As legal marijuana markets have matured in Washington, Oregon, California and elsewhere, so too have the kinds of legal disputes involving marijuana businesses. Increasingly common are legal disputes between owners of a marijuana business that involve allegations of financial malfeasance, breach of fiduciary duty, freeze-outs, fraud, and other claims common to business litigation outside of […]
A few weeks ago, we wrote about the lawsuit filed by the California Bureau of Cannabis Control (BCC) against Vertical Bliss, Inc., a company which the BCC alleged had manufactured cannabis products and sold them unlawfully in the illicit market. The BCC is seeking mind-blowingly high civil penalties against Vertical Bliss based on these allegations. […]
A few days ago, I wrote a post on cannabis investing and the concept of debt v. equity. I noted that it’s very common to see lenders ask for personal guarantees when providing loans to cannabis businesses. Guaranty agreements are a hugely important type of contract that deserve their own post. Below, I will get […]
Towards the end of 2019, it seemed that cannabis investments had all but dried up. Today, our cannabis lawyers are seeing a huge uptick in investment transactions of all kinds in cannabis and hemp businesses. With investments on the rise again, we plan to do more posts on various legal aspects of cannabis investments. At […]
The officers, directors, partners, members and managers of cannabis companies need to understand what constitutes a “security” and how to comply with applicable securities laws. The failure to do so may result in their personal liability for securities fraud. Let’s start with what constitutes a “security.” As my colleague Jonathan Bench recently explained in layperson’s […]
If you have spent much time around the world of private capital raising, then you know that there are only two avenues for a company that wants to bring on investors. Either you register your capital offering (equity, debt, or some hybrid) or you find a state or federal filing exemption that you can qualify […]
For the past eighteen months, hemp stakeholders have been begging the federal government to regulate the hemp-derived cannabidiol (“Hemp CBD”) industry. As of date, the Food and Drug Administration (the “FDA”) has received over 4,000 comments from shareholders on the safety, manufacturing, product quality, marketing, labeling, and sale of Hemp CBD products. There is no doubt that a […]
I can’t count how many times I have been talking to a client about a business venture, and I stop them in the middle of their explanation and say, “You just issued securities.” I get a blank stare looking back at me. Then I say, “Securities is one thing you do not want to get […]
In prior blog posts (see here, here, and here), I described how we field regular inquiries regarding international cannabis, both from companies inside the U.S. looking internationally and from international companies looking to the U.S. market. This post deals with geography issues for international companies seeking to enter the U.S. market. Where to locate your […]
Cannabis supply chain agreements (e.g., manufacturing agreements, distribution agreements, license agreements, supply agreements) can be difficult enough to draft and negotiate when there are just two parties. The immense amount of over-regulation in the cannabis world can make contract drafting a headache, and even more difficult for attorneys who are not well-versed in cannabis. That […]
