwoski’s team of international lawyers helped by conducting rapid-fire due diligence on potential suppliers, navigating the legal logistics for getting product from overseas and through U.S. customs, and drafting contracts to protect against various sorts of horribles. They did this by essentially providing what amounted to 24/7 service. I cannot recommend them highly enough.
Dan Pak Hospital Supply Chain Executive
Harris Sliwoski has represented our company in the legal cannabis industry for years. Harris Sliwoski has advised us in a wide variety of legal matters, and they are truly experts in their field. I would highly recommend Harris Sliwoski to anyone with questions about cannabis law, or any legal matters. They have been great for our Company, and will continue to guide us as our industry evolves
Matt Hurt, COO Cannabis Nation
You won’t find a better partner than Harris Sliwoski when trying to navigate the complex world of healthcare regulations. They not only give sound and reliable legal advice, but they are also very responsive and are able to guide you in a way that helps you reach your business objectives as well.
Joseph Axelrod, General Counsel Irwin Naturals
When we started the process of building a ‘seed to sale’ cannabis company in Oregon, we saw the need for expert legal counsel. The cannabis sector is fraught with potential peril at every turn, and we wanted the best legal advice we could find. After talking to several firms and individuals, we feel extremely fortunate to have chosen Harris Sliwoski as our legal counsel.
Tony Theiss, CEO and Co-Founder Redbarn Cannabis
We use Harris Sliwoski on all our international legal matters, including on our international litigation matters. We have over the last few years been involved in a couple big international legal disputes and Harris Sliwoski’s international dispute resolution team provided us with expert legal assistance on both matters. They were always very careful to explain to us what they were doing and why and what their actions would likely cost us in legal fees. Most importantly, we did extremely well on both cases and I have no doubt Harris Sliwoski was a big factor in that.
Kevin English, CEO We Are Camp
We have used Harris Sliwoski for legal help related to our international manufacturing. The lawyers with whom I worked had extensive familiarity with the international legal issues involved in our various projects and offered us key insights. I particularly appreciated how they always quickly and efficiently do what they say they will do and always within their cost estimates.
Andrea Barona Valladolid, Senior Legal Counsel Fairphone