Cannabis Law Perspectives

Legal insights into california's cannabis industry

LLCs & Corporations: Formation & Entity Structure Considerations
Corporate & Transactional
Hilary St. Jean

Formation & Entity Structure: Important Considerations for Startups

Decisions, decisions! Businesses often wonder where to start in connection with pulling together corporate paperwork for initial operations, including as to how they should structure their businesses and what entity type to choose. Many new entrepreneurs don’t have a broad understanding of how different types of entities operate and why it’s important to consider a variety of factors when choosing

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Capitalization Basics for Cannabis Startups
Corporate & Transactional
Hilary St. Jean

Capitalization Basics for Cannabis Startups

Startup founders often become swept up in the day-to-day on early product development and business development or other matters and may forget to pay adequate attention to initial company ownership and equity rights matters. It is nonetheless essential to document all equity issuances intended in real time, including documenting founders’ capitalization as soon as possible after entity formation.   A

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Financing Considerations for Startups and Early Stage Cannabis Businesses
Corporate & Transactional
Hilary St. Jean

Cannabis Startup 101: Financing Considerations for Early Stage Businesses

There are many considerations that come into play with financing early stage businesses, including how to budget appropriately for the business to be successful and how to structure capital raises, among other concerns. Budgeting With Risks In Mind Early stage companies – whether in the cannabis space or otherwise – often need more frequent infusions of capital than established businesses

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Finance 101 for Cannabis Startups: Budgets, Forecasts, and Foibles
Corporate & Transactional
Hilary St. Jean

Finance 101 for Cannabis Startups: Budgets, Forecasts, and Foibles

It’s no mystery that startups struggle to manage their budgets and company financials.  More often than not, early-stage companies have inaccurate financial forecasts; the fiscal runway isn’t long enough, and the budget falls short. The task of creating a projection at the start of a company is generally difficult for many reasons, including that the estimates used in the forecast

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Incorporating your cannabis business as a C Corp in light of the Tax Cuts and Jobs Act of 2017 (TCJA).
Corporate & Transactional
Rogoway Law Group

Double Taxation No More? Why C Corporations are Making a Comeback!

One of the perennial questions faced by taxpayers when forming a business is whether to incorporate it as a C Corporation or to form a flow-through entity such as an LLC, partnership, or S corporation. For most small business owners, the choice thus far has been a simple one: unless non-tax related considerations weighed heavily in favor of a C

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Will “Cannabis” Companies Slowly Become “Life Science” Companies?
Corporate & Transactional
Ken Stratton

Will Cannabis Companies Slowly Become Life Science Companies? : A Perspective from a “Life Science – Cannabis” Attorney

People from the cannabis field will often ask me how practicing “cannabis law” compares to my time spent practicing “FDA” (a/k/a life science) law at two publicly traded biotechs and a global medical device manufacturer. Given the many similarities between the two industries, cannabis and life science, but with one industry firmly established on the national scene and the other

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Anticipating Due Diligence for Cannabis Industry Transactions
Corporate & Transactional
Hilary St. Jean

Anticipating Due Diligence for Cannabis Industry Transactions

Due diligence plays an important role in many types of cannabis industry transactions.  Due diligence involves a third-party conducting a thorough review of certain documents and records related to a business.  As a best practice, cannabis companies should remain aware of the various times when third parties may conduct due diligence with respect to their business. Often investors participating in

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Phantom Stock For Cannabis Businesses
Corporate & Transactional
Ken Stratton

Phantom Stock – Why Private Cannabis Companies Should Take Note

Privately held cannabis companies might want to give serious consideration to awarding their employees “phantom stock” rather than equity options. Working so close to Silicon Valley and its “option holder” millionaires, can make it easy for California entrepreneurs to forget the many challenges private companies face when awarding equity options to employees. Obviously, private companies lack a public market for

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Cannabis Startup 101: Building a Strong Foundation for Your Cannabis Business
Corporate & Transactional
Hilary St. Jean

Cannabis Startup 101: Building a Strong Foundation for Your Cannabis Business

Starting a company is intimidating for most, if not all, early stage entrepreneurs. Often founders are product-focused and put legal concerns on the back burner in hopes that they can get up and running before incurring legal expenses.  Unfortunately, in the cannabis space especially, it’s important to have legal advice at the outset of the business to avoid later excess

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Cross Border Cannabis Transactions
Corporate & Transactional
Ken Stratton

Three Important “Drafting Tips” When Negotiating Cross Border Cannabis Transactions

As the world continues to shrink, cross border transactions continue to become more common, even in the cannabis field where more countries are legalizing both medicinal and recreational use of cannabis. Today, there are at least thirty countries that allow the cultivation, manufacturing and use of medicinal cannabis (Argentina, Australia, Chile, Czech Republic, Denmark, Germany, Israel, Thailand, etc.). A handful

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