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The Criminal Hemp Processing Case that Could Have a Profound Effect on the Oregon Hemp Industry

There’s a battle brewing in Oregon state court that may have a serious impact on Oregon’s industrial hemp industry. We’re writing to clarify the issues and provide additional context for this highly controversial case.

What’s happening?

Key Compounds (“Key”), an Oregon Department of Agriculture (“ODA”)-registered industrial hemp handler (i.e., processor) in Albany, Oregon, and its CEO, Alexander Reyter, were recently indicted on three counts of Unlawful Importation/Exportation of Marijuana and one count of Unlawful Manufacture of Marijuana.

It all began when Key allegedly shipped crude hemp-derived CBD oil to a facility in Massachusetts for further processing. When the resultant product was shipped back, the package’s “suspicious” odor evidently got the attention of local UPS workers, who alerted Linn County law enforcement. Some of the product which, according to the Massachusetts processor, was residual waste mistakenly included in the shipment, allegedly tested at 5% THC (above the 0.3% limit for hemp products). This prompted the Linn County Sheriff Department to raid Key’s processing facility in March. The raid revealed Key business records that, according to an investigator, indicated that over 900 pounds of Key’s hemp-derived extract had THC levels above 0.3%. The Linn County DA subsequently filed an indictment charging Key with the unlawful importation/exportation of marijuana (based on the Massachusetts shipments) and the illegal manufacture of marijuana (based on what the raid uncovered). The importation/exportation counts are at least understandable, given that the allegedly “hot” waste product was shipped across state lines.  The unlawful manufacture count is more troubling, however, because the alleged infraction took place wholly within the state, and, according to experts, resulted from a normal part of the hemp extraction process.

According to Reyter, the “hot” hemp products seized during the raid tested above 0.3% because they were a natural byproduct of the extraction process or because the products were “in progress” (presumably meaning the THC would be diluted or removed prior to finishing the process). However, the Linn County DA insists that the products qualify as “marijuana items” under criminal law, and therefore requires an OLCC recreational marijuana license to produce.

ODA staff has expressed support for Reyter’s explanation to the effect that, so long as the products test under 0.3% at two points in the manufacturing process—first, before the source hemp is harvested and second, before the finished products are sold to a consumer—ODA considers the product “hemp” throughout the process. However, Senate Bill 1544 (“SB 1544”), passed in 2018, defines “marijuana item” to include any industrial hemp-derived product that “contain[s] more than 0.3 percent [THC].” But, SB 1544 also states that “[a] person other than a marijuana retailer that holds a license issued [by OLCC] may not sell a marijuana item to a consumer” (emphasis added). When read together, ODA interprets those provisions to allow for a hemp product to exceed 0.3% THC so long as it is diluted back down below the 0.3% threshold prior to sale to consumers. But Linn County apparently takes a more restrictive approach: Any product that contains more than 0.3% THC, whether derived from psychoactive “marijuana” or hemp, is a “marijuana item,” which subjects its manufacturer to criminal sanctions (unless an OLCC-licensed processor).

What does this mean for the hemp industry?

The outcome of this case could have major ramifications for the Oregon hemp/CBD industry.  If the judge or jury sides with Linn County, any Oregon hemp handler whose process generates THC waste product (or includes a phase in which the hemp product temporarily contains THC in excess of 0.3%) could be targeted by local law enforcement for criminal marijuana violations.

Ideally, the Court will find in favor of the defendant and the Oregon Legislature will resolve this statutory discrepancy in favor of the industrial hemp industry before any other prosecutions occur. But the Legislature doesn’t convene again until February 2020.  In the meantime, however, if you are a hemp handler, hemp product seller, or otherwise deal in hemp products, you may want to bring this issue to the attention of your local legislator.

We’re also here to help with any questions you may have about this case or any other hemp-related issues.

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Clearing Up the SB 218 (Application Caps) Confusion

On Monday, June 17, Governor Kate Brown signed Senate Bill 218 (“SB 218”) into law.  See our earlier blog post regarding this bill. SB 218 authorizes the Oregon Liquor Control Commission (“OLCC”) to cap new recreational cannabis producer licenses based on its assessment of supply and demand in Oregon.

There’s a lot of confusion and misinformation out there regarding what SB 218 means, so please read on to get some clarity on the issue.

Pending Producer Applications. Because SB 218 is now law, OLCC will not allow changes in ownership greater than 51% and will not allow changes of premises location for pending submitted producer applications. An easy way to confirm whether you fall into this group is by checking the status on your OLCC dashboard. If your status is “New,” “Local Government Review,” or “Applicant Hold,” you have a pending producer application and cannot request the above changes to your application.

Existing Production Licenses. Existing production licenses are not affected.  So, if you have an existing production license, you may still apply for a 51%+ change of ownership or a change of location.

Producer Applications in on or Before June 15, 2018. OLCC must process producer applications received on or before June 15, 2018.  However, if you submitted your producer application on or before June 15, 2018 without an approved Land Use Compatibility Statement (“LUCS”), you have 21 days from June 17 to submit an approved LUCS. If you do not submit an approved LUCS within 21 days, OLCC will inactivate your application.

Post-June 15, 2018 Applications. OLCC will inactivate all producer applications received after June 15, 2018. It is unclear whether OLCC will refund the $250 application fee.

Producer License Renewal Applications. SB 218 does not affect your ability to renew your existing producer license.

Duration of Moratorium. This is entirely within OLCC’s discretion, based on the supply of and demand for cannabis in Oregon. From the Act: “[OLCC] may . . . refuse to issue production licenses . . . for an amount of time that the commission determines necessary.”

If you need further information or assistance regarding SB 218, or have any other licensing or compliance needs, please do not hesitate to contact us.

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New Year, New Rules: ODA Industrial Hemp Edition

Hello Friends.  Following the passage of the 2018 Farm Bill (see previous hemp posts Breaking News: Congress Passes 2018 Farm Bill and FDA Comes Out of the Shadows on CBD), we’ve  been receiving unprecedented interest from clients wanting to get into the hemp business or expand their existing business activities.  Emerge wishes to remind these folks that, despite all the fanfare surrounding the Farm Bill’s passage, for the time being, state law still applies to the hemp industry in Oregon.  And the state’s governing body for hemp, the Oregon Department of Agriculture (ODA), recently published new hemp rules.  See our list below of key rule changes that all Oregon hemp business owners should be aware of (a complete compilation of the current rules can be found here):

– Only an ODA industrial hemp registrant, i.e., licensee, may sell, store, or transfer industrial hemp (this applies only to the plant and parts of the plan, not hemp products and commodities).

* Note that ODA registrants with a valid OLCC hemp certificate may still transfer industrial hemp and industrial hemp products to OLCC processors and that OLCC is drafting rules to allow such registrants to make transfers to OLCC wholesalers and retailers as well.

– ODA registrants may not sell industrial hemp products to consumers that exceed 0.3% THC.

– Industrial hemp biomass (plant and plant parts) may only be processed by ODA industrial hemp handler registrants (although once processed into another product, e.g., oil, isolate, the product may be further processed without an ODA registration.

– Hemp growers with multiple grow sites require a “master” registration and individual “sub” registrations for each grow site, each of which require a separate application.

– Except for a grower using viable seed to propagate their own hemp, registrants who deal in viable hemp seed, e.g., to produce or process for commercial purposes, also require an agricultural hemp seed producer registration.

– There are new data collection requirements for hemp growers and handlers, including amounts harvested/processed, and other information.

– Most changes to the business structure must be approved by ODA prior to making the change.

– When transporting industrial hemp or seeds, registrants must carry a copy or their registration(s) and pre-harvest test results.

– Growers may only use pre-harvest laboratories who require their staff to complete ODA sample training prior to taking test samples.

– A pre-harvest sample fails testing if the sample contains an average THC concentration of 0.35% or over; test results indicating .34% or less THC passes.

– Growers may seek to re-test or remediate a harvest lot that fails THC testing with fulfillment of certain requirements.

Remember, you must comply with all state laws and regulations when conducting hemp business activities in Oregon. The above are just a few of the new rule changes; you should be familiar with all current rules.  If you have any questions about local, state, or federal industrial hemp law, please feel free to contact us and we’ll direct you to one of our industrial hemp experts.  Stay tuned for more posts on hemp and other issues confronting the state, national, and international cannabis industries.

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Happy New Year and New Rules!: OLCC Edition

January is a time for reflecting on the past year, resolutions for the new year, and overpriced outdoorsy puffy coats.  It also means a fresh set of rules from your favorite regulatory bodies – OLCC, ODA, and OHA.  Our first post in the “New Year, New Rules” series covers some of the changes to OLCC rules, which technically took effect on December 28, 2018.  Here’s a list of the most significant changes to the rules (for a comprehensive set of the current rules, click here; for a track changes version of the new and amended rules, click here).

– Concentrates and extracts that contain “added substances” – including flavors and non-marijuana derived terpenes – are now considered “Cannabinoid Products,” which may affect how you should label and test your product.

– “Cannabinoid tincture” has a revised definition to include (non-potable) glycerin, plant-based oil, or concentrated syrup-based products in addition to alcohol-based tinctures.

– All managers of a manager-managed LLC OLCC license applicant must also be listed as applicants.

– Renewal license applicants will now have to submit their fees and application materials within a specified time period or risk denial.

– Any interest in a license that has not been pre-approved by OLCC may result in the denial of an initial or renewal application.

– All licensees may now provide their employees with trade samples, so long as the transfers are tracked in Metrc.

– Retailers no longer have to store immature plants in a safe or vault during non-operating hours.

– New rules now apply to marijuana waste, including camera coverage in all areas where waste is stored, destroyed, or rendered unusable and documenting reasons for designating certain types of marijuana waste.

– Designated canopy areas that are not quadrilateral in shape (four sides), must be surveyed by a professional land surveyor that shows the total canopy is within the licensed limits.

– Usable marijuana retail limits for valid medical card holders (which the OLCC limited to one ounce per day last year), has been increased to 8 ounces per day for a total of no more than 32 ounces in a month.

– Retailers with residential delivery certification may now deliver to valid medical card holders who live outside the retailer’s city or county even if the city or county opted out of the state’s legal marijuana regime.

– Extract processors have new licensure requirements, including providing proof of a Certificate of Occupancy and extraction equipment inspection.

– Marijuana Worker Permit holders are now subject to the same disciplinary actions as licensees for rule violations.

– OLCC may now restrict licenses to certain activities instead of cancelling, suspending, denying, or levying a fine against a license.

If you have any questions about the rule changes, or OLCC compliance in general, we’re here to help.  Please ask to speak to one of our regulatory specialists.  And stay tuned for posts about testing rule changes from the Oregon Health Authority (OHA) and hemp rule changes from the Oregon Department of Agriculture (ODA).

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FDA Comes out of the Shadows on CBD

Happy New Year from Emerge!  Beyond the usual holiday food, friends, family, and commerce, this has also been a unique time for the hemp industry.  Shortly after our last post about the 2018 Farm Bill (the “Farm Bill”) and its key hemp provisions, on December 20, 2018, the president signed the bill into law.  This second post in our “Farm Bill Series” discusses the role of the federal Food and Drug Administration (the “FDA”) in the post-Farm Bill world.

Prior to the Farm Bill’s enactment, the hemp industry primarily concerned itself with the Controlled Substances Act (the “CSA”) and whether the 2014 Farm Bill truly “legalized” interstate commerce in hemp and hemp-derived CBD produced in 2014 Farm Bill-compliant states.  Until recently, we believed that Oregon’s hemp regime did not comply with the 2014 Farm Bill because it lacked a robust research component.  But no definitive court opinion or binding legal document clarifies which states comply or whether the 2014 Farm Bill allows for sales of hemp across state lines.  Against this backdrop of uncertainty, few hemp stakeholders gave serious thought to the FDA.

The FDA has maintained since at least 2015 that CBD is a “drug” requiring FDA approval before it can be marketed to treat any medical condition or be sold as a “dietary supplement” and that CBD cannot be added to food.  Over the last four years, the FDA has sent letters to various CBD product manufacturers warning that their products violate the Food, Drug, and Cosmetic Act (the “FDCA”) for one or more of the above reasons.  Because the FDA limited its enforcement actions to these letters, few in the industry batted an eyelash.

With the expected increase in commercial hemp activity following the Farm Bill’s passage, however, this may change.  Promptly after the Farm Bill passed, the FDA commissioner issued a press announcement reiterating the FDA’s position on hemp (the “Statement”).  For the first time, the FDA acknowledged the widespread public interest in CBD products and emphasized its preparedness to take enforcement actions against CBD businesses that violate the FDCA.

In the Statement, the FDA acknowledges that hemp is no longer a federally illegal substance (presumably because it has been removed from the CSA).  However, the Statement also emphasizes the FDA’s mission to protect patients and consumers from public health dangers, including those allegedly posed by hemp and CBD products.

Considering the FDA’s stated commitment to continued enforcement, anyone entering or already participating in the hemp or CBD industry should know the following key FDA positions:

1. Food Ingredient – The FDA continues to prohibit the use of CBD as an ingredient in food (including beverages).

2. Health Claims – Under the FDCA, a product that is marketed to treat a medical condition or contain therapeutic properties is a “drug.”  As such, the FDA must approve such products for their “intended use.”  To date, the FDA has only approved one CBD product – Epidiolex – to treat certain specific medical conditions.  Therefore, manufacturers who market any other CBD product as a medical treatment run the increased risk of FDA enforcement.  This includes health claims on labels, promotional materials, websites, social media, and the like, and includes testimonials by customers.

3. Dietary Supplements – The FDA prohibits the sale of CBD or products containing CBD as “dietary supplements.”

4. Interstate Commerce – Generally, the FDCA restricts the FDA’s authority to products that are “introduced or delivered for introduction into interstate commerce.”  Therefore, even with the passage of the Farm Bill (which specifically allows for interstate commerce in hemp-derived CBD), manufacturers should know that placing their products into interstate commerce adds an additional layer of risk.  Note also, that under Supreme Court precedent, federal agencies, like the FDA, do have authority over purely intrastate (within state) commerce as well.  Consequently, the FDA could bring enforcement actions against non-approved CBD products sold purely within a state, although the Statement and warning letters suggest that the FDA is primarily concerned with products in interstate commerce.

But there may be some light at the end of this tunnel.  Although the Statement indicates that the FDA will continue to enforce its position on CBD, it also implicitly acknowledges that most CBD manufacturers can’t afford the FDA’s expensive and time-consuming approval process.  The Statement implies that the FDA has the authority to allow the use of CBD in a food or as a dietary supplement despite the FDCA and that it is considering whether to pursue such a process.  The FDA will also hold a public meeting to garner suggestions from interested parties on how to possibly streamline the FDA approval process for CBD.

In the meantime, we will continue to monitor developments in this rapidly evolving industry and devise strategies for our clients on how to best address issues surrounding hemp.  If you have any questions about hemp, the Farm Bill, or any other legal issues in the cannabis space, don’t hesitate to call us and ask to speak with one of our regulatory compliance experts. Stay tuned for more posts on how the Farm Bill affects different aspects of the industry.

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Breaking News – Congress Passes 2018 Farm Bill!

The US House of Representatives overwhelmingly passed the much anticipated 2018 Farm Bill, which now awaits (this is still so hard to write) President Trump’s signature.  As many of you are no doubt aware, the new Farm Bill makes some serious changes to the industrial hemp provisions of the 2014 Farm Bill.  Whereas the 2014 Farm Bill “legalized” industrial hemp under very specific – yet also very vague – circumstances, and the DEA begged, borrowed, and stole its way into contradicting the plain face of the bill at every turn, the 2018 Farm Bill takes industrial hemp out of the Controlled Substances Act (CSA), altogether, and blessedly out of the DEA’s purview.

Here are some key provisions in the new Farm Bill all current and future industrial hemp industry stakeholders should know:

  • Removes “industrial hemp” from the CSA’s definitions of “marijuana” and “THC.”
  • Retains the 2014 Farm Bill’s definition of “industrial hemp” with a few key improvements – “the plant Cannabis sativa L. and any part of that plant, including the seeds thereof and all derivatives, extracts, cannabinoids, isomers, acids, salts, and salts of isomers, whether growing or not, with a delta-9 tetrahydrocannabinol concentration of not more than 0.3 percent on a dry weight basis.”
  • Places federal regulation of industrial hemp solely under the purview of the US Department of Agriculture (USDA).
  • Provides for states and Native American tribes who wish to regulate their own industrial hemp programs to submit a proposal to the USDA Secretary for approval.
  • States without approved industrial hemp programs will be subject to federal regulations promulgated by the USDA Secretary.
  • Specifically allows for interstate commerce in federally compliant industrial hemp and prohibits states from outlawing transportation of federally compliant industrial hemp within their state.
  • Does allow for states to pass more restrictive regulation of industrial hemp than federal regulations.
  • Specifically states that 2018 Farm Bill passage does not affect or modify FDA’s regulations or guidelines on industrial hemp.
  • Leaves current state industrial hemp agricultural pilot programs in effect until one year after the USDA Secretary establishes a federal regulatory plan.

Note the last two bullet points.  Although the 2018 Farm Bill fully removes industrial hemp from the CSA, it explicitly leaves the FDA’s ability to regulate it.  This includes FDA’s current prohibition on: (1) the addition of hemp-derived CBD to food; (2) marketing CBD as a “dietary supplement”; and making any health claims about CBD products.  My inclination is that the FDA may take more aggressive actions after the passage of the 2018 Farm Bill.  The Bill also specifically allows the USDA to share information on licensed hemp producers with other federal agencies, including law enforcement.  Also, note that the current state industrial hemp programs will remain in effect for at least a year, so all industrial hemp activities must conform with the applicable and current state law.

Please feel free to contact our industrial hemp experts if you have any questions and look out for future posts on this dynamic and everchanging subject!

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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: