Cannabis

Ellenoff Grossman & Schole LLP’s Cannabis Department supports entrepreneurs, operators and investors navigating all legal facets of the burgeoning national cannabis industry. Our team of attorneys understands the challenges that innovators and visionaries face daily in this space, and we pride ourselves on providing legal guidance and support that understands not just the law, but the operations, culture, and passion of industry operators.

As a full-service law firm, EGS is able to provide cannabis clients with a wide range of services outside of regulatory and licensing support, including, corporate, M&A, labor and employment, intellectual property, real estate, commercial litigation and tax.

EGS understands that cannabis counseling is not one-size-fits-all and thus provide our clients with adaptability and flexibility to support transactions and needs in a cost-effective, targeted and comprehensive manner.

Our services include:

Entity formation and joint ventures, including corporate formation, shareholder, operating and joint venture agreements

Provide advice, guidance, structuring, diligence, and documentation for a wide array of corporate financing and exit transactions, including:

• Asset and stock sales and acquisitions
• Pre-seed, seed and venture financing for private companies
• Debt restructuring and workouts

Prepare, review and negotiate commercial contracts, including state-industry specific and compliant supply, distribution, sales, production agreements and strategic partnerships, as well as other vendor contracts, equity incentive awards and management agreements.

EGS also provides its clients the ability to serve as a “one stop” outside general counsel, helping wade clients through daily challenges on issues including employee matters, covenant compliance, cap table management, insurance counseling and all facets of corporate governance, using flexible fee structures for these services so that our clients do not feel hesitant to give us a call any time they desire to think through legal or business challenges.

Represent and advocate for clients in front of state and local regulatory agencies, including in connection with challenging regulatory enforcement

Advise on all facets of state regulatory compliance through all stages of cannabis licensure and operations, including providing fractional Chief Compliance Officer functions for cannabis clients

Prepare state cannabis licenses applications and guide clients through entire application and licensing process*.

*EGS has internal capacity to service regulatory needs of cannabis clients in California, Massachusetts, Michigan, New Jersey and New York, and partners with leading legal specialists for regulatory/licensing matters in other jurisdictions.

Defend individual, class and collective state and federal employment litigations and arbitrations nationwide, including wage/hour, harassment and discrimination

Defend federal, state and local agency claims and investigations, including DOL, OSHA, EEOC, State and Local Fair Employment Practice Agencies

Advise and audit compliance with local, state and federal legal obligations, including those related to leaves of absence, terminations and wage/hour regulations (e.g. meal periods and overtime) in order to minimize potential liability

Implement comprehensive pre-hire and new-hire procedures particular to employers in the cannabis industry

Draft management agreements, employee handbooks, contracts and policies

Conduct investigations into allegations of employee misconduct, including harassment

Provide anti-harassment training to current employees (in both English and Spanish)

Counsel clients in all areas that impact the employment relationship

Represent employers in single employer and multi-employer collective bargaining

Represent employers in arbitration and mediation

Represent employers in proceedings before the National Labor Relations Board and state forums

ESOP transaction/reorganization structuring

Develop stock option and other equity plans, as well as nonqualified plans for management employees

Counsel clients regarding 401(k) plan design, including nondiscrimination requirements, and negotiate service provider contracts

Advise employers regarding compliance with the Affordable Care Act

Conduct advanced and introductory trainings for executives and plan fiduciaries regarding ERISA fiduciary responsibility

Protect brand names, logos, slogans and other marks in the US and worldwide

Protect novel packaging methods and designs in the US and worldwide

Negotiate and draft license and management agreements

Advise on legal issues relating to websites, advertising and promotion

Negotiate and draft agreements for intellectual property related matters, such as software agreements, marketing agreements and developer agreements

Counsel and litigate on privacy (including biometric) and cybersecurity concerns

Negotiate and prepare facility property sale and acquisition agreements

Negotiate and prepare commercial lease agreements

Negotiate and preparate equipment leasing and equipment lease financing arrangements

Negotiate and assist with facility property financings (permanent and construction loans)

Negotiate and prepare retail and grow leasing and licensing arrangements

Negotiate and provide advice on joint venture agreements

Sophisticated transactional tax planning in connection with stock and asset acquisitions, reorganizations, real estate, debt and equity financing, leasing, project finance, troubled company workouts and the formation and operation of Subchapter S corporations, partnerships and limited liability companies.

Counsel on executive compensation planning on behalf of public companies, private enterprises and partnerships, as well as on behalf of individuals.