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Task Force Meets to Discuss the Future of Oregon Cannabis Regulation

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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Oregon Land Use: The Meanings of Words Matter (and so do dictionaries)

With so many ambiguous and seemingly indecipherable laws, rules, and regulations on the books, how are we supposed to know what they all mean and how to interpret them?  Even in the era of social media, the metaverse, and reddit, courts still turn to the old-school dictionary for help assessing the plain and ordinary meaning of a statutory word or phrase.

Emerge attorneys Corinne Celko and Alex Berger successfully defended a recent appeal to the Oregon Land Use Board of Appeals (“LUBA”) with the help of the dictionary.  Emerge’s client sought to develop an RV Park on land zoned Exclusive Farm Use, with each campsite having its own water and electrical service hookup.  A neighbor opposed the development and claimed that our client violated a rule prohibiting the provision of “[s]eparate sewer, water or electric service hook-ups . . . to individual campsites . . . .”  Emerge devised a plan to have a shared utility hook-up between every two campsites, and Josephine County approved the proposal.  The neighbor appealed the decision to LUBA.

At LUBA, Emerge cited the following dictionary definitions: “separate” means “not shared with another;” “individual” means “intended for one person;” and “hookup” means “a linking of two or more items into an interacting whole.”  Emerge argued that such definitions support their proposition that shared water and electric hookups between more than one campsite complied with the rule.  In its decision favoring Emerge’s client, LUBA agreed that such dictionary definitions support interpreting the rule to mean that individual campsites may not have hookups which are limited to serving the individual campsite, but that shared service hookups are allowed.  Therefore, since a water and electric service hookup would be shared between more than one campsite, LUBA affirmed the county’s decision approving the RV Park.

For more details explaining how courts interpret statutes and rules, you can find LUBA’s full Opinion and Order in this matter here.”

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Oregon Legislature Passes OLCC License Moratorium Bill

The Oregon Senate voted to pass HB 4016 today completing the passage of the bill through both legislative houses.  The governor now has five (or in some cases 30) days to sign or veto the bill, but we do not expect that she will veto, meaning the bill is all but certain to become law.

The final version of HB 4016 extends the moratorium on OLCC marijuana producer licenses and imposes a new moratorium on processor, wholesaler, and retailer licenses.  That means that OLCC would no longer accept new applications or issue new licenses for those license types.

Further, the bill requires OLCC to inactivate all applications for those license types that were submitted on or after January 2, 2022.  The new moratoria do not affect change of ownership or change of location applications.  Applications that were submitted before January 2, 2022 will be processed (assuming an approved Land Use Compatibility Statement is submitted for the application within 21 days).  However, such applicants may not change ownership or premises location of their pending applications.

The moratoria provisions repeal on March 31, 2024, though the bill gives OLCC discretion to lift the moratorium on one or more of the license types before the repeal date.

Other HB 4016 provisions include a new program by which OLCC can assign expired, surrendered, or otherwise suspended marijuana licenses to “qualified applicants,” which we believe means applicants who meet to-be-adopted social equity requirements, and give OLCC the ability to allow a retailer to re-locate if OLCC discovers that the retailer is within 1000 feet of a pre-existing school.

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Potential Changes to Oregon Cannabis Testing: OHA Proposes Additional Marijuana and Hemp Testing

The Oregon Health Authority (OHA) has published proposed rule amendments that would subject certain marijuana and hemp items to additional testing, namely mycotoxin, microbiological contaminates, and heavy metals testing.  See the notice of proposed rulemaking and rule revisions here.

OHA claims that the cost of the additional testing – set to go in effect in July 2022 and January 2023 –  would largely be offset by additional proposed revisions including, among other things, updating lab sampling protocols (including combining sample increments into a single sample without requiring an approved control study), expanding the harvest lot timeframe from 72 hours to seven calendar days, increasing a marijuana test batch from 15 pounds to 50 pounds, and repealing certain water activity test requirements and removing the control study concept altogether.  OHA estimates that the greatest increase in costs to licensees would arise from the additional equipment, personnel, workspace modifications, and accreditation testing labs would have to undergo to provide the additional testing.

Other proposed testing rule changes include shifting the testing scheme toward “end product” testing, including new rules for finished inhalable cannabinoid product testing prior to transfer to a retailer and for baked edible products.  Additional standards for accredited testing labs include the adoption of stricter standards and methods to ensure more accurate and consistent testing among different labs.

The proposed revisions could have a major effect on nearly all marijuana producers, marijuana and hemp processors, and wholesalers who test marijuana and hemp items.  The complete proposed revisions can be found here.  OHA is currently seeking input on the proposed rules (read: This is your chance to comment on rules that affect you!).  You can provide oral comment at the public hearing set for February 16, 2022, at 11 am by registering at publichealth.rules@dhsoha.state.or.us and written comments to the same email address until 5 pm on February 21, 2022.

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The Potential Expansion of OLCC Marijuana License Moratoria: A Look at House Bill 4016

A bill – HB4016 – was recently introduced in the Oregon Legislature’s 2022 short session, which, if passed with one or more amendments, could provide the Oregon Liquor and Cannabis Commission (“OLCC”) with the discretion to stop issuing new marijuana producer, processor, wholesaler, and retailer licenses.  The initial version of the bill would also provide the Oregon Department of Agriculture (“ODA”) the ability to issue new hemp grower licenses.

Perhaps most controversial, the bill could also make the moratoria on the above license types retroactive to January 1, 2022.  In other words, OLCC and ODA could be required to inactivate applications for the above license types that were submitted on or after January 2, 2022.  If the bill passes with those provisions intact, that could have serious financial consequences for folks who have purchased or leased property and invested money in a marijuana business for which they submitted on application on or after January 2, 2022.  Such folks would have their applications inactivated and could only secure a new license by purchasing an existing licensed business (the bill does not affect changes in ownership or renewals).  One amendment would repeal the moratoria on March 31, 2024, which presumably would mean applicants could submit new applications starting in a little over two years.

Other bill provisions and amendments provide for the ability for OLCC to establish a program to assign expired or surrendered licenses to “qualified applicants” (which we understand means license applicants who qualify under a to-be-created social equity program), subjecting illegal hemp premises to liens for cleanup and removal of industrial hemp, employees of OLCC marijuana licensees to report suspected sex or human trafficking, and earmarking additional funds to combat illegal marijuana operations.

The legislature will hold a second public hearing on HB 4016 on February 7, 2022, and, although remote testimony is no longer available for the hearing, written testimony may be submitted until 8 am on the morning of February 8, 2022.  If HB 4016 affects you and you would like to submit written testimony, you may do so here.

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Oregon Cannabis: Key OLCC Rule Amendments Open for Public Comment

Last week the Oregon Liquor Control Commission (“OLCC”) published two proposed rule amendment packages – the “Marijuana Licensing Streamlining” and “Marijuana Violation Reclassification” packages.  The former contains several rule changes generally designed to make licensing processes, such as initial licensure, changes of business structure, etc. easier and faster.  The latter decreases the categories of certain violations and alters the required timelines to provide OLCC with certain notifications.

Both packages are open for public comment until March 22, 2021 at 5 pm, so now is the time to make your voices heard!  Comments on the open rules can be submitted by email at OLCC.rulemaking@oregon.gov.  If you’d prefer to provide oral testimony, you may do so for the Streamlining amendments at the virtual public hearing on March 15 at 1 pm; the Violation Reclassification hearing is scheduled for March 16 at 2:30 pm.  OLCC asks that you notify them via the above email address if you wish to testify at either hearing.

The proposed amendments will affect every licensed marijuana business in the state, so, if you’re a licensee, it’s certainly worth reviewing them.  Some key changes include:

*The creation of a “Licensee of Record,” which means the licensee or licensees listed on the actual physical license;

*Making permanent OLCC’s new definition of “applicant,” which includes 20% or greater direct or indirect owners of the licensed business, those entitled to 20% or more profits or revenue of a licensed business, and persons with an “ownership interest” in the business, as well as some others.

*Allowance for producers to change their production type once per license year, i.e., indoor to outdoor,;

*Extension of the timeline to notify OLCC of an arrest or conviction from 24 to 72 hours;

*Requiring licensees to maintain a list of individuals and legal entities who are “applicants,” complete information about the ownership structure of any “applicant” legal entity, and a list of all individuals and entities entitled to receive any portion of the revenue, proceeds, or profits of the licensed business;

*Extension of the timeline to notify OLCC of surveillance equipment failure from “immediately” to 24 hours.

For complete versions of the proposed amendments, click on the links above.  Even if OLCC is not proposing to change a certain rule, any rule within the amendment package is open for public comment, so if you’d like to see changes that haven’t been proposed, you may advocate for such changes in your public comment.

Please let us know if you have any questions about thee proposed amendments, how they might affect your business, or how to submit public comments.

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Oregon Marijuana Regulatory Roundup

The Oregon Liquor Control Commission (“OLCC”) has been busy over the last couple months working on new rule and policy updates in an effort to address the backlog of marijuana license applications, to speed up their processing timelines, and generally to increase efficiency.  Such efforts have culminated in new application and financial interest disclosure requirements and the new Verification of Compliance (“VOC”) disciplinary policy.

New Financial Interest Disclosure Requirements.

Effective October 15, 2020, OLCC issued new rules and policy guidance regarding updated and less restrictive application and financial interest disclosure requirements summarized in Compliance Education Bulletin 2020-06.  Key changes include:

• Definition of “applicant” revised to include only persons and entities: (1) with 20% direct or indirect ownership of the licensed business; (2) entitled to 20% or more revenue or profits from the licensed business; or (3) with “direct control” over the licensed business.

• For “applicant” entities, only the following individuals also considered “applicants”:
– Managers of a manager-managed LLC;
– Principal officers of a corporation;
– General partners of a limited partnership.

• Updated financial interest disclosure requirements:
– OLCC pre-approval is required before a financial interest is added if the business structure change amounts to a 51% or greater addition of new ownership interest(s) (*A new license application is also still required).
– OLCC notification (no pre-approval) is required before a financial interest is added for the addition or removal of any “applicant” entity or individual.
– OLCC notification is required within 60 days after a financial interest is added for a shareholder accumulating 20% or more stock of a publicly traded corporation or the addition or removal of a principal officer of a publicly traded corporation.
– No OLCC notification required for the addition or removal of any other financial interest-holder (e.g. individuals or entities with less than 20% ownership in the licensed business).

Note that OLCC retains discretion to request additional information and background checks for any financial interest-holder.  Also, if OLCC finds an entity or individual who qualifies as an “applicant” or financial interest holder to be unlicensable, the licensee must remove that entity or individual or OLCC may propose to suspend or revoke the license.  For complete details regarding the application and financial interest disclosure changes, click on the links provided above.

Verification of Compliance (“VOC”) Policy

Effective October 1, 2020, OLCC has implemented a new “VOC” enforcement policy for certain types of rule violations, detailed in Compliance Education Bulletin 2020-05.  The policy gives OLCC inspectors discretion to provide VOC paperwork (similar to a traffic “fix-it-ticket”) that allows a licensee to avoid a formal rule violation and penalty if the licensee can demonstrate to the inspector that they have fixed the compliance issue within a certain period of time.  Violation types subject to the VOC program include the following (so long as the violation can be “fixed” by the licensee):

• Video Recordings: 845-025-1450(2)(a)-(g), (k);
• Cameras: 845-025-1440;
• Seed-to-Sale Tracking w/ CTS: 845-025-7540 (1) and (2);
• Reconciliation w/ Inventory (CTS): 845-025-7580;
• Security Requirements: 845-025-1410; and
• UID Tags: 845-025-7520.

The full Compliance Education Bulletin 2020-05 contains complete explanation regarding the details of the VOC program.

Current Rulemaking

OLCC and the Oregon Health Authority (“OHA”) are each in the process of promulgating rule amendments.  OLCC has initiated rulemaking to implement new rules regarding substances added to inhalable marijuana products – including non-cannabis-derived terpenes.  The current draft of the rule amendments that OLCC is considering can be found here.

OHA has initiated the rulemaking process to update marijuana testing rules, which may result in requiring new tests for certain substances.  The current drafts of the rule amendments OHA is considering can be found here.

The rulemaking process provides for a public comment period in which industry stakeholders and other interested parties can submit written feedback regarding the draft rules.  We recommend you sign up for OLCC and OHA email alerts so that you can be notified when OLCC and OHA will begin accepting public comment on each rule package.

As always, our marijuana and cannabis regulatory and compliance attorneys are ready to answer any questions you may have regarding the new OLCC rules and policies, the current OLCC and OHA rulemaking process, or any other legal compliance questions you may have.

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Key OLCC Amendments Going Into Effect on February 1, 2020

The Oregon Liquor Control Commission (“OLCC”) recently published several amendments to its regulations that will go into effect on February 1, 2020.  If you operate an OLCC-licensed recreational marijuana business, some of these amendments may have a significant effect on your operations.  Please see our summary below of the key changes.  We strongly recommend that you carefully review all rule changes listed on the OLCC website here.

  • “Financial interest” definition expanded to include adults who share the same permanent address with an applicant or licensee.
  • “Points of ingress and egress” definition expanded to include “any point that may be reasonably used by an individual to enter into an area,” including “windows,” “crawlspace access points,” and openings whether or not those points are secured by a locked door, window, or means capable of being unlocked or unsealed by a key, code, or other method intended to allow access.”
    • This expanded definition may require increased camera coverage for locations that were not previously considered “points of ingress and egress.”
  • Producers who do not own the property on which their premises sits must obtain and submit a form to OLCC signed by the owner of the property consenting to production of marijuana on the premises.
  • Pending applications of all license types may no longer change ownership prior to licensure.
  • If a licensee loses access to its licensed premises, OLCC may allow a change of location of the licensed premises if licensee submits notice at least 15 days prior to loss of access, removes all marijuana items prior to loss of access, is not under investigation for suspected violations, can prove legal access to new property within 30 days of loss of access, and submits a Land Use Compatibility Statement (“LUCS”) for the proposed location.
  • Trade sample limits increased (check rules for precise amounts) and there are new Metrc requirements for designating trade samples.
  • New Metrc requirements for providing employees with quality control samples.
  • Retailers may now store marijuana items – except for immature plants – in a locked, secured location within a limited access area not visible from outside the premises (rather than in a safe or vault).
  • All cameras now required to have minimum resolution of 1280×720 px and record at 10 fps regardless of coverage location.
  • Canopy Areas:
    • If using a racking system, total canopy area of mature plants is measured to include each layer of plants as a separate canopy area.
    • Canopy areas (up to 20 total for immature and mature canopies) must be clearly demarcated with a physical boundary, wall, or marker at the outermost edge or each corner of each designated canopy space.
    • Producer licensed for at least one year may now request an increase in tier at any time after the first license year (rather than only at renewal).
  • Producers now must, within 45 days of harvest, record moisture loss by marking the harvest as complete in Metrc.
  • Changes to UID tag procedures (consult appropriate rule for details).
  • Reconciliation of inventory and weights with Metrc may now be completed by 8 am the next day (rather than the same day).
  • Licensees may now transport marijuana items during a period of 60 hours, including overnight stops. Consult appropriate rule for further changes to transportation requirements.
  • Potential fines have increased depending on license and violation type (consult appropriate rule for details).

If you have questions about any rule changes or any other compliance questions, please contact one of Emerge’s compliance experts.

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What the New Deschutes County Ban on OLCC Processors and Producers Means for You

On August 19th, 2019, the Deschutes County Board of Commissioners voted unanimously to opt out of the establishment of “future marijuana production and processing businesses” in unincorporated Deschutes County pending a county-wide referendum vote in November 2020.  According to the County, it intended the ban to affect only “future” marijuana businesses.  However, we have been receiving differing opinions from the OLCC and Deschutes County regarding which businesses are actually affected.  Moreover, the state statute under which the County adopted the ban leaves room for interpretation. Does the ban apply to: (1) businesses who have yet to submit an OLCC application, (2) businesses who have pending, but unapproved applications in to OLCC, (3) businesses who have not yet received their Land Use Compatibility Statements (LUCSes), but have pending County applications, (4) businesses with existing OLCC licensees that are up for renewal, or (5) some or all of the above?

We are at work analyzing the applicable laws and are working with clients and public officials to get to the bottom of the ban and clarify who it affects and how.  If you have questions about how this ban may affect your business, please don’t hesitate to get in touch with Emerge for assistance.

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A Word on the New Nationwide “Vaping Illness”

There’s a lot of fear out there, but not a lot of information regarding the safety of e-cigarettes and cannabis vape pens in the face of widely publicized cases of a new “vape-related illness” affecting vape users across the country, including here in Oregon.  Many of our clients – mostly retailers (dispensaries) – are wondering what they should and should not say to customers who have questions about the safety of their products.

Our attorneys, including Josh DeCristo, an experienced products liability litigator, have been confronting this issue head-on and have put together recommendations for our clients on how to handle such questions, including providing hand-outs for customers and best practices for companies and their employees.  We continue to monitor this issue and can provide up-to-the-minute advice as news breaks.  Please let us know if you have any questions or concerns about how to proceed on this delicate issue and we’d be happy to advise based on your individual needs.

 

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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: