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Ballot Measure 91: Guide to July 2015

Beginning July 1, 2015, Ballot Measure 91 will allow Oregon residents 21 years and older to possess, grow, and transfer cannabis. The rules are as follows:

1. Adults can possess up to eight ounces of marijuana in their homes, but may only possess up to an ounce of marijuana in public areas.

2. Individuals may not consume marijuana in public or while driving. This is true currently as well.

3. Persons over the age of 21 may also gift marijuana based on the following limits: an ounce of marijuana, 16 ounces of solid marijuana products, or 72 ounces of liquid marijuana products.

4. Adults over 21 may also cultivate up to four marijuana plants in their homes. However, these plants may not be visible to the public.

*This plant cultivation limit applies to households, not to individual persons. For example, four adults over the age of 21 may not grow four marijuana plants each for a total of 16 plants, but can only cultivate four total plants per the household.

5. Though adults can lawfully purchase marijuana extracts from licensed facilities, one important caveat of Measure 91 is its prohibition against homemade cannabis extracts. Specifically, no person can produce, process, keep, or store any homemade marijuana extracts. Furthermore, the home extract production using butane, hexane, and alcohol is prohibited.

6. As far as where adults may legally purchase recreational marijuana, Senator Ted Ferrioli is currently working on legislation that would temporarily allow medical marijuana dispensaries to sell retail marijuana beginning July 1, 2015. This concept is attached to Senate Bill 844 otherwise known as the OLCC technical bill.

While the amendments to SB 844 would potentially provide people a place to legally buy recreational marijuana, it is more likely that the state retail licensing system will not be active until sometime in 2016—meaning customers will not have any licensed dispensaries available until that time.

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MBank to abandon cannabis industry banking

MBank announced today that it will close all of its accounts with marijuana businesses in the next few months. The bank cites a lack of capacity and resources to service the demand as the reason for the closures, despite marijuana businesses paying sizable application fees and up to $1,000 per month in monitoring fees.

The news comes months after MBank announced plans to begin serving Colorado marijuana businesses and then suddenly changed its mind, saying the small Oregon bank did not have the infrastructure to handle the overwhelming demand for its services.  The Denver Post reported that federal regulators were behind the change of heart in Colorado.

MBank was the only bank in the State of Oregon providing banking services to the cannabis industry, and has approximately 70 marijuana-related businesses as customers. The bank will issue 60-day notices to its cannabis clients to let them know it will not longer offer banking services. That leaves many cannabis businesses back to dealing exclusively in cash, which creates administrative and security issues.

All banks are subject to federal laws including but not limited to the Bank Secrecy Act (BSA), which is administered by the Financial Crimes Enforcement Network (FinCEN), a division of the Department of Treasury. Under the BSA, banks must report to the federal government any suspected illegal activity, including transactions associated with marijuana businesses. FinCEN issued guidelines in February 2014 for banks that set extensive requirements for financial institutions to meet if they want to offer bank accounts to marijuana businesses. The regulatory expectations are quite high and require a great deal of resources, including due diligence prior to setting up accounts and ongoing monitoring of accounts once opened. The guidance has not provided comfort to the majority of the banking industry, and may have proven to be not viable for one of the few banks that was willing to enter into the cannabis space.

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Ballot Measure 91 and the OLCC: Who’s who in implementation

Before fully understanding the upcoming regulation schemes for recreational marijuana in Oregon, it is important to recognize the individuals responsible for implementing Measure 91 and determining the regulation process. Here’s the breakdown:

Tom Burns, appointed as the Oregon Liquor Control Commission’s (OLCC) Director of Marijuana Programs, is the lead policy person, outside the commission, in charge of executing Measure 91. He previously supervised the implementation of Oregon’s medical marijuana dispensary program. In addition, he has served as the Director of Pharmacy Programs at the Oregon Health Authority (OHA) and has over forty years of state government and policy experience. This experience includes serving as a longtime policy advisor to California Republican lawmakers. Burns has also worked as a pharmaceutical industry lobbyist and GlaxoSmithKline’s vice president for state government affairs.

The OLCC Commissioners will be working closely alongside Burns in implementing Measure 91. Members of the OLCC Commission include Commission Chair Rob Patridge and Commissioners Robert Rice, Pamela Weatherspoon, Marvin D. Révoal, and Michael E. Harper, Sr. The Board of Commissioners’ different experiences will all impact the implementation of Measure 91 and regulation of recreational marijuana.

Chair Patridge: Born and raised in Oregon, Commission Chair Patridge currently serves as Klamath County’s District Attorney. His prior experience includes serving as the President of the Medford City Council, Deputy District Attorney in southern Oregon, and three terms as Medford’s State Representative. Commission Chair Patridge also served as General Counsel for U.S. Congressman Greg Walden and for the Rogue Valley Manor/Pacific Retirement Services.

Commissioner Rice: A Portland restaurant owner, represents the 1st Congressional District and hospitality industry. He has also served as a board member for Associated Oregon Industries, National Restaurant Association, and Liberty Northwest Companies. Commissioner Weatherspoon, representing the 3rd Congressional District, works with Community Relations for Randall Children’s Hospital at Legacy Emanuel and Legacy Emanuel Medical Center.

Commissioner Weatherspoon: Born in southern California and raised in southern Oregon, Commissioner Weatherspoon has remained an active participant in the community through her work with the Make it Better Foundation for the Portland Trail Blazers, the Big Brothers Big Sisters program, and the Oregon Association of Minority Entrepreneurs.

Commissioner Revoal: Representing the 4th Congressional District, Commissioner Révoal, a former police officer, is now the owner of Senior Principal of Pacific Benefit Planners. His other previous experience includes business leadership relating to board development, strategic planning, and continuation planning for nonprofits and private businesses.

Commissioner Harper: A former basketball player and now assistant coach of Lewis & Clark College’s basketball team, Commissioner Harper has been with the OLCC for almost four years. In addition to working as an agent with State Farm Insurance for more than 20 years, he has also served on the Oregon Commission on Children and Families and Oregon Mortuary and Cemetery Board.

In beginning the implementation and regulation process, the OLCC has organized a Marijuana listening tour, which has taken place and continues to take place throughout the state. These listening sessions began in Baker City on January 22, 2015 and will conclude in Newport on March 11, 2015. Additional cities with meetings have included Pendelton, Salem, Eugene, Ashland, Klamath Falls, Bend, Tigard, and Clackamas. These meetings are designed to encourage residents to provide feedback and input regarding marijuana regulations specifically focused on the production, processing, and sale of marijuana for recreational purposes.

In its attempt to remain informed about the potential impacts of the recreational marijuana market, the OLCC also recently released a report on marijuana consumption. The report indicated that heavy marijuana consumers are likely to stay away from the retail market and instead remain with current sources such as the black market or the medical marijuana program. This represents a main challenge for the recreational market, as one focus is to deter marijuana users away from the illicit market.

Accordingly, this month’s OLCC meeting focused primarily on discussing recreational marijuana legalization with potential votes on budget and policy priorities. Additional topics of discussion will include a legislative update and the formation of a rules advisory committee. The main job of this committee will focus on developing regulations focused on all elements of the recreational marijuana market.

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280E and Oregon Cannabis Business: What is a trade or business?

Section 280E – not so simple after all

Despite what your eyes are telling you, “trade or business” is actually one word; but “trafficking,” means just that. Section 280E essentially provides that a cannabis business may not deduct its expenses. However, a close look at its language reveals surprising complexity.

If your business has anything to do with cannabis, it might be subject to Section 280E of the Internal Revenue Code. How can you tell if your business is subject to IRC § 280E? You consider whether it meets the following two elements of the statute:

Is your business a “trade or business” under the Internal Revenue Code and
Do the activities of that business include prohibited trafficking.

The term “trade or business” is a defined term under U.S. and Oregon tax law. The term essentially means any collection of activities engaged in with regularity and continuity with a profit motive. A business will not be a “trade or business” if there is not some activity engaged in with regularity and continuity. Consequently, the business of renting a warehouse to a cannabis grower would not generally be subject to Section 280E, but the business of delivering medical marijuana to patients would be.

What does that mean? It means that a landlord, even a landlord knowingly renting to a cannabis business, should be able to deduct expenses relating to his or her real property (buildings and land). Why? Because the landlord, while clearly being “in business” is not engaged in a “trade or business.”

Even if there is sufficient activity for a business to rise to the level of a “trade or business,” that business will only be subject to Section 280E if the activities of that business include prohibited trafficking. What is prohibited trafficking? That is actually a great question, and not one your tax professional is necessarily able to answer.y

A quick search of the internet under Section 280E and Oregon will reveal a range of articles, including blog posts, suggesting that “trafficking” under Section 280E is a term with vague and unspecified meaning under the Internal Revenue Code. That is not so. Rather, the Section 280E incorporates federal and state criminal law by reference.

That is why it is important to work with experienced Oregon cannabis attorneys, familiar with principles of U.S. and Oregon income tax law, to determine whether your business is subject to Section 280E of the Internal Revenue Code.

 

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280E and Cost of Goods Sold: Can’t win for losing

Cost of Goods Sold.  Deductible or not deductible?  That is the 280E question.
Section 280E of the Internal Revenue Code disallows many expense deductions for most Oregon cannabis businesses.  It is well known that Section 280E creates a significant handicap for a cannabis business when compared to its non-cannabis brethren.  However, a cannabis grower or a dispensary owner coming terms with their tax liabilities will eventual learn about “cost of goods sold” and its promise of deductible expenses.  
 
What is “cost of goods sold?”  
(COGS) is an accounting concept, also existing under U.S. tax law, that approximates the cost of inventory sold during the year.  Its purpose is to match the cost of inventory to the year in which the inventory is sold.  
Under generally accepted accounting principles (GAAP), the so-called “matching” of expenses to revenue is necessary to accurately reflect the income of an inventory business.  Without that matching, income of a business could vary significantly from year to year, depending on inventory levels, making it difficult to gauge the health of the business.    
 
COGS takes on greater significance in the Section 280E context because of its place in the calculation of income under U.S. and Oregon tax law. Rather than being just another deduction disallowed by Section 280E, COGS is technically an adjustment to income.  Thus, Section 61 of the Internal Revenue Code, and the Treasury regulations under that provision, state that “gross income” for tax purposes is actually gross receipts minus COGS. 
Clearly this is a complicated process and requires coordination with expert. At Emerge we are very careful to recommend and connect people in the Oregon cannabis industry with accountants who are well versed in 280E and Cost of Goods Sold. In an environment extremely unfriendly to cannabis businesses effectively tracking and reporting COGS can have a significant impact on the survival of your business.
An Oregon cannabis lawyer can provide assistance to a cannabis business and its accountants exploring the use of beneficial rules in this area.
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Ballot Measure 91 and Local Taxes: Extended version

 “I tell ya I don’t get no respect. No respect at all.”

 rodney

If Sections 42 and 58 of Ballot Measure 91 were able to talk during the 2014 political campaign, this is what they might have said. These Rodney Dangerfield-like provisions were not merely ignored by dozens of city councils who “preemptively” adopted ordinances that taxed recreational marijuana. The provisions were expressly acknowledged by the city councils, and then duly ignored. Ouch.

To refresh everyone’s memory, here’s what these fine provisions (which were copied verbatim from Oregon’s current liquor statutes) have to say for themselves.

Section 42. State has exclusive right to tax marijuana. No county or city of this state shall impose any fee or tax, including occupation taxes, privilege taxes and inspection fees, in connection with the purchase, sale, production, processing, transportation, and delivery of marijuana items.

Section 58. Marijuana laws supersede and repeal inconsistent charters and ordinances. Sections 3 to 70 of this Act, designed to operate uniformly throughout the state, shall be paramount and superior to and shall fully replace and supersede any and all municipal charter enactments or local ordinances inconsistent with it. Such charters and ordinances hereby are repealed.

Could these provisions be any clearer? What kind of legal analysis would cause anyone to think that a local tax might be “grandfathered in” if an ordinance was adopted before Election Day? Don’t the words “replace,” “supersede,” and “repeal” expressly contemplate preexisting ordinances?

The political analysis seemed to be just as sophisticated. As far as I could tell, it boiled down to something like this: “Well it’s probably not going to work, but everybody else is doing it, so let’s just do it too.”

But hold on. Not so fast. There are always heroes, both major and minor, to every story. And one of my favorite moments in the campaign came from the Banks City Council when they were discussing the adoption of an ordinance that would have taxed recreational marijuana. “Essentially, this is posturing?” Councilor Rob Fowler asked. “Yes,” answered city attorney Dan Kearns.

I’m a sucker for straight talk, and so that made me smile.

But all of that was yesterday. Election Day has come and gone. The campaign is over, the votes have been counted, and the time for serious thinking and implementation is here.

And so, I thought, it might be helpful if everyone fully understood the two main themes of Ballot Measure 91.

The first theme is an adherence to the eight federal enforcement priorities regarding marijuana that are specified in the US Department of Justice Memorandum dated August 29, 2013 by Deputy Attorney General James M. Cole. These eight priorities, which are set forth in Section 1 of Ballot Measure 91, are as follows: (1) preventing the distribution of marijuana to minors; (2) preventing revenue from the sale of marijuana from going to criminal enterprises, gangs, and cartels; (3) preventing the diversion of marijuana from states where it is legal under state law to other states; (4) preventing state-authorized marijuana activity from being used as a cover or pretext for the trafficking of other illegal drugs or other illegal

activity; (5) preventing violence and the use of firearms in the cultivation and distribution of marijuana; (6) preventing drugged driving and the exacerbation of other adverse public health consequences associated with marijuana use; (7) preventing the growing of marijuana on public lands and the attendant public safety and environmental dangers posed by marijuana production on public lands; and (8) preventing marijuana possession or use on federal property.

All Oregonians, regardless of how they voted on Ballot Measure 91, should be in favor of these priorities. In that sense, and with respect to those priorities, we are all on the same side.

The second theme of Ballot Measure 91 is to minimize the illegal marijuana market to the greatest extent possible. This is perhaps implied by the Cole Memo, but I think it deserves its own special emphasis, as minimizing the illegal market is, in my opinion, one of the primary means by which Oregon can accomplish the goals in the Cole Memo. (Note that it could be that said that Washington’s Initiative 502 adheres to the enforcement priorities in the Cole Memo. However, I think few would say that Initiative 502 was drafted in a way to minimize the illegal market to the greatest extent possible.)

To minimize the illegal market, private businesses should be incentivized to enter, and remain in, the regulated market. Likewise, adult consumers should be incentivized to purchase marijuana from licensed retailers rather than from an illegal non-taxpaying dealer.

Now, it should go without saying that the tax structure in any marijuana regulatory scheme will play a vital role in minimizing the illegal market. After consulting with national tax policy experts, and after examining different hypothetical tax models for marijuana, we adopted five tax philosophies for Ballot Measure 91: (A) tax as early as possible in the distribution channel; (B) tax by weight rather than by price; (C) remain watchful with respect to how the illegal market responds to the legal market; (D) remain flexible in responding to the illegal market; and (E) ensure that the State is the sole taxing authority.

A cohesive tax policy that can compete with and respond to the illegal market will be virtually impossible if dozens of local jurisdictions are able to continually and sporadically impose different and uneven taxes.

There may come a time at some point in the future when matters stabilize to such a degree that the illegal market is no longer of any practical consequence. However, until then, the Oregon legislature and the various city councils that adopted marijuana tax ordinances should respect the will of the majority of Oregon voters by not amending, and by following, the clear language and intent of Sections 42 and 58 of Ballot Measure 91.

Specifically, the Oregon legislature should resist amending these sections during the 2015 and 2016 legislative sessions. The city councils that adopted the ordinances should repeal them, or at least suspend them while Ballot Measure 91 is given a chance to be implemented in accordance with its terms. A city council that seeks to impose a marijuana tax in clear violation of Sections 42 and 58 of Ballot Measure 91 will collect nothing and will simply waste time, money, and energy defending a lawsuit that cannot be won.

Naturally, the desire to raise tax revenues from a new source is tempting. However, Ballot Measure 91 already distributes tax revenues to cities, counties, schools, law enforcement, and mental health, alcoholism, and drug services. Let’s call that good enough for now. Because in the long run, minimizing the illegal market sooner rather than later will result in more tax revenues for everyone.

Ballot Measure 91 provides the State of Oregon and every local government with a unique opportunity to implement a new policy and to create something of lasting value, while at the same time promoting public safety and a more sophisticated dialogue concerning the subject of marijuana. Imagine the pleasant surprise and pride that current and future Oregonians might feel if all areas of state and local government are able to cooperate, execute, and perform in a constructive manner and successfully implement Ballot Measure 91. If such a thing were to happen, more than one future Oregon voter might have reason to say: “I gotta tell ya. You earned my respect.”

You can read the published version in the Oregonian.

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Why Networking is Important For a Cannabis Business

Emerge Law Group is headed to Vegas today for the MMJ Business Daily Conference and the NCIA 4th anniversary dinner.

We will be there with hundreds of other cannabis professionals networking, sharing stories and celebrating our victory with Ballot Measure 91 in Oregon. We will also be reaching out to the people who have gone through the legalization process in Washington and Colorado to see what worked and what didn’t from an internal policy-making experience.

We will also be meeting other dispensary owners, growers and entrepreneurs from around the country who are working to make this industry great. These events are always fun and worthwhile.​

If you are a canna-business, either established or just in the planning stage, these events are a great opportunity. Even though this country seems vast and it may appear that legal markets are already getting full, we are still a very, very small community. We can help each other learn and grow. We can provide support to each other and view our fellow travelers as allies and partners instead of competition.

While it might be too late for you to hop on a plane to Vegas (is it ever really too late to hop a plane to Vegas??) there are other great events coming up including the next ICBC, International Cannabis Business Conference, in San Francisco February 15th and 16th.

Take the time to come to these events and conferences. Meet everyone, share a drink or coffee and a story. We can make the cannabis industry in Oregon, and across the country, stronger with our collaboration and communication.

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How To Start a Cannabis Business in Oregon Post BM91

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Now that Ballot Measure 91 has passed many people who have been waiting on the sidelines are feeling more comfortable moving forward with starting their cannabis business in Oregon. But, because rule-making won’t start for many months, and there is still a 2015 legislative session to get through, how do you do it?

Below are a number of issues to consider if you are ready to start your cannabis business now:

– The Oregon Medical Marijuana Act still applies. https://www.oregonlegislature.gov/bills_laws/lawsstatutes/2013ors475.html

– Because OMMA still applies we are a reimbursement state for all cannabis until July 2015 and still a reimbursement state for medical even after recreational becomes operative- until the legislature modifies that language during the 2015 legislative session

– If you plan to open your cannabis business in Oregon before the licensing process is done you will be operating under the existing laws. That means if you are a dispensary you are applying for a license under House Bill 3460, if you are a grower you are finding patients and growing for them under the OMMP and if you are a processor or making edibles you are continuing to operate in an almost unregulated environment.

– There are lots of things we don’t know yet which makes some decisions risky. These things include zoning for grows, local regulation of time, place and manner, whether a medical dispensary can become a recreational one, if grows and processing can be in the same location and many more. Some of you will make good bets and some won’t and we will wind up fighting about it. Consider this a period of transition.

– We don’t know if the Oregon legislature, which meets for the first half of next year, will make serious statutory changes to Ballot Measure 91. While they have been typically resistant to overhauling a measure the voters just endorsed, it may very well happen. There are a lot of interests at play and there are likely to be at least a few unexpected changes.

Here’s what we do know about Ballot Measure 91 and the recreational cannabis market:

– There will be four licenses. Those are producer, processor, wholesaler and retail. Producers are growers, processors are packagers and labelers, edible makers and people making extracts and concentrates. Wholesale licenses are like beer and wine distributers. This license should cover transportation, brokers and cannabis reps. Retail licenses will be issued to storefronts.

– Taxes are paid at the grower level. Growers will pay $35 per ounce on flower, $10 per ounce on trim or leaf and $5 per immature plant. That’s it. Oregon has no sales tax and no additional excise tax. Many cities and counties are trying to pass additional taxes but the language of Ballot Measure 91 strictly prohibits that (this may very well be a statutory change that happens at the legislative level).

– There is no residency requirement. That means a 100% open market that is not unfriendly to out of state investment.

– This will not dismantle the medical marijuana system in Oregon. That language is in the Ballot Measure and was intended to prevent that from happening through rule-making or the legislative process. Whether the medical market eventually disappears on it’s own is another post.

– There are no limits in the Ballot Measure as to the number of licenses or the size of a grow facility.

– The Ballot Measure makes it very difficult for local jurisdictions to opt-out and ban facilities. In 2014 the Legislature allowed temporary moratoriums on dispensaries through Senate Bill 1531. While they could do that again, it seems unlikely due to the strong language in the Ballot Measure.

– There is going to be an intense rule making process that will take many months. Who will be involved in that is still an unknown. It will likely look like an expanded version of the HB 3460 process. You can watch what that looked like here: https://www.oregon.gov/oha/mmj/Pages/rules.aspx

– Ballot Measure 91 is a relatively simple measure even though it’s a long read. It essentially gives the OLCC  the power to promulgate rules and regulate the cannabis market in Oregon. OLCC has already put up a website and you can subscribe for updates. https://www.oregon.gov/olcc/marijuana/Pages/default.aspx

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While there are many unknowns, this is great time to become an owner of a cannabis business in Oregon. If you want to talk about the upcoming changes or are ready to get started please contact us at Emerge Law Group, we can help.

You can read the full text of Ballot Measure 91 here:

 https://ballotpedia.org/Oregon_Legalized_Marijuana_Initiative,_Measure_91_(2014),_Full_text_of_measure,

 

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280E and Your Business: An Oregon Cannabis Lawyer’s Perspective

Support for the ongoing planning process that is managing a business is a big part of why a marijuana business can benefit from a good relationship with its CPA. If having an accountant is new to you, think of him or her as someone that can provide you with an extra set of eyes and ears for your business. The process of checking in with your accountant regularly should help you anticipate financial and tax problems before they threaten to disrupt your business or personal finances.

280E

Two potential threats to Oregon medical marijuana businesses came to mind when I saw this article published by USA Today: https://www.usatoday.com/story/news/nation/2014/11/03/irs-limits-profits-marijuana-businesses/18165033/

The first is the difficulty of managing reimbursements for a tax liability that may not be calculated until the following year. The second is the ongoing drag on a business that is struggling to pay off back taxes in its second year of operation.

Under The Oregon Medical Marijuana Act (“OMMA”), a medical marijuana business is generally permitted to accept reimbursement for its normal and customary costs of doing business. Presumably that includes taxes.

But, how is reimbursement of tax expense to occur if the taxes (1) are not paid on an ongoing basis and (2) are not even known in amount until the tax return is prepared the following year? It appears that to comply with OMMA, the tax compliance process may need to to be a year-round endeavor. An Oregon medical marijuana business should engage its accountant to help it juggle the sometimes conflicting requirements of the reimbursement model and the Internal Revenue Code.

The business owner mentioned in the USA Today article apparently operated his business at a financial loss in its first year and discovered he was deemed to be profitable under the Internal Revenue Code. As a result, he owed $20,000 of income tax for a business that lacked the cash to pay it. Given the amount owed, it is not surprising he is paying that tax over time (it appears he entered into an installment arrangement with the IRS). However, he would presumably rather use the money to pay his current year tax liability or, better yet, use it to help grow his business.

This article is a cautionary tale, for sure. An Oregon cannabis lawyer, specifically a tax attorney, can help guide you through this process. Knowing up front your tax liability and potential pitfalls can help your cannabis business in Oregon avoid outstanding liability and the ultimate failure of your cannabis business.

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Oregon Ballot Measure 91, better than Washington I-502?

 

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As we get closer to the November election and the potential (likely?) passage of Ballot Measure 91 in Oregon, the most common question we hear asked is, “what is recreational marijuana in Oregon going to look like?”. That question is almost always closely followed by people asking if the recreational licensing and implementation process is going to be like Washington’s I-502 process.

As one of two states with recreational cannabis use, Washington should be a leader in how to implement, and build, a legal cannabis market. But, it’s not. Here’s a pretty great article about some of the big issues. https://www.inlander.com/spokane/more-money-more-problems/Content?oid=2358747 

From problems with under-production to the creation of a new black market, Washington’s I-502 has been a marginally successful program. 

We recognize that every state will have it’s growing pains, but we are very hopeful that Oregon’s legal cannabis market will look and feel different. 

The Seattle Times, in this article https://seattletimes.com/html/localnews/2024709004_oregonmarijuanameasurexml.html lays out some of the fundamental differences between the two states.

Here are a few of our predictions how Oregon will be different, and better:

1. Medical dispensaries in Oregon will be allowed to continue to operate and, if they choose, also get licensed to be recreational dispensaries.

2. Our taxes will be lower. I mean WAY lower. This will prevent the black market from regaining a foothold in Oregon.

3. Oregon will have learned from Washington and license cannabis cultivation facilities before new retail facilities.

4. We will not start from scratch for cultivation. This means that, hopefully, Oregon will allow an opportunity for cannabis cultivation facilities supplying the existing legal dispensary market to apply for a recreational license. This would ensure no lapse in cultivation.

5. We are very hopeful that the OLCC will not limit the number of licenses. Without limits a true free market cannabis economy can develop.

There has always been a rivalry between Washington and Oregon, Portland and Seattle, and, if Ballot Measure 91 passes, we are going to guess that Oregon is poised to be the leader in a sensible recreational cannabis market.

 

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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: