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You are invited by the Craft Beverage Industry Group (C-BIG) to join us and our network of craft beverage business owners, industry advisors, and professionals for our December Social at Backwoods Brewing in the Pearl District!

Wednesday, December 14, 2022
5:00 pm – 7:00 pm Pacific Time
Backwoods Brewing Company
231 NW 11th Avenue
Portland, OR 97209

Co-founded in 2015 by Emerge Law Group shareholder Russ Rotondi, C-BIG hosts industry-focused events to help educate, grow, and sustain the craft beverage industry in the Pacific Northwest.

We look forward to gathering for industry content, quality networking, and beverages. Emerge welcomes guest speaker Tony Bash, Owner and CEO of El Hempe. An internationally recognized marketing expert, Mr. Bash has successfully created brands & new products for existing companies, staffed entire organizations, re-tooled businesses, and has been a part of two teams that have raised more than $70 million dollars.

Join the team at Emerge Law Group and other industry operators and insiders for this great networking opportunity!

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Authors:
Alex Berger, Attorney at Emerge Law Group
Kristin Stankiewicz, Senior Counsel at Greenspoon Marder

The Oregon Liquor and Cannabis Commission (“OLCC”) periodically updates its recreational marijuana rules, often just to fix technical errors or clarify existing rules. But sometimes those rule changes can profoundly impact the marijuana business.   OLCC’s current draft rule updates propose changes that, if adopted as written, may significantly impact the industry in ways that could be bad for business.  We discuss below the proposed rules that we think may be the most disruptive for the industry.

Conditional Approval Required for Changes to Business Structure – OAR 845-025-1165(3)

OLCC’s current rules allow a marijuana licensee to add or remove any individual who qualifies as an “applicant” (such as certain equity investors) at any time by simply notifying OLCC before the fact. Then, if OLCC finds the added applicant to be unlicensable, the licensee may remove them from its business structure.  Because the current rule allows a licensee to add equity investors immediately, without having to wait for OLCC approval, it has been a life-saver to the industry, which, especially now, needs investment more than ever.

OLCC now proposes to eliminate this rule and require licensees to obtain “conditional approval” prior to the addition or subtraction of an individual applicant.  If adopted, this rule would be a step backward, causing delays for businesses trying to add capital or make management changes.  In years past, before adopting the current rule, OLCC could take six to nine months (or longer) to approve new applicants, slowing licensees’ ability to change and adapt to the market.  Reverting to a pre-approval system, even just “conditional approval,” could again delay capital raising for an already hobbled industry.

Prohibition on “Operating a Licensed Business” Pending a Change of Ownership – OAR 845-025-1170(3)

This draft amendment would prohibit a proposed buyer from “operating” an OLCC-licensed business until the OLCC approves the buyer’s change of ownership application.  Currently,  change of ownership approval can take anywhere from 30 to 90 days. Under the current rules, a buyer may assist with the seller’s business operations so long as buyer and seller comply with applicable OLCC disclosure rules.

Though it’s not entirely clear from the amendment’s language, the proposed rule may inhibit a buyer’s opportunity to work with a seller in the period leading up to a change of ownership. We see no reason that a buyer should not be able to assist the seller in operating its business so long as that person or entity has first been disclosed to OLCC through the standard change of business structure notification process.  Again, this change appears to be a step backwards from OLCC’s current, streamlined licensing approach, and, if adopted, could disrupt purchase and sale transactions and smooth transitions from sellers to buyers in an already volatile marketplace.

Major Changes to OLCC “Combo” Change of Ownership and Location Actions – OAR 845-025-1170(6)(a)

Currently, OLCC allows a recreational marijuana licensee to submit simultaneous change of ownership and location applications, in what the OLCC calls “combo” actions.  Combo actions allow a licensee to sell an OLCC-licensed business to a buyer who can simultaneously move the business to a new location.  This proposed rule would condition a combo action on the seller first requesting to surrender its license before the OLCC assigns the change of ownership application to an investigator.  And the amendment specifically states that OLCC will process the seller’s license surrender even if the change of ownership process is not ultimately completed, which would leave the seller without a license if the sales transaction falls through.  Such a change could reasonably eliminate most, if not all, combo actions, because the seller risks losing its license if the sale doesn’t close.

Regardless of OLCC’s intent, if adopted, the rule may only serve to undermine the efficient sale and purchase of licensed businesses.  To avoid losing its license, a seller would either need to complete a change of ownership first and then a change of location, or vice versa, each of which requires 30-90 days of wait time.  And doing separate change applications would increase the necessary documentation and assumed legal risk (such as entering into a lease at a location where a seller or buyer does not intend to operate).  Of all the new proposed rules, this one may have the most significant impact to OLCC-licensed businesses, and frankly, would likely create significantly more work for OLCC.

Potency Audits and Relabeling Requirements – OAR 845-025-5760(4)

Current rules permit OLCC to require a licensee to submit any of its products to OLCC audit testing.  However, this proposed rule would allow OLCC to require the batch of product to be relabeled at the cost of the licensee if audit testing reveals a “statistically significant difference” in potency (THC/CBD) results from the initial compliance test. OLCC estimates that such relabeling could cost a licensee $10,000-$30,000, though the actual cost would depend on many factors including batch size, labor costs, supplies, etc.

This proposed amendment would effectively permit OLCC to penalize producer, processor, or wholesaler licensees for a lab licensee’s inaccurate potency test results.  In other words, even if a licensee complies with all testing rules, the OLCC may effectively impose a civil penalty on that licensee, which has not committed any violations, if a laboratory provides that licensee with inaccurate potency numbers.

Further, this proposed amendment presupposes audits of fully packaged and labeled products, including, presumably, those products already on retail shelves and available for purchase.  Auditing products when they are already available to the public seems to undermine the point of audit testing in the first place – to protect the public.  Also, from cost and logistical perspectives, audit tests performed after product distribution would necessitate that product’s recall and collection prior to relabeling.

To address these issues, the OLCC could craft a rule in which it conducts audit testing immediately after, or in conjunction with, compliance testing, so that the licensee can label it accurately the first time around.  Crafted that way, the rule would better protect public safety while sparing producer, processor, or wholesaler licensees from penalties based on a lab’s inaccurate results.

Clarification on Retailer Walk-Up and Drive-Through Windows– OAR 845-025-1300(1)(g)

Current OLCC rules regarding retailer deliveries to customers outside the licensed premises seem to conflict in some ways. The rules have always prohibited the delivery of marijuana through walk-up or drive-through windows. At the beginning of the pandemic, however, the OLCC adopted temporary rules to allow the on-site delivery of marijuana within 150 feet of a licensed premises.  These rules became permanent and have been good for retail customers who want a contactless purchase experience.

Under the current rules, retail staff can simply bring the order out to a customer’s car parked within 150 feet of the licensed premises but cannot sell products through a walk-up or drive-through window. To resolve this conflict, OLCC’s proposed amendment removes the prohibition against walk-up windows, but not drive-through windows. Given that retailers may already deliver to customers in cars nearby, the continued prohibition against drive-through windows seems illogical and may prevent retailers from maximizing their efficiency.

Categorization of Rule Violations, Generally

The proposed rule amendments add categories for rule violations that were previously uncategorized.  This is a positive change insofar as it provides certainty for licensees regarding the penalties for different types of rule violations.  However, some arguably minor violations, including some that pose no threat to public safety, carry fairly stiff penalties under the proposed amendments.

For example, pursuant to the draft amendments, the failure to notify OLCC of a temporary business closure lasting 30-days or longer would be a Category III violation (OAR 845-025-1160(5)(a)). Category III violations are considered “violations that create a potential threat to public health or safety,” and OLCC would typically impose a $2,500 fine or a 10-day license suspension for the first violation in a 2-year period. Notably, “temporary business closure” is undefined, so a licensee may not know when it is in violation of this rule.  Other proposed Category III violations include failure to notify OLCC of change in an applicant’s contact information, and failure to notify OLCC of disciplinary action by another governmental entity (such as a county or city) (OAR 845-025-1160(5)(a)).

Have Your Voice Heard!

The above examples, though significant, represent only a fraction of the proposed amendments.  We encourage all OLCC licensees to read these proposed rule changes and let OLCC know what you think about them.  OLCC has scheduled a public hearing on the proposed rules on October 25, 2022 from 10am-11am, and you can provide testimony virtually at that time by visiting the listed event here under the “Recreational Marijuana” meeting schedule:  .

You can also provide feedback to OLCC by sending in written comments to the proposed rules by October 31, 2022, at noon.  Comments should be emailed to OLCC Rules Coordinator Nicole Blosse at nicole.blosse@oregon.gov.

Please do not hesitate to reach out if you have questions or need guidance regarding these proposed rule changes.

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Two major events relating to the Oregon Psilocybin Services Act are right around the corner.  First, the Oregon Health Authority will be releasing the next version of the proposed rules by November 1, 2022.  The OHA released the initial draft of the rules on September 1, 2022 and hosted a series of Rules Advisory Committee meetings during the month of September.  There have been many suggested revisions to the OHA’s initial draft of the rules and it will be interesting to see how the OHA responds.  Second, Election Day is on November 8, 2022.  Voters in many Oregon jurisdictions will be deciding whether their jurisdiction should prohibit or allow OHA-licensed psilocybin businesses.  The current status of Oregon’s jurisdictional “opt-outs” can be found on our Local Jurisdiction Tracker.  Organized “reject the ban” campaigns are occurring in Deschutes County, Jackson County, and elsewhere, and the Local Jurisdictional Tracker is sure to change after Election Day.

Emerge Law Group is continuing its FREE virtual event series “Deep Dive Into the Oregon Psilocybin Services Act“!

Session 9:  OHA Rules and Election Day Results

Join us on:

Thursday, November 10, 2022
4:00 pm to 6:00 pm Pacific Standard Time
via Zoom

 

REGISTRATION LINK HERE.

We will discuss our “Preliminary Major Takeaways” from the next version of the OHA’s draft rules and also the post-Election Day jurisdictional “opt-out” situation in Oregon.  The event will feature Dave Kopilak, Sean Clancy, Kaci Hohmann, Alex Berger, and Corinne Celko from our Psychedelics Industry Group.   As always, we will provide ample time for an extended Q&A session with attendees.

In the meantime, if you have any questions concerning the Oregon Psilocybin Services Act or any other laws involving psilocybin, entheogenic plants, or psychedelics in general, please contact us.

 

Event Recordings

If you couldn’t make it or would like to revisit any prior events, the video recordings are available on Emerge Law Group’s YouTube Channel.

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Author: Jake Cormier

As the markets for legal cannabis continue to expand nationwide, companies continue to develop new products to attract new customers in different commercial markets.  Long gone are the days when smoking cannabis was the only way to receive its benefits and options for consumption now include vaping and eating tasty sweets or gourmet foods.  And now the 30+ year-old craft beverage industry is crossing over with the cannabis space.

Beverage companies large and small are betting on continued growth in legal cannabis markets and also betting that the beverage consumer may look to replace (or at least compliment) alcohol consumption with THC and other cannabis-derived substances.  Large beverage companies such as Pabst and Constellation have developed non-alcoholic “beers” and replaced the alcohol with intoxicating cannabis extract.  Likewise, smaller THC-centric brewed beverage companies are also in start-up and growth mode.  New cannabis-derived beverage products range from dealcoholized beer and wine that contain THC, to craft beverages that use terpenes (flavorful botanical compounds found in cannabis and other plants) to flavor alcoholic drinks, to cannabis-infused seltzers flavored like tequila or gin.

So, some beverages taste like alcoholic drinks, but contain only THC and others contain alcohol, but include flavors associated with cannabis.  Notably, none of these beverages contain alcohol and THC due to the regulatory prohibition against mixing the two.  Producing such products can require navigating complex malt or cereal beverage-related regulations and cannabis regulations. Further issues include questions on how the body handles THC in drink form, how beverage manufacturers are formulating THC levels and dosing, and how the consumer will control consumption.  In other words, innovation in alcoholic and cannabis-infused beverages present exciting new consumption options, but also new risks and challenges.

Emerge has several craft beverage and cannabis regulatory attorneys eager to help clients bring new creative products to market in safe and compliant ways.

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You are invited by the Craft Beverage Industry Group (C-BIG) to join us and our network of craft beverage business owners, industry advisors, and professionals for a fall social at Oakshire Beer Hall in northeast Portland.

Tuesday, October 18, 2022
5:00 pm – 7:00 pm Pacific Time
Oakshire Beer Hall
5013 NE 42nd Ave
Portland, OR 97218

Co-founded in 2015 by Emerge Law Group shareholder Russ Rotondi, C-BIG hosts industry-focused events to help educate, grow, and sustain the craft beverage industry in the Pacific Northwest.

We look forward to gathering for industry content, quality networking, and beverages. Emerge welcomes OLCC Commissioner and long-time investor, advisor, and developer in the real estate and hospitality industries, Matt Maletis. Matt will discuss the craft beverage industry and take questions from attendees.

Join the team at Emerge Law Group and other industry operators and insiders.

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On September 1, 2022, the Oregon Health Authority released the second installment of draft rules implementing the Oregon Psilocybin Services Act.  The rules can be found here:  RULES LINK.  This long-awaited event marks a major milestone in the Act’s development period because it brings the anticipated regulations into sharper focus.

As noted in an earlier blog, we postponed our August 2022 “Deep Dive” webinar in anticipation of the draft rules.  And so, without further ado:

Emerge Law Group presents the next installment in its FREE virtual event series “Deep Dive Into the Oregon Psilocybin Services Act“!

Session 8:  OHA Rules (Part 2)

Join us on:

Thursday, September 8, 2022
4:00 pm to 6:00 pm Pacific Daylight Time
via Zoom

REGISTRATION LINK HERE.

We will discuss our “Preliminary Major Takeaways” from the draft rules, and we will be eager to hear everyone else’s feedback on them.  The event will feature Dave Kopilak, Sean Clancy, Kaci Hohmann, Alex Berger, and Corinne Celko from our Psychedelics Industry Group.   As always, we will provide ample time for Q&A with attendees.

In the meantime, if you have any questions concerning the Oregon Psilocybin Services Act or any psilocybin or psychedelics law in general, please contact our Psychedelics Industry Group.

Event Recordings

If you couldn’t make, or would like to revisit, any prior events the video recordings are available on Emerge Law Group’s YouTube Channel.

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You are invited by the Craft Beverage Industry Group (C-BIG), to join us and our network of craft beverage business owners, ancillary businesses, and industry advisors and professionals, for our summer industry social at Backwoods Brewing.

Tuesday, August 2, 2022
5:00 pm – 7:00 pm Pacific Time
Backwoods Brewing Company
231 NW 11th Avenue
Portland, OR 97209

Co-founded in 2015 by Emerge Law Group shareholder Russ Rotondi, C-BIG hosts industry-specific events to educate, grow and sustain the craft beverage industry in the Pacific Northwest.

Join us on Tuesday, August 2, 2022 for industry content, quality networking and beverages. We are featuring Backwoods Brewing Company founder, Steve Waters, to discuss the Backwoods origin story and a dichotomy of two venues–its Portland Pub, in the heart of the Pearl District, and its Carson, Washington, original “backwoods” location.

Join the team at Emerge Law Group and other industry operators, insiders and professionals.

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by: Corinne Celko

In 2020 Oregon became the first state to legalize psilocybin, a psychoactive compound found in certain mushrooms.  Measure 109, known as the Psilocybin Services Act, established a regulated program for adults over the age of 21 to purchase and consume psilocybin at service centers licensed by the Oregon Health Authority and under the supervision of licensed facilitators.  However, though Measure 109 was passed by a majority of Oregon voters, psilocybin services may never be available in certain Oregon cities and counties.  That’s because some cities and counties may place psilocybin business prohibitions on their local ballots for this year’s November 8 election.

Doing so would allow the electors in such jurisdictions to vote on whether or not to opt out of the legalized Psilocybin Services Act program.  As of the date of this post, at least Deschutes, Jackson, Linn, Klamath, Josephine, Crook, Coos, Malheur, Morrow, Umatilla counties have already indicated that they may refer such “opt-out” ordinances to their electors for voting in November’s election.  A county or city has until August 19 to refer an opt-out ordinance to its local elections official to ensure the ordinance can go on the November 8 ballot.

Local governments may see this option as the only way to protect their constituents from the perceived dangers of psychedelic substances in their communities.  But Measure 109 provides cities and counties with other powers to regulate psilocybin services in their jurisdictions and local governments who refer this matter to their electors are simply seeking a second bite at the apple, to opt entirely out of psilocybin just as they could or did with adult-use marijuana.

Cities and counties are entitled to regulate the use of lands within their jurisdiction.  And Measure 109 expressly allows cities and counties to adopt reasonable “time, place, and manner” restrictions for psilocybin-related businesses.  This means that local governments can allow participation in the Psilocybin Services Act program, while still regulating aspects of such uses, such as to ensure the safety of minors and the quiet enjoyment of their communities.  For example, cities and counties can limit the size of production and processing facilities to limit production; they can restrict hours of operation; and they can require buffer distances between psilocybin-related businesses and sensitive uses like playgrounds and parks.  Cities and counties use these types of time, place, and manner restrictions to regulate many uses within their jurisdictions.  These same tools are available now.

Notably, Measure 109, itself, contains restrictions on where licensed psylocibin facilities may locate and how they may operate.  For example, a Psilocybin Service Center (“PSC”) may not be located in an exclusively residential zone within city limits, and it may not be located within 1,000 feet of a school.  Moreover, a consumer must attend a preparation session and must consume the psilocybin under the supervision of a trained and certified facilitator while remaining on the PSC licensed premises.  Further, the Oregon Health Authority (“OHA”), the agency implementing the Psilocybin Services Act program, is preparing rules ranging from product testing standards to training standards for certified facilitators.  OHA will use its expertise in public health and safety to develop safety and efficacy standards for the Psilocybin Services Act program, in addition to local jurisdictions’ time, place, manner restrictions.

Hopefully, cities and counties take time to educate themselves about the Psilocybin Services Act program and opt to regulate psilocybin-related businesses the same way they regulate other land uses – with reasonable time, place, and manner restrictions – without choosing instead to reflexively opt out of psilocybin services altogether.  Opting out would deprive the electors who voted for Measure 109 from the benefit of its services.

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By Russell Rotondi, Shareholder

One of the most important relationships a beer supplier or brewery will enter into is with that of its wholesale distributor.  As such, the malt beverage distribution agreement is one of the most important contracts for the brewery and wholesaler alike.  In Oregon, like many other states, this relationship is highly regulated.  But unsuspecting breweries, especially start-ups, are often unaware of the pitfalls of entering into a supplier-wholesaler relationship without understanding the statutory and administrative law that works behind the scenes to the supplier’s disadvantage.

It should be noted at the outset that Oregon law provides that as an exception to its tied-house rules (i.e., prohibition against suppliers, wholesalers or retailers in owning a financial interest in one another), Oregon malt beverage suppliers licensed as a brewery-public house (BP) are allowed to self-distribute up to 7,500 barrels of the beer it brews per year.[2]  For context, of the reporting U.S. breweries in 2021, greater than 92% of them produce fewer than 7,500 barrels of beer per year (one barrel equaling 31,000 gallons).[1]

That said, what if a supplier (of any size) wants to focus on plying its beer-making craft and intends to rely on a third-party wholesaler for its distribution needs?  Unfortunately for suppliers, most U.S. state legislatures have placed their thumb on the scale to create what this author considers to be an unfair advantage to wholesalers with respect to the supplier-wholesaler relationship.

This interventionism from state legislatures was originally justified as protectionism by the state in favor of smaller, local distributors dealing with larger, often multi-state, breweries (e.g., Anheuser-Busch) importing their beer into local jurisdictions and taking advantage of the “little guy.” However, in the beverage industry of 2022, distributors have become the large, often multi-state, operators, and the suppliers are often craft brewery start-ups that would traditionally benefit from such protectionism.  In other words, over the years, the balance of power has shifted one-hundred and eighty (180) degrees.

Alcohol franchise law is the body of state law that serves to govern the relationship between two contracting licensee parties.  In the case of the supplier-wholesaler relationship, it is this author’s opinion that franchise laws often distort the free market relationship to restrict the ability of a brewery to leave its distributor.  Even worse, suppliers are often unaware of the imbalance of power created by franchise law when entering into such relationships.

In Oregon, the relevant statutes are contained in Oregon Revised Statutes (ORS) §§ 474.005-474.115.  Some of the highlights of Oregon’s beer franchise law are as follows:

  • Wholesale distribution agreements must be in writing (ORS § 474.007);
  • Good cause is required for a supplier to terminate, cancel or fail to renew a distribution agreement and distributors have an opportunity to cure and take corrective action for 90 days (ORS § 474. 011);
  • In the event of a termination by supplier that is not for good cause, or in bad faith, the distributor is entitled to compensation from the supplier pursuant to “fair market value” (ORS § 474.011) and the supplier has the burden to prove it acted reasonably (ORS § 474.075);
  • There are limited grounds for supplier to terminate without providing an opportunity to cure (ORS § 474.015);
  • Successors in interest are bound by such agreements (ORS § 475.025) and a supplier may not unreasonably interfere with the transfer of a wholesaler (ORS § 475.045); and
  • The territory of the distribution agreement must be designated in writing and filed with Oregon’s relevant regulatory agency, the Oregon Liquor and Cannabis Commission (OLCC) (ORS § 475.115).

While on its face, the statutory provisions may seem innocuous, but given the generous cure period, the economic consequences of “fair market” compensation, and the totality of statutory protections for the distributor, state alcohol franchise law, and specifically Oregon’s beer franchise law, often serve to grant the distributor indefinite and typically exclusive rights to sell a supplier’s products, no matter the distributor’s performance (good or bad) in the relationship.  This leaves an opening for distributors to abuse the system to the detriment of suppliers.

Before an Oregon brewery enters into a relationship with a third-party wholesale distributor, it should familiarize itself with Oregon’s beer franchise laws and consult an experienced attorney to understand its rights, what material terms are dictated by statute even if contrary to the terms of a written agreement, and what material terms are open for negotiation and on what commercially reasonable terms.

[1] Oregon Revised Statutes (ORS) § 471.200

[2] https://www.ttb.gov/beer/statistics

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Last month a new Oregon task force charged with considering several cannabis-related issues held its first meeting.  The task force, created by a 2021 law, House Bill 3000 (HB 3000), must make recommendations to the Oregon Legislature on, among other things, how to regulate intoxicating cannabinoids, such as delta-8 THC, and “artificially derived cannabinoids,” which include non-intoxicating cannabinoids, such as CBN (cannabinol), both of which can be derived from federally legal hemp rather than federally illegal marijuana.

OLCC recently placed a 21-year-old age limit on sales of “adult cannabis items,” which includes hemp products advertised as intoxicating, that contain more than .5 mg of delta-9 THC, any other THC (such as delta-8 or delta-10), or any amount of “artificially derived cannabinoids” (ADC) whether or not they are intoxicating.  ADC refers roughly to cannabinoids produced from a chemical reaction that changes the molecular structure of the source cannabis.  The age limit applies to OLCC dispensaries and non-OLCC retail outlets alike (though dispensaries may sell such products to card carrying medical marijuana patients 18 and older).

More recently, OLCC implemented significant restrictions on ADC.  As of July 1, 2022, OLCC will outright prohibit Oregon sales of any ADC product – including CBN – outside the OLCC system, such as in grocery or health food stores.  Again, the ban applies to all ADC, even if non-intoxicating.  Within the OLCC-regulated system, OLCC will also ban all non-CBN ADC products starting July 1, 2022, except for edible products and only if the edible manufacturer complies with several new restrictions including, among other things, an OLCC-approved “generally recognized as safe” (GRAS) self-determination or certain similar forms of FDA acknowledgment.  Edible CBN products will be subject to the same standards on and after July 1, 2023.  Some in the cannabis industry consider this a de-facto ban given the costs and difficulty in meeting the new standards.  FDA, for example, has declined to make a GRAS finding on CBD.

At a minimum, HB 3000 also requires the task force to consider the consolidation of administrative functions related to cannabis regulation (which could include consolidation of regulatory power into one agency), prevention of intoxicating hemp products sales to minors, cannabis testing and testing enforcement methods, and interstate commerce and transportation.  The task force must also consider input from cannabis industry members, which would give industry members an excellent opportunity to weigh in on changes to cannabis regulation they’d like to see.  Upcoming meetings have yet to be scheduled, but you can follow the task force, watch future meetings and, get information on how to participate by signing up for OLCC cannabis email alerts.

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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: