Cannabis

Blank Rome’s corporate cannabis attorneys have a comprehensive understanding of the legal, regulatory, and business complexities faced by companies operating in the cannabis industry. We help our clients with developing and executing legal and business strategies to take advantage of transactional opportunities in this rapidly expanding sector.

Our cannabis team was among the first in the United States to develop and utilize its extensive corporate and finance experience to create a practice specifically to support the cannabis industry. This has placed our team at the forefront of the industry and allowed us to evolve with the rapidly developing cannabis business throughout the country.

As a growing number of states legalize cannabis for medicinal and adult use, businesses, lenders, and investors as well as vendors and ancillary companies involved in cultivating, processing, distributing, and dispensing marijuana and marijuana-based products face uncharted territory in this highly regulated business environment. This industry is one of the newest and most challenging areas to operate in, both for businesses and investors. Given the diverging federal and state laws, these companies benefit from experienced corporate attorneys who can help them navigate unique economic challenges and risks.

Our team offers unrivaled experience and can provide a full and multidisciplinary scope of services including: cannabis business formation, legal and regulatory compliance, corporate structuring, joint ventures, mergers and acquisitions, fund formation, debt and equity financing, real estate acquisitions and leasing, receiverships, workouts and restructurings, labor and employment issues, data privacy and security, intellectual property protection, 280E taxation issues, and, if necessary, litigation services.

In this quickly evolving industry, creating and maintaining relationships is vital to a successful business venture. Clients can be introduced to our extensive network of venture capitalists, private equity investors, investment bankers, and entrepreneurs that can help your business raise the capital it needs to grow.

Note: Notwithstanding recent changes in state laws, federal law remains unchanged and the cultivation, possession, and/or sale of marijuana and related cannabis products continues to be illegal under federal law. For that reason, our services are strictly limited to advising clients regarding the validity, scope, and meaning of state laws regarding medical and adult-use of marijuana. None of our services are intended to assist clients with violations of federal law.

What Sets Us Apart

Blank Rome’s Cannabis team includes lawyers with more than a decade of experience working with and building relationships with cannabis clients looking to take advantage of, as well as expand, their opportunities in this emerging area. Our team members’ contributions have received numerous awards and accolades:

Recognized by Law360 as a 2023 Cannabis Practice Group of the Year, one of only five groups nationwide selected for this prestigious award.
Named 2022 “Cannabis MVPs of the Year” by Law360.
Members of our team have also been recognized for leadership in the field of cannabis law, earning titles such as:
- New England Trailblazer by The American Lawyer.
- Cannabis Trailblazer by the National Law Journal.

How We Can Help

Blank Rome’s attorneys take a multidisciplinary approach to help cannabis businesses meet their objectives by combining the skills and knowledge of an integrative team across multiple practices and offices. Among the services we perform for clients in this industry are:

Blank Rome has been advising clients in sophisticated capital-raising transactions for more than 65 years. Our practice combines our attorneys’ experience in corporate, securities, and tax law matters with the crucial business acumen our clients demand. We understand the underlying business transaction as well as the complex regulatory framework that governs the way offerings are made in today’s marketplace.

Our cannabis team has experience representing financial institutions of all kinds, including banks, credit unions, investment bankers and investment companies, as well as merchant processors, in entering the cannabis industry with fully compliant services.

Our firm guides and counsels financial institutions from beginning to end on how to provide compliant financial services to cannabis-related business customers consistent with existing Bank Secrecy Act obligations and the 2014 FinCEN Guidance, including providing boardroom education for directors and executive teams as well as developing compliant cannabis lending programs.

We also assist on a wide spectrum of related issues, including conducting cannabis-related risk assessments, reviewing and customizing operating policies and procedures, and helping with vendor due diligence and contract negotiations. Our team can also provide audit assistance, advanced Bank Secrecy Act training for all levels of employees, and examination support designed to ensure your financial institution is prepared to demonstrate the risk-focused approach it takes when providing financial services to marijuana-related businesses.

The valuable relationships and connections that we have made within these industries, paired with our in-depth knowledge of the cannabis space, allow us to better guide our private equity clients toward the most advantageous opportunities.

Blank Rome’s national team of experienced privacy, security, and data protection attorneys have spent decades at the cutting edge of technology helping clients navigate the patchwork of data privacy laws and myriad of issues posed by digital technologies, IT, outsourcing, marketing, and data rights transactions in a variety of sectors from healthcare, pharmaceutical, and medical devices to the cannabis, food & beverage, e-commerce, consumer goods, financial services, and FinTech industries.

Our multidisciplinary team of leading cybersecurity and data privacy professionals advises clients on the potential consequences of cybersecurity threats and how to implement comprehensive measures for mitigating cyber risks, prepares customized strategy and action plans, and provides ongoing support and maintenance to promote cybersecurity awareness.

With decades of tax planning experience, Blank Rome’s tax attorneys have handled a wide variety of sophisticated transactions working alongside M&A and real estate teams on middle-market deals and those into the billions. We can also help you with federal, state, local, international, and cross-border tax implications as they relate to individuals, closely held companies, and multinational corporations.

Our tax attorneys have a proven track record of delivering value to our clients. We do this by making a few simple promises: (1) to understand your business goals and objectives in light of 280E’s huge impact upon the cannabis industry; (2) to use a common-sense and pragmatic approach—whether in crafting a solution to a complex tax issue, presenting an argument to a tribunal, or structuring a fee arrangement; (3) to deliver potential solutions in a cost-effective manner; and (4) to forge a strong and long-standing relationship through frequent and open communication.

All developing businesses need to have the right litigators in their corner. Strategic litigation is an indispensable tool for businesses of all kinds, and the cannabis industry is no exception. Our team has significant experience helping cannabis clients with shareholder disputes, construction litigation, fiduciary duty claims, as well as various regulatory enforcement actions.

Blank Rome’s litigation team is practical and aggressive, and committed to minimizing any business disruption that litigation can cause, while getting your case to trial or settlement with an efficient approach that maximizes your outcome. At every step, our team is here to help you weigh all of the risks and rewards and protect your interests from start to finish.

Success in the real estate industry depends in large part on outside forces. Economic booms and busts, rising and falling interest rates, and even an atmosphere of optimism or pessimism can mean success or failure for a project. Blank Rome’s real estate attorneys can help you build a strong foundation for your business to take advantage of (or withstand) all market fluctuations.

Our cannabis team has assisted clients with numerous real estate transactions, including real estate acquisitions and leasing, real estate financings, and loans, as well as helping clients with issues impacted by various national and state level cannabis laws and regulations.

Key Contacts

Related Services

Related Industries

Representative engagements handled by Blank Rome’s Cannabis team attorneys include:

Mergers & Acquisitions

Represented clients in hundreds of millions of dollars of mergers and acquisitions (“M&A”) transactions, from small license sales to acquisitions and mergers of publicly traded cannabis and hemp operators.
Represented two affiliated companies in a four-way merger, resulting in one of the largest vertically integrated operators in California.
Served as lead U.S. counsel in landmark, multibillion-dollar M&A transactions, including Trulieve Cannabis Corporation’s $2.1 billion acquisition of Harvest Health & Recreation, creating the nation’s most profitable multistate cannabis operator.
Represented multistate cannabis operators in acquisitions of licensed cannabis businesses across numerous jurisdictions, including Florida, Pennsylvania, Nevada, Massachusetts, California, Michigan, and Arizona.
Advised cannabis operators on market-entry transactions in highly regulated states, including Green Growth Brands Inc.’s $54 million acquisition of Spring Oaks Greenhouses Inc., securing a Florida medical marijuana license with statewide cultivation, processing, dispensing, and delivery rights.
Represented a precision hardware and software cultivation solutions developer in its $50 million acquisition of two leading cannabis and hemp extraction, post-processing, and testing equipment and services companies.
Represented a client in a bridge financing and business combination with two companies to create a new entity, one of the largest leading California cannabis companies.
Represented numerous clients in acquisition of cannabis retail, cultivation, and product manufacturing operators.
Representation of national cannabis operators and ancillary cannabis businesses with respect to M&A, debt and equity financings, joint ventures, and restructurings and receiverships.
Represented an ancillary cannabis company focused on packaging, vape cartridges, and other equipment in connection with a $36 million registered direct offering and multiple acquisitions.

Lending & Secured Transactions

Arranged and sourced on behalf of numerous cannabis clients over $150 million in loans.
Represented a lender and specialty investment firm in protecting its interests in a more-than $22 million loan to a Massachusetts cannabis company, resulting in the state court issuing the first ever receivership order of a cannabis company in Massachusetts.
Represented a secured lender obtaining a receivership in Nevada in which the vertically integrated borrowers’ assets, including their cannabis licenses, were being sold.
Represented private lenders in conducting Article 9 sales with respect to its dispensary borrowers’ assets, including cannabis licenses.
Served as lead counsel on a complex strict foreclosure transaction for a multistate cannabis operator, ensuring compliance with both corporate and regulatory obligations.
Represented financial institutions acting as co-administrative agent and as administrative and collateral agent in connection with a $195 million senior secured term loan to a multistate cannabis operator, including the refinancing of prior indebtedness and a $50 million draw under an existing revolving credit facility.

Capital Markets & Securities

Represented a company in the hemp-derived products industry with convertible note financings for more than $90 million of aggregate gross proceeds, a $25.9 million PIPE offering, and acquisitions of brand assets with an aggregate purchase price of approximately $55 million.
Advised a client active in the growing equipment and extraction equipment market with a $35 million convertible note financing, a $15 million ATM offering, and an $8.7 million public offering.
Represented a Colorado-based controlled environment agriculture (“CEA”) and design company with exchange listing matters, debt and equity issuances, and complex negotiations with multiple lenders.
Represented a California-based cannabis company in connection with offerings of secured notes for approximately $15 million.
Represented a variety of cannabis and ancillary cannabis clients in connection with ongoing SEC disclosure, Financial Industry Regulatory Authority (“FINRA”) inquiries, and board advisory matters.
Represented numerous clients in capital raises and debt financings to fund acquisitions and development of vertically integrated cannabis operations.
Defended an individual owner and operator of a public Southern California cannabis and beverage company in response to Securities and Exchange Commission enforcement action for alleged “pump and dump” scheme.

ESOP Transactions

Represented an employee stock ownership plans (“ESOP”) trustee, in the proposed acquisition of a seven-state multistate operator (“MSO”) cannabis company valued at more than $300 million, including advising on transaction structure and related ESOP considerations.
Represented an ESOP trustee, in the proposed sale and redemption of 100 percent of a Maine cannabis company’s equity securities to an ESOP in a multi-step transaction structured with promissory notes and warrants of voting and non-voting common stock.
Represented a Massachusetts cannabis company, in the successful sale of 100 percent of the company’s equity securities to an ESOP in a multi-step transaction structured with promissory notes and warrants of voting and non-voting common stock, as well as a pre-closing reorganization.
Represented an ESOP trustee, in the successful sale and redemption of 100 percent of an Illinois cannabis company’s equity securities to an ESOP in a multi-step transaction structured with promissory notes and warrants of voting and non-voting common stock.

Regulatory Compliance & Licensing

Acted as sole legal adviser to a nonprofit coalition of Florida’s largest cannabis companies, providing strategic guidance on regulatory and business matters to Medical Marijuana Treatment Centers (“MMTCs”).
Provided legal counsel to a national cannabis company on federal and state regulatory compliance, covering advertising practices, product manufacturing, and white labeling.
Successfully obtained over 100 variance approvals for Florida cannabis operators, enabling the expansion of cultivation facilities, new product launches, and changes in corporate control.
Structured and negotiated genetic license agreements for a multistate operator, ensuring protection of intellectual property and compliance with federal and state laws.
Represented a Canada-based publicly held pharmaceutical company in connection with patent advice and counseling through a freedom to operate (“FTO”) search for cannabis transdermal patch.
Represented a Las Vegas-based medical and recreational cannabis dispensary in connection with tax advice and structuring in compliance with local and federal laws.
Represented a technology firm providing cannabis and hemp process equipment in connection with executive compensation matters.

Banking & Financial Services

Represented various banks and credit unions across the country to establish compliant cannabis banking and lending programs in accordance with FinCEN guidance and the Bank Secrecy Act.
Representation of cannabis clients with respect to Directors and Officers insurance coverage issues, including assisting in finding carriers specifically providing coverage to the industry.
Represented lenders, equity investors, and funds with respect to investing in the cannabis industry.
Assisted a digital payments platform company in creating, capitalizing, and launching its revolutionary digital consumer credit platform, providing a much-needed payment solution to the predominantly cash-based cannabis industry.
Assisted a major investment firm in its investment in a fully integrated company that brings pharmaceutical industry precision to the development, production, and dispensing of medical cannabinoids.

Federal Regulatory & Appellate Advocacy

Represented a client in a Freedom of Information Act suit against the Department of Justice (“DOJ”), forcing the release of a secret 2018 opinion of the Office of Legal Counsel, “Licensing Marijuana Cultivation in Compliance with the Single Convention on Narcotic Drugs,” revealing the unlawfulness of a longstanding agency policy that had obstructed cannabis research for over 50 years. Secured settlement requiring DOJ to disclose the opinion within weeks of filing the complaint.
Represented a client in a mandamus action requiring the Drug Enforcement Administration (“DEA”) to process clinical research applications after years of delay. In response, DEA capitulated, processed 33 overdue applications, and announced its intent to move forward with a comprehensive program. DEA subsequently approved the client’s application to grow marijuana for federal research purposes under a negotiated Memorandum of Agreement.