cannabis M&A representations and warranties

Cannabis M&A: Common Representations and Warranties

In my last post in this series, I ran through a detailed list of some of the more common conditions to closing you’ll see in the run-of-the-mill cannabis business purchase. Today, I want to do something similar, but instead with representations and warranties. In M&A contracts, the parties make various legal promises. Promises to do

cannabis securities partnership lawsuit

My Minority Partner Came Back After Years Away and Wants Money. What Do I Do?

Over the years in my practice, including several instances in the past six months, I have advised cannabis business owners when a former partner has come back to haunt the business operations, usually looking for some type of payout based on a prior conversation or an agreement originally inked upon a lost napkin or envelope.

cannabis M&A closing conditions

Cannabis M&A: Common Closing Conditions

Most business purchase transactions we see in the cannabis space are structured to have a concept of “closing”, which I’ve described before here. Essentially, this means that the parties sign, there is some gap of time for them to take care of certain things, and then the business is sold. Today, I want to examine

Price Adjustment Contract

Cannabis M&A: Purchase Price Adjustments

In my last post in this series, I discussed how the purchase price is structured in cannabis M&A transactions, and how escrow can be used in connection with the purchase price. Today, I want to discuss how adjustments are commonly made to the purchase price, both during the pre-closing period (between signing and closing), and

cannabis M&A

Cannabis M&A: The Purchase Price and How It’s Paid

In this post, I want to get into what’s arguably the most important part of any cannabis M&A transaction – the purchase price and how it’s paid. There are virtually infinite ways to structure payment in these transactions, but we’ll take a look today at some of the most common structures and issues. To make

cannabis lease landlord marijuana

Cannabis M&A: Get to Know Your New Landlord

Getting to closing on a cannabis M&A transaction is always a hurdle (read about that process in detail here). There are always a lot more contingencies to closing for cannabis M&A transactions than for run-of-the-mill businesses that don’t operate in highly regulated fields (e.g., cannabis acquisitions will require approval from state and possibly local agencies).

Why Most Cannabis Businesses Should Ditch Their SOW Models

Why Most Cannabis Businesses Should Ditch Their SOW Models

Lately, in my review of certain cannabis transactional agreements like cannabis intellectual property (IP) licensing agreements, manufacturing agreements, and distribution agreements, I’m seeing a really high number of statements of work (SOWs) attached. I’m not opposed to SOWs when they make sense. In cannabis though, nine times out of ten, a SOW model isn’t necessary,