Listen up friends. The Oregon Liquor and Cannabis Commission (OLCC) plans to drop the hammer on bad actors in the regulated Oregon market. Or so the Commission announced in a stern news release on Friday, July 29 (the “Release”). The Release is titled “Commissioners plan to tighten ‘change of ownership’ option.” For good effect, it is subtitled “Bad actors won’t get an easy off-ramp to sell their business.” Sounds pretty serious.
我们一直在等待这个消息的发布。 过去一年左右，我们注意到俄勒冈州酒类控制委员会（OLCC）的案件陈述人在收到拟撤销执照通知后，在和解谈判中采取了更强硬的立场。委员会近期还对所谓的"弃权出售"交易加强了审查力度，尤其当卖方在交易完成后仍持有买方执照持有人的任何形式财务权益时（注：此处"财务权益"的解释范围比常规执照审批更为广泛）。
对于不熟悉"弃牌转售"交易机制的人士，俄勒冈州酒类管制委员会（OLCC）历来允许被指控严重违规的持牌人，在满足特定条件下将其执照权益"出售"给无关第三方。具体操作流程如下： OLCC与涉事方签订协议和解书，涉事方放弃行政听证权利，并接受在规定期限内寻找替代持证人（即买方）的要求。若找到买方，像我这样的律师将受聘起草资产购买协议及相关销售文件。当买方申请获批时，"违规者"便能在离场时获得补偿款项。
It’s important to note that the Release is not a rule. It’s more like a policy idea or directive. They key sentence is buried toward the bottom third of the announcement, and provides “The Commission directed the OLCC’s Administrative Hearing Division to consider the limited ‘no change of ownership’ approach in licensee violation cases going forward.” So, OLCC is simply asking AHD to take tougher settlement positions. Or “to consider” doing so.
I’ll be interested to see how industry feels about this policy change. On the one hand, the Oregon market is struggling mightily. Flower prices are depressed due to production overcapacity and declining retail sales. Inflation is taking a toll on everything from wages to investment, and the classic struggles around taxation, banking, etc. continue unabated. All of this makes for an extremely competitive environment. As such, a further culling of licenses would serve the non-bad actors.
On the other hand, you have industry distrust around regulatory flex. Licensees only recently enjoyed enforcement reform gains at the legislative level, as well as administrative programs like “fix it or ticket” and Verification of Compliance (VOC). These changes were borne of industry complaints that licensees “deserve to be treated like businesses to be regulated, not criminals to be caught.” In a broader sense, many licensees will not welcome OLCC bearing down.
Our general advice — of course, as always — is to follow the rules. If you don’t want to do that, the OLCC market isn’t the right environment for your business (and neither is medical marijuana; and neither is hemp). If you follow the rules, you really don’t have to worry about OLCC compliance programs and pronouncements. Same deal if you’re really big– at least in this writer’s opinion. But that’s a story for another day.
If you find yourself in the OLCC crosshairs, give us a call. We’ve been doing this stuff forever.
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