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PsychedeLinks is a curated selection of top news stories impacting business, research, and culture in the psychedelics ecosystem, crafted by Emerge Law Group’s groundbreaking Psychedelics Group.

 Emerge’s Hot Take

 Other Noteworthy News

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CannaBeat is a curated biweekly selection of top news stories impacting business, research, and culture in the cannabis industry, crafted by Emerge Law Group.

Emerge’s Hot Take

Finding Essential Oil Dispensers to be Illegal Drug Paraphernalia, Trademark Trial and Appeal Board (“TTAB”) Affirmed Refusal of Two Federal Trademark Applications

Last month, the TTAB published a precedential opinion affirming the United States Patent and Trademark Office’s (“USPTO”) rejection of two applications for the marks “BAKKED” in standard character form and a corresponding logo. The applications sought registration for an “essential oil dispenser, sold empty, for domestic use,” and were originally filed in 2016.

Despite the absence of any reference to cannabis in the applications, the USPTO refused to register the marks due to alleged violations of the Controlled Substances Act (“CSA”). For further details, refer to the opinion in the case of In re National Concessions Group, Inc. available HERE. This decision underscores the USPTO’s and TTAB’s heightened scrutiny of applications associated with cannabis businesses.

In this case, TTAB was unconvinced by applicant’s attempts to draw parallels between its oil dispenser, and razor blades or postage scales.  The TTAB found that, unlike with blades and scales, extensive evidence indicated that applicant’s identified products were primarily intended for use with schedule I drugs.  Evidence included applicant’s website and marketing of its “Bakked Dabaratus” all-in-one dabbing tool, advertised for “the perfect dose of cannabis extract.”

The TTAB also rejected applicant’s claim that the application qualified for a CSA exemption, citing the legality of cannabis under state law. The USPTO has consistently maintained that a mark must be in “lawful use” under federal law to qualify for registration. In its examination, the USPTO reviewed the company’s website and social media presence, determining the primary purpose of the products was for use with cannabis.

The USPTO further clarified that, although cannabis may be legal in certain states, federal trademark registration rights extend beyond state borders, and the products would be subject to interstate commerce regulations. The authorization of one state to legalize cannabis “cannot override the laws of the other states or federal law[…]”

Emerge’s intellectual property practice group chair, Sean Clancy, had this to say: “Although this decision is precedential, it mostly reiterates the same dated policies that USPTO has been following for years in this arena, similar to the ULTRA TRIMMER case. Brand owners can only get federal registration for federally lawful goods and services.  How they do that is heavily fact-dependent, and achievable with the right strategy but not easy.  If National Concessions Group’s marketing had not focused on cannabis, perhaps they might have enjoyed a different outcome.”  Indeed, in a footnote, TTAB noted that, “nothing in the record supports a finding that Applicant uses its marks on anything other than an apparatus used to dispense cannabis-based oils for vaping […]”

“As with everything else, cannabis businesses must exercise extra diligence and caution in developing and safeguarding their brands,” remarks trademark attorney Delia Rojas. Under the shadow of federal prohibition, brand protection remains challenging for cannabis businesses.  Careful trademark strategies should be evaluated on a case-by-case basis for each business.

Other Noteworthy News

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Emerge shareholder Tim Alger is speaking at the 2023 INCBA Cannabis Law Institute at GW Law in Washington, DC.! This Friday June 9th from 10:40 to 11:40 ET, Tim will be joined by an expert panel to discuss Balancing Zealous Advocacy with the Duty of Candor – and Conscience.

Register now for a multi-day immersive educational and networking event that puts you in the room with the foremost legal practitioners who support the cannabis industry. Speakers and attendees include policy makers, politicians, and industry thought leaders from around the globe. Use code CLISPEAKER23 for 20% off your registration HERE.

Inform your legal practice with over 18 CLE accredited sessions that address key industry issues including: 

·        Interstate Commerce

·        Federal Policy

·        State Cannabis Regulation

·        International Opportunities 

·        Overcoming Operational Hurdles  

New this year, three hours specialty CLE credits. 

·        Competence, Elimination of Bias, and Ethics.

Opening CLI with plenary sessions on June 8th that features a conversation with republican and democratic congressional representatives, keynote highlighting the intersection of law, science and policy, a conversation with industry leaders on the state of the global cannabis industry, a panel presenting balancing incentives with enforcement for converting a legacy to legal industry and finishing off with INCBA’s 2nd annual summary of precedential rulings and legal trends.   

CLI is packed with networking luncheons, off-site parties, and a full reception that creates a custom-tailored experience unique to every year.  

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Author:
Alex Berger, Attorney at Emerge Law Group

OLCC is set to enact a temporary emergency tax compliance rule for cannabis retailers at the Commission’s June 15 meeting.  This is a response to Governor Kotek’s May 16 directive to make state tax compliance a requirement for OLCC to issue or renew retail licenses, released after highly publicized revelations about cannabis licensee La Mota’s apparent tax liens and other issues.  According to a high-level source at OLCC, the rule will require all new retailer license applicants and existing retailer license renewal applicants to obtain a Tax Compliance Certification, demonstrating compliance with state tax requirements, before OLCC will approve the application.  The requirement would apply to all “applicants” under OLCC rules – typically 20% or greater direct or indirect owners and entities and individuals with direct operational control over the licensed entity.  Per the rule, “tax compliance” includes all Oregon State cannabis sales, business, payroll, and personal taxes for every “applicant,” regardless of the individual’s or entity’s role or involvement with the retailer license.

Failure of any single applicant to demonstrate tax compliance will result in “inactivation” of the application, which, for a change of ownership application, effectively means denial, and, for a renewal application, is tantamount to license cancellation.  The OLCC source indicated that application inactivation, unlike application denial, does not come with hearing rights in which an applicant can appeal the denial to an administrative law judge.  The temporary rule will likely be adopted at the June 15 Commission meeting and become effective on June 16, immediately applying to all pending and future change of ownership applications.  The rule as currently written will apply to renewal applications for licenses set to expire on or after September 15, 2023, per the OLCC source.  Despite the rule’s imminent passage, a copy of the rule has not been published and may not be available to the public until on or after the June 15 meeting.  OLCC will then enter permanent rulemaking procedures to make the rule permanent at a future date.

Emerge has serious concerns about what passage of the rule means for the already struggling cannabis industry still reeling from the La Mota revelations and facing myriad obstacles including chronic depressed prices, problematic new testing requirements, and longstanding federal taxation issues.  We’re also investigating potential legal issues with the new rule, which singles out retail licensees for disparate treatment and could penalize tax-compliant licensees based on their business partners’ personal income tax delinquency, which could be entirely unrelated to the cannabis business or the cannabis retail tax.  The lack of hearing rights for inactivations resulting from this rule is also concerning.

We will continue to closely monitor this issue and post updates accordingly.  In the meantime, please let us know if you have any questions or concerns about the forthcoming tax compliance rule or any other licensing questions.

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Authors: Jay Purcell, Shareholder; Duncan Delano, Shareholder; Natalie Diaz, Law Clerk

New York’s True Party rules are intricate and evolving. Here, we analyze some of the concepts implicit in New York’s True Party regime and its exceptions, based on the 5/23 Proposed Regs. This analysis is based on proposed regulations; in other words, this analysis will become obsolete as soon as final regulations are promulgated (likely second half of 2023).

Additional True Party Concepts

Control” means “expressed or reserved…power to order or direct management, operations, managers or policies.”[1]  Like the other definitions, it is capacious and lacks bright-lines. Notably, the definition of Control is silent about negative covenants; in other words, an investor without whose consent a licensee cannot do X, Y, or Z might reasonably argue that she lacks Control.

Financial Interest” is an umbrella term[2] that means holding any form of equity or security in a licensee, including unexercised options and warrants, SAFEs, convertible notes; and, the right to compensation that exceeds 10% of a licensee’s revenue, 50% of its net profit or $250,000 annually. Financial Interest may also include the investments and compensation of a person’s parent, children, spouse and domestic partner.[3] We can’t predict the future, but the family-relations component of this definition is likely to change, because it is impossible for regulators and licensees to verify an investor’s parents’ and children’s participation in the New York cannabis industry. It is also bizarre public policy.

Major Compensation” means 10% of a licensee’s revenue, 50% of its net profit, or $250,000 annually.

Passive Investor” is the key exclusion from the True Party regime. A Passive Investor holds a Financial Interest that does not reach the level of a True Party, because the ownership interest does not exceed 5% of a public company licensee or 20% of a private company licensee and the ownership interest lacks Control or Influence. [4].

Plain English Meaning

  • There are exceptions to New York’s True Party Rules
  • Passive Investor means a Financial Interest not exceeding 5% of a public company and 20% of a private company, and lacking Control. Passive Investors are not True Parties.
  • True Party means holding a Financial Interest, having Control, having a right to Major Compensation, or being spouse of any of the foregoing.
    • Control means power to order or direct management, operations, managers or policies; and, serving as an officer, director, managing member, or similar role.
    • Financial Interest means holding any investment or security (including unexercised options) or holding a right to Major Compensation. Every Financial Interest is either a True Party or a Passive Investor.

 

[1] 5/23 Proposed Regs 118(28).

[2] 5/23 Proposed Regs 118(42).

[3] 5/23 Proposed Regs 118(42) (“… actual or future right to ownership…of voting stock or equity investment, or compensation …either directly or indirectly, through…, spouse, domestic partner, parent or child”)

[4]  5/23 Proposed Regs 118(76); also excluded is a less commonly occurring 10% holder in a private ROD or microbusiness.

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Authors: Jay Purcell, Shareholder; Duncan Delano, Shareholder; Natalie Diaz, Law Clerk

Overview. Section 80 of the New York Marijuana Regulation and Taxation Act splits the cannabis business between two so-called tiers: cultivation, processing, distribution and microbusiness (collectively “Cultivation”) on the one hand; and, on the other hand, retail, on-site consumption and delivery (collectively, “Retail”). New York prohibits an individual from participating in both Cultivation and Retail; one must choose either Retail or Cultivation, and that choice triggers a prohibition on participating in the other tier. In a perfect world, New York would promulgate clear regulations about participation; if someone does ABC, that’s enough to trigger the prohibition; and if someone does DEF, that’s not enough. New York selected for a different outcome, however, and in three different rulemaking proposals, New York mumbled.

True Party Defined. Instead of definitions, New York offers multi-step examples, with multi-step exclusions. The output, a “True Party in Interest,” is defined in the 5/11/23 proposed regulations at Section 118(105) (the “Proposed Regs”). Simply, a “True Party” is someone forbidden from participating in one tier, because of her involvement in another. In offering examples of True Parties, but not definitions, New York intends for the True Party label to reach a sea of unsuspecting cannabis market participants (and their spouses). In evaluating these proposed regulations, that’s the first key takeaway: New York’s True Party rules are promiscuous.

Put differently, by attaching the label to meagre and major actors, the True Party rule is loose. All of the following are True Parties: a small investor on the Board of Directors; contractors earning over $250,000; persons with “unexpressed” power; LPs, GPs, and all their spouses. We note that the Proposed Regs are not yet final and we predict New York will amend the definition of “True Party” many times in the future. For now, it’s useful to conceptualize True Party as one of four persons:

  1. A large investor in a licensee (more than 5% of a public company or more than 20% of a non-public company[1]); and, everyone with equity in the large investor[2];
  2. Someone entitled to large sums of money (10% of a licensee’s gross revenue; 50% of its net profit, or $250,000 annually);[3]
  3. Someone with power: managers, officers and directors, and people who may exercise control, or direct the management, managers or policies of a licensee[4]
  4. Someone who guarantees a licensee’s debts[5]

Key Exception. New York’s exceptions are muddled, too.[6] The key exception is the “Passive Investor,” someone holding, at most, 5% of a public company’s equity, 10% of a private ROD or microbusinesses’ equity, or 20% of a private licensee’s equity; and lacking control or influence.[7]  [More on the Passive Investor exclusion here]

Summary

  • Being labeled a True Party in one Tier (Cultivation or Retail) triggers complete prohibition on any participation in another Tier[8]
  • New York applies the True Party label promiscuously. Albany’s goal is applying the label as often as possible because this definition triggers investment caps.
  • To retain power, New York’s rules are poorly drafted on purpose.
  • New York will face challenges in collecting, storing and using all the information it demands licensees provide (especially regarding families)
  • The 5/23 Proposed Regs are not final. Whatever happens next, OCB will amend Section 118 again.
  • Despite inevitable amendments, plan on New York continuing promiscuity for the True Party concept

Note to readers: this analysis is based on proposed regulations; in other words, this analysis will become obsolete as soon as final regulations are promulgated (likely second half of 2023).

Next: Read About Exceptions to New York’s True Party Rule

 

[1] 5/23 Proposed Regs 118(76)

[2] 5/23 Proposed Regs 118(105)(i)(b)-(c)

[3]  5/23 Proposed Regs 118(105)(i)(d) (landlords are excepted at 105((ii)(a))

[4] 5/23 Proposed Regs 118(105)(i)(a), (f), (i)

[5] 5/23 Proposed Regs 118(105)(i)(g)

[6] Regulators provide eight examples of non-True Parties. These are persons for whom the licensee is a minor part of its overall business activity: a real estate broker, a landlord, a branding or staffing agency, a bank, a passive investor, a consultant; and, someone with a right to receive smaller sums of money (a bonus or commission that doesn’t exceed 10% of a licensee’s gross revenue; consultants earning less than 10% of gross revenue, 50% of net profit, or $250,000 annually (5/23 Proposed Regs 118(ii)(b),(d),(e)).

[7] 5/23 Proposed Regs 118(76).

[8] See 5/23 Proposed Regs 123.3(f); 123.5(i); 123.9(j)

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PsychedeLinks is a curated selection of top news stories impacting business, research, and culture in the psychedelics ecosystem, crafted by Emerge Law Group’s groundbreaking Psychedelics Group.

 Emerge’s Hot Take

 Other Noteworthy News

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Authors: Jay Purcell, Shareholder; Duncan Delano, Shareholder; Natalie Diaz, Law Clerk

At a meeting on May 11, 2023, the New York Cannabis Control Board circulated new proposed regulations, for Sections 118, 119, 120, 121, 123, 124, 125 and 131 (5/23 Proposed Regs). The May proposals are updates to regulations proposed in December 2022 (12/22 Proposed Regs). Unfortunately, New York did not circulate a redline showing what’s revised in the proposals. Here’s the redline (Redline May-23 x Dec-22).

There are some major updates in here, especially On-Site Consumption; Goods/Services Agreements, Undue Influence, and Municipal Regs. We’ll circulate an analysis of the Proposed Regs shortly.

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CannaBeat is a curated biweekly selection of top news stories impacting business, research, and culture in the cannabis industry, crafted by Emerge Law Group.

Emerge’s Hot Take

Regulators and Advocates Discuss Next Steps for Marijuana Interstate Commerce

It’s been almost 30 years since California legalized medical cannabis, and since then 40 states and the District of Columbia have some form of cannabis legalization (medical, recreational, or both). The Federal government continues to slowly work its way through which approach to take – full decriminalization versus legalization; and then in the meantime work on social equity and providing banking access. Certain states are making moves to prepare for the next step of the industry – interstate commerce. Each of the three West Coast states – California, Oregon, and Washington – have enacted legislation to allow for interstate commerce contingent on the U.S. government legalizing cannabis or allowing for such transactions without federal interference.

The restriction on the cannabis market to stay within state lines has been especially hard on the west coast states that are known for their cannabis and cannabis products. General Counsel for the Department of Cannabis Control in California said “that restricting marijuana markets within state lines is economically unattainable.” He further describes how the situation is analogous to other industries,

“If the Michigan auto industry could only sell cars to people in Michigan, or Florida orange growers could only sell oranges to people in Florida or if the California wine industry could only sell wine to California, I’m not sure that each of those would be a viable legal industry.”

It’s likely that the aforementioned products would not be known as absolute staples in their specific industry if restricted in such a way that most consumers didn’t have access to the specific products from that region. It could be argued that the Emerald Triangle is known as a place for top shelf artisanal cannabis because prior to legalization the product was able to reach a broader consumer market. The Federal government is dragging their feet on this issue but States are not waiting, and rather working to bring the industry in to the next phase, the next era of the legal cannabis market.

Other Noteworthy News

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PsychedeLinks is a curated selection of top news stories impacting business, research, and culture in the psychedelics ecosystem, crafted by Emerge Law Group’s groundbreaking Psychedelics Group.

 Emerge’s Hot Take

 Other Noteworthy News

Subscribe

Subscribe to PsychedeLinks to receive essential biweekly articles on news, business, and culture in the psychedelics industry, delivered straight to your inbox.

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FRANCHISE LAW

Franchisors

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:

Franchisees

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.

MERGERS AND ACQUISITIONS

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:

CANNABIS INDUSTRY

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.

PSYCHEDELICS

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.

TAXATION

CORPORATE AND PARTNERSHIP TAX

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

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.

TAX CONTROVERSIES

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

REAL ESTATE TRANSACTIONS

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

LAND USE

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.

LITIGATION AND ALTERNATIVE DISPUTE RESOLUTION

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.

 

INTELLECTUAL PROPERTY

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:

TRADEMARK

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

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

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.

PRIVACY

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

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:

FINANCIAL INSTITUTIONS

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:

EMPLOYMENT LAW

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:

CORPORATE FINANCE AND SECURITIES

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.

COMPLIANCE AND LICENSING

ALCOHOL AND BEVERAGE INDUSTRY

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.

CANNABIS INDUSTRY

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.

PSYCHEDELICS INDUSTRY

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.

BUSINESS AND CORPORATE

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.

ENTITY FORMATION

Our team routinely advises clients regarding:

CORPORATE GOVERNANCE

Emerge attorneys also advise on-going concerns with: