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In response to the COVID-19 pandemic, the Oregon Legislature passed House Bill 4213 on June 26, 2020, which extended the statewide temporary eviction moratorium through the end of September 2020.

HB 4213 revolves around the “emergency period,” a timeframe that started April 1, 2020 and ended September 30, 2020. This law creates a six-month repayment grace period for Oregon commercial lease tenants until March 31, 2021 for amounts owed during that emergency period. Although Executive Order 20-56 extended protections for residential tenants until December 31, 2020, no such protections were granted for commercial tenants. Landlords and tenants with commercial leases who have been struggling with nonpayment of rent during the COVID-19 pandemic have several options, however, starting with the “notice of nonpayment.”

For Landlords: Notice of Nonpayment

As of October 1, 2020, a commercial landlord may send a commercial tenant a written notice with the following information:

• The emergency period ended September 30, 2020.
• The tenant’s nonpayment balance that accrued during the emergency period is still due and must be paid.
• The total nonpayment balance, along with a breakdown of the charges.
• The tenant will not owe late charges for the nonpayment balance and is entitled to a six-month grace period ending March 31, 2021 to repay the nonpayment balance that accrued during the emergency period.
• Within a specified date in the notice, no earlier than 14 days following delivery of the notice, the tenant must pay the nonpayment balance or notify the landlord that the tenant intends to pay the balance by the end of the grace period.
• The tenant’s failure to give notice to the landlord of utilization of the grace period may result in a penalty after the grace period, equal to 50% of one month’s rent.
• Rents and other charges or fees that come due after October 1, 2020 must be timely paid or the landlord may terminate the tenancy.

A landlord may also offer a payment plan for the outstanding balance, but the notice must state that the payment plan is voluntary. A tenant is not obligated to agree to a repayment plan.

Landlords seeking to send HB 4213-compliant notices should strongly consider working with a lawyer to do so. If a landlord sends a notice that violates HB 4213, the tenant is entitled to certain injunctive relief and may recover from the landlord up to three months’ rent plus actual damages.

For Commercial Tenants: Invoking the Grace Period

While nothing in HB 4213 relieves tenants of liability for unpaid rent, tenants with nonpayment balances from the emergency period are entitled to a six-month grace period ending March 31, 2020 during which they can pay off the balance. Landlords may not charge late fees, terminate tenancy, or assess any other penalty on a tenant for nonpayment during the emergency period or for invoking the grace period.

If a landlord sends a legally compliant notice as described above, a tenant with an outstanding nonpayment balance must notify the landlord of the tenant’s intent to use the six-month repayment grace period by the date stated in the notice. The tenant does not have to provide documentation of loss of income and may notify the landlord by mail or email that they wish to use the repayment grace period.

Again, tenants who receive any communications from landlords related to unpaid rent should contact an experienced business or litigation lawyer to assess their options going forward. If the tenant does not notify the landlord of their intent to invoke the repayment period by the date in the notice, this could result in a penalty to the tenant equal to 50% of one month’s rent. But if a landlord sends a notice that is not compliant with HB 4213 or takes other actions that interfere with the tenant’s rental rights based upon nonpayment during the emergency period, the landlord could owe the tenant up to three months’ rent plus actual damages.

Other Options

Negotiating a mutually beneficial deal is often the best solution. And to negotiate the best deal, it is important to understand the commercial lease itself in addition to the other legal options at your disposal. Finding an attorney to review your lease and explore your landlord-tenant rights and remedies is always important, but even more so with new laws such as HB 4213. Notices of nonpayment carry financial risks for both tenants and landlords alike, making it important to check in with an attorney to ensure that you are adequately protected. Some disputes over nonpayment of rent may also be more complex, such as situations where nonpayment occurred before the emergency period, or where a landlord wants to take other actions against a tenant to recover unpaid rent or terminate the tenancy. Landlords and tenants seeking to remain compliant with HB 4213 and seeking to explore their options to resolve commercial lease issues should contact the experienced business and litigation attorneys at Emerge Law Group for any such disputes.

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Late 2019 saw a national outbreak in hospitalized cases of e-cigarette or vaping product use associated lung injury (EVALI). The United States Center for Disease Control (CDC) reported 2,807 cases from all 50 states, the District of Columbia, and two U.S. territories, including 68 EVALI-related deaths in 29 states and the District of Columbia. In response to this outbreak, Emerge Law Group and Greenbridge Corporate Counsel prepared a bulletin for its clients which is linked here entitled “Client Bulletin: Overview of State and Local Responses to EVALI” analyzing the responses of each state with legalized medical or recreational cannabis to the outbreak.

In November 2019, the CDC identified tocopheryl acetate, commonly known as vitamin E acetate, as a primary “chemical of concern” because 48 of 51 patients with EVALI tested had this chemical in fluid samples collected from their lungs. This chemical is sometimes used as a thickening agent or to dilute THC oil in vaping cartridges. The CDC reports that although vitamin E acetate appears to be associated with most of the cases, evidence is not sufficient to rule out the contributions of other chemicals of concern. However, due to continued declines in new EVALI cases in recent months and the CDC’s identification of vitamin E acetate as a primary cause of EVALI, the CDC stated that its February 18, 2020 update would be its final official update on the number of hospitalized EVALI cases and deaths nationally.

Today, March 6, 2020, JAMA Internal Medicine published an in-depth report on 160 EVALI cases in California. This report—the first to our knowledge to describe cases in a state with a legal adult-use cannabis market—appears to confirm patterns of clinical findings and vaping practices previously reported in other states and nationally. Although California has a legal adult-use cannabis market, the majority of affected patients (83% of those interviewed) reported using THC-containing products obtained from informal sources, such as friends, acquaintances, or unlicensed retailers. When asked specifically whether THC-containing products had been acquired at a licensed dispensary, patients answered affirmatively for only 25% of the THC-containing products. Of these products, only four products had a named purchase location verified as a state-licensed dispensary. In addition, 84% of THC-containing products tested contained vitamin E acetate, reinforcing the potential association between this chemical and EVALI. The report concluded that while use of THC-containing products and vitamin E acetate appear to be associated with the EVALI outbreak, additional investigation is needed to determine the cause or causes.

Both the CDC and the United States Food & Drug Administration (FDA) published recommendations to the public regarding EVALI and the risks of using vaping products, including warnings to stop using any vaping products containing THC. In response to EVALI and the CDC and FDA recommendations, several states with legalized medical and recreational cannabis products acted to address THC-infused vaping products, up to and including partial or complete bans on the manufacture, distribution and/or sale of vaping products.

The linked Greenbridge-Emerge Client Bulletin summarizes state actions undertaken (or proposed to be undertaken) regarding THC-infused vaping products as of March 2, 2020. A previous version of our client bulletin was cited in Marijuana Business Magazine’s February issue focusing on the vaping crisis. Our analysis was also incorporated into the NCIA Policy Council’s white paper on safe vaping entitled “The Key to Consumer Safety: Displacing the Illicit Cannabis Market – Recommendations for Safe Vaping,” which the NCIA has shared with key congressional committees.  Check out the Client Bulletin and get in touch to learn more about how your business can successfully navigate the latest legal and regulatory reactions to EVALI.

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The idea that “any contract is better than no contract” gets many new businesses into hot water. Small businesses, start-ups, and business partners eager to hit the ground running will skim over early documents or sign “temporary” agreements, intending to revisit the topic later or amend the agreements as the business grows. These hastily signed documents, however, can cause major issues if the parties get involved in future litigation.  Here are some common and easily avoidable contract issues we’ve seen.

Signing “Placeholder” Contracts

When starting a business, some people will sign a “placeholder” or “temporary” contract, planning to draft a “permanent” contract later. Believe it or not, oftentimes the parties never get around to forming a definitive agreement.

“Placeholder” contracts are often valid contracts, though. Even if the parties have verbally discussed drafting formal contracts later, they may still be bound by the terms of the original placeholder agreement. This can be problematic during litigation because the signed agreement may contain provisions that the parties had not considered carefully before signing. For example, a “placeholder” operating agreement may have a mandatory arbitration clause that neither party realized was in the document, or may contain complicated terms about how and when the members may dissolve the company. This can make litigation increasingly expensive as the parties try to piece together the intended terms of their agreement after the fact.

Signing “Key Terms” Contracts

Some parties may try to avoid signing initial contracts by instead signing “preliminary” documents that summarize the main points or key terms of their overall business transaction. Unlike “placeholder” contracts, these preliminary agreements may provide a false sense of security by including provisions that state that the parties will draft and agree to additional formal business documents later.

But if a party takes action pursuant to a signed “key terms” agreement, they run the risk of binding all parties to the agreement’s terms. If the agreement has enough essential terms, a preliminary contract may still be legally binding, even if the parties see it as incomplete. A court may enforce such a binding agreement even if it has open terms or minor terms that the parties intended to address later. This is so even when the contract contemplates that the parties will negotiate and agree upon additional terms set forth in a “final” agreement.

A related issue is the agreement to agree. The problem with agreeing to agree to later terms or documents is that—surprise! —both parties will eventually have to agree to the later terms or documents. If the parties are unable to agree at the beginning, when they are both excited about the new business and eager to work together, the likelihood of being able to agree on those terms once the realities of business ownership set in will probably be much lower, especially in the event of a business dispute.

Who’s Signing This Thing?

Many business owners choose to form multiple entities that will each focus on one portion of their larger business plan. This makes it important to keep track of exactly who is signing because one misplaced signature can put unintended people and entities at risk.

The signature blocks on any corporate document should be clear regarding the entity that is party to the contract. One entity breaching a business loan contract, for example, could endanger the assets of other entities under the same business umbrella if the contract is not clear on which entity entered into the contract. Other companies not intended to be responsible for the loan may be named in a lawsuit along with the breaching entity and may incur significant costs trying to remove themselves from the lawsuit.

Inaccurate signatures can even expose business owners to personal liability. If the incorrectly named entity does not exist, but the managers signing the contract do, a court or arbitrator may hold them personally liable for debts of the nonexistent entity. This absurd result – and the significant legal fees that may be incurred correcting this result – might be avoided by simply cross-referencing the contract with the Oregon Secretary of State business registry prior to signing.

Look (For A Lawyer) Before You Sign!

Signatures—even on initial, preliminary, or placeholder business documents—can carry far more weight than parties realize or intend. Litigation issues over signatures like these can be avoided by consulting with an experienced business attorney at the onset of a business, rather than waiting until litigation disputes arise when it can be too late. And, once litigation proceeds, it is crucial that the parties provide any and all signed business documents to their attorneys, no matter how unimportant or inconsequential the documents may seem, so that any potential contractual issues can be resolved as quickly and smoothly as possible.

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Franchise law is a heavily regulated area of law.  We help clients expand their businesses through franchising and other distribution methods. We have experience in many industries including, restaurants, health, and beauty, alcohol, and cannabis among others. Our representative services include the following:


We also help potential franchisees interested in buying a franchise. We are able to assist with evaluation of franchise opportunities with respect to:

Alternative Structures

However, not all businesses are suited to franchise. We are also experienced with helping clients structure alternative distribution methods to prevent classification as a franchise.


Our M&A attorneys are highly experienced in counseling clients who are considering acquisitions or exit strategies.  We have many years of experience handling deals of various types and sizes, ranging from sales of small closely-held business, private companies, and publicly-traded corporations.  We have represented business owners, private equity firms and investment banks in a wide range of industries. 

We have a deep business bench, and Emerge attorneys have handled transactions of all shapes and sizes.  Whether your deal is valued at $100,000 or $100,000,000, our experienced attorneys will guide you through the deal process.

We understand the intensity, technical skill and judgment needed to get deals done, and we provide our clients with timely, practical and cost-effective legal advice.  We are highly capable in all aspects of M&A, including the following:


Emerge Law Group is highly experienced in the cannabis industry.  We have helped many clients obtain state licenses and local permits to operate cannabis businesses throughout California, Oregon, and Washington.

Emerge attorneys were instrumental in the drafting and passage of Oregon Measure 91, legalizing marijuana in the State of Oregon, and have represented cannabis businesses well before many law firms were willing to enter the cannabis industry. As a firm that has provided legal services in the cannabis space for many years, we are familiar with the unique and complex issues businesses and individuals face in an emerging and highly regulated industry.

We regularly help clients with:

Cannabis laws and rules are also regularly changing.  Members of our team are dedicated to attending legislative hearings, state agency and local city and county meetings to stay up-to-date on any new changes and how to adjust to any new changes.

See our Cannabis Industry page for more information.


There is tremendous excitement about the potential for psychedelic drugs to benefit a wide variety of populations, including terminally ill patients suffering with anxiety and depression. Until recently, psychedelic substances have been accessible only in the illicit market and are illegal under federal and state to manufacture, distribute, or possess. These substances have, since 1970, been treated as having no legitimate medical use, and no commercial application. As such, no one invested in this area or required legal services, outside of the criminal context.

Today, researchers in a multitude of clinical studies are proving the medical safety and efficacy of these medicines, with the objective of changing the treatment of these substances under the Controlled Substances Act. Companies are now actively raising money to develop intellectual property and seize market opportunities associated with psychedelic drugs.

In addition, advocates at the state and local levels are not waiting for the rescheduling of these substances and are active in undertaking efforts to decriminalize these substances and/or make them affirmatively legal under state and/or municipal law. Decriminalization already has occurred in cities including Denver, Oakland, Santa Cruz, and Ann Arbor. Oregon is poised to be the first state to make psilocybin therapy affirmatively legal. Emerge Law Group is working with a wide array of clients pushing forward in this emerging area.

See our Psychedelics Practice Group page for more information.



Businesses of all kinds benefit from a customized but systematic approach to structuring legal relationships. Emerge Law Group helps businesses and business owners with a variety of tax planning matters.

Representative client services include:


Estate planning encompasses everything from a will and power of attorney to combined estate and business succession planning. In almost all cases, the purpose of the plan is to help the client protect those they care about most in the event they can no longer be there for them.

Emerge Law Group has experience with a wide range of tools used in estate planning, including wills, trusts, and family business entity planning.


Emerge Law Group can assist with the resolution of difficult tax controversies. Our areas of emphasis and experience include:


Emerge Law Group assists clients with a wide range of real estate transactional matters.  We regularly help clients with:


Emerge Law Group also assists clients with all aspects of local government land use and development processes, ranging from preliminary property analyses and building permit issues to complex land use reviews and hearings. Our attorneys are experienced in obtaining land use entitlements and development permits for a wide range of uses.

We regularly help clients with:

Above all, we understand the value of working with cities and counties to enhance communities while developing the land to its potential. We strive to create solutions to land use issues that serve to better our clients and the communities in which they live and work.


The attorneys in Emerge Law Group’s Litigation and Alternative Dispute Resolution practice group litigate commercial, intellectual property, and public interest matters in state and federal courts, as well as private mediation and arbitration proceedings.  Our lawyers have represented national and regional financial institutions, major media, entertainment and technology companies, and other Fortune 500 companies in a broad array of high-stakes disputes.  Our team of litigators has handled leading cases that have shaped the law in cutting-edge business, technology, free speech, and public interest impact lawsuits in trial and the courts of appeal.

We have particular expertise in handling civil litigation and regulatory enforcement matters in the cannabis and psychedelic industries.  While many firms claim expertise in the these industries, few have our depth of experience successfully litigating contract, trademark, partnership, shareholder, land use, and real estate disputes in court and arbitration.  Even fewer firms have our level of experience handling writ of mandate proceedings against the government regulators.

Our litigators practice in California, Oregon, and Washington, but have appeared in state and federal courts nationwide.  Our knowledge of our clients’ businesses, goals and concerns, and our experience litigating at the highest levels, give us unique insight into possible outcomes and pitfalls as we continuously confront issues of new impression.

No matter what the industry, we pride ourselves in achieving our clients’ objectives through efficient and creative solutions primarily designed to avoid disputes in the first place—which is always the best litigation strategy.  Many times, our clients obtain excellent outcomes before or at the earliest stages of litigation because our adversaries quickly recognize the challenges they will face in litigating against us.  When litigation is unavoidable, however, we work hard to provide our clients with both cost-efficient and “big firm” quality representation.



Your intellectual property (or “IP”) strategy can harness your most valuable information and intangible assets including your name, your brand, your designs, your content, your services, and your products — what makes your business stand apart in a competitive world.  We can help you evaluate and build your IP portfolio, then secure it, monetize it, and protect it.

IP encompasses multiple areas of law and different types of information or material.

Our Intellectual Property practice focuses on:


Trademarks include names, signs, logos, designs, phrases, slogans, expressions, and sometimes even colors, sounds, or smells that identify or distinguish one business compared to others.  Trademark protection is fundamental in securing your “brand.”


Copyright covers original works of creative authorship fixed in a tangible medium of expression.  This includes literary, dramatic, musical, and artistic works, such as poetry, novels, designs, movies, songs, computer software, and architecture. Copyright does not protect facts, ideas, systems, or methods of operation, although it may protect the way these things are expressed.  Depending upon the type of work, “moral rights” (such as the right of attribution) may be implicated as well.


Trade secret laws can vary somewhat between states, but generally trade secrets cover information, including drawings, cost data, customer lists, formulas, recipes, patterns, compilations, programs, devices, methods, techniques or processes that derive economic value from not being generally known and are the subject of efforts that are “reasonable under the circumstances” to maintain secrecy.


Depending upon where you live or operate, there is a special patchwork of laws and regulations that protect and regulate personal information.  If you are handling or giving out personal or potentially sensitive information, you may be implicating privacy laws.


Publicity rights address the commercial use of an individual’s face, name, image, or likeness.  These rights vary state-to-state.  Marilyn Monroe, for example, lived in multiple states which created complex questions about her publicity rights.

Our Intellectual Property services include:


In states where new cannabis banking opportunities exist, Emerge Law Group has the proven expertise in creating canna-banking programs to efficiently capitalize on those opportunities. Our Banking Practice Group specializes in working with banks and credit unions to develop regulatory compliant programs and operational best practices. We also train banking staff to become experts in canna-banking so they can effective understand and manage the risk affiliated with canna-banking.

We regularly help clients with:


At Emerge Law Group, we recognize that employees are the heart and soul of any successful business.  Our Employment Law Practice Group works with employers to help them effectively manage their workforce, navigate the complex web of federal, state and local employment laws and, if necessary, defend against claims before administrative agencies and in court.

We regularly help clients with:


Our corporate finance and securities lawyers are experienced attorneys who have practiced at large law firms, worked as in-house counsel for public companies and investment banks, and owned and operated start-up companies. We work with clients to help achieve their financing goals while safely navigating the highly technical securities law landscape. 

In addition to representing issuers, we also routinely represent institutional and individual investors, including in connection with fund formation and investments.

Our expertise includes:

We have a deep understanding of the financing options available to businesses, including simple unsecured loans, asset-backed financing, convertible debt, common and preferred equity, crowdfunding and various other structures.  We work closely with our clients to understand their business and financing needs, ensure they are prepared to approach investors and choose the right partners, structure and negotiate terms, navigate the due diligence process and successfully close the deal.



Emerge attorneys have represented businesses in the alcohol and beverage industry, including wineries, breweries, distilleries, restaurants, bars, movie theaters, golf courses, and gas stations.  We can help you vet new locations, acquire existing locations, and apply for the appropriate liquor license.  We also provide training to comply with applicable rules and regulations, prepare operating procedures, submit renewals, and keep clients protected in the event of any potential violations or administrative hearings.


Emerge Law Group is highly experienced in the cannabis industry.  We have helped many clients obtain state licenses and local permits to operate cannabis businesses throughout California, Oregon, and Washington.  We regularly help clients with:

Cannabis laws and rules are also regularly changing.  Members of our team are dedicated to attending legislative hearings, state agency and local city and county meetings to stay up-to-date on any new changes and how to adjust to any new changes.

See our Cannabis Industry page for more information.


Emerge Law Group is a leader in the psychedelics industry.  There is tremendous excitement about the potential for psychedelic drugs to benefit a wide variety of populations, including veterans struggling with PTSD and terminally ill patients suffering with anxiety and depression.  Until recently, psychedelic substances have been accessible only in the underground; they are illegal under state and federal law to manufacture, distribute, or possess.  These substances have, since 1970, been treated as having no legitimate medical use, and no commercial application.  As such, businesses have not invested in this area or required legal services, outside of the criminal context.

Today, psychedelics are proceeding toward legalization on multiple paths.  Researchers in a multitude of clinical studies are proving the medical safety and efficacy of these medicines, with the objective of changing the treatment of these substances under the federal Controlled Substances Act, opening legal access to them.  Private and public companies are now actively raising money to develop intellectual property and capitalize on the market opportunities associated with psychedelic drugs.  Opportunities to be early actors in this new arena are tremendous.

See our Psychedelics Practice Group page for more information.


Our business transactions team is made up of highly experienced transactional attorneys who have practiced at large law and accounting firms, worked as in-house counsel for public companies and investment banks, and owned and operated start-up companies. We understand complex legal matters and provide high quality legal services in a cost-effective manner.  Our clients value our experience, knowledge and judgment.


Our team routinely advises clients regarding:


Emerge attorneys also advise on-going concerns with: