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Copyright Office Guidance Regarding Artificial Intelligence

Author: Sean Clancy*, Shareholder

Understanding copyright law in the age of artificial intelligence can be complex and confusing.  And it will continue to be complex and confusing.  But on March 16, 2023, the United States Copyright Office (the “Office”) published some guidance regarding its plans to handle copyright registration for works containing AI-generated materials.  The Office also intends to seek public input this year on additional topics, including how the law should apply to the use of copyrighted works in AI training.

The Office has identified three main questions to consider: (1) Is the output protectable under copyright? (2) Are generative works with human authorship elements eligible for registration? (3) What information should be disclosed to the Office when registering?

It is well-established that copyright can protect only material that is the product of human creativity. Most fundamentally, the term “author,” which is used in both the Constitution and the Copyright Act, excludes non-humans.

While the Office will examine works with AI-generated materials on a case-by-case basis, they have emphasized that the traditional human authorship requirement still stands. If a work’s authorship elements were produced entirely by a machine, without any human creative input, then the Office will not register it. However, if a human had creative control over the work’s expression and actually formed the traditional elements for an original work of creative authorship, then the work may be eligible for registration.

In the case of works containing AI-generated material, the Office will consider whether the AI contributions are the result of “mechanical reproduction” or if the human author gave visible form to their “own original mental conception.” In other words,  the extent of human creative control over the work’s expression will be a determining factor.  The Office provides this example:

[W]hen an AI technology receives solely a prompt from a human and produces complex written, visual, or musical works in response, the “traditional elements of authorship” are determined and executed by the technology—not the human user. Based on the Office’s understanding of the generative AI technologies currently available, users do not exercise ultimate creative control over how such systems interpret prompts and generate material. Instead, these prompts function more like instructions to a commissioned artist—they identify what the prompter wishes to have depicted, but the machine determines how those instructions are implemented in its output. […] When an AI technology determines the expressive elements of its output, the generated material is not the product of human authorship. As a result, that material is not protected by copyright and must be disclaimed in a registration application.

The Office also stresses that applicants have a duty to disclose any AI-generated content contained within their work. They advise applicants to use the “Limitation of Claim” section to exclude AI-generated content that is significant, more than “de minimis.” If an applicant is unsure, they can disclose as a general statement and the Office will contact them for more information.

Notably, previously registered works with AI-generated content must be updated. If a registration is found to contain AI-generated materials that were not previously disclosed, it may be cancelled.

Emerge Law Group’s intellectual property attorneys continue to monitor new factual and legal developments involving AI and copyright, including future guidance from the Office about this powerful new technology.

*The author generated this text in part with Chat-GPT, OpenAI’s large-scale language-generation model. Upon generating draft language, the author reviewed, edited, and revised the language to conform to his own preferences and style and takes ultimate responsibility for the content of this publication.
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Critical Terms for Intellectual Property License Agreements (Part 2)

Author: Sean Clancy

An audit provision is a clause in an intellectual property license agreement that provides the right for the licensee (the party receiving the license) or the licensor (the party granting the license) to inspect the records of the other party to verify compliance with the terms of the agreement. This provision is included in intellectual property license agreements to ensure that both parties are complying with the terms of the agreement.

One common reason for an audit is to ensure that the licensee is paying the correct royalty fee. The license agreement will typically specify the amount of royalties that the licensee must pay for the use of the intellectual property. An audit provision gives the licensor the right to inspect the licensee’s records to ensure that the correct royalty fees are being paid. This helps to prevent the licensee from underreporting the amount of royalties owed, which would be a breach of the agreement.

Another reason for an audit is to ensure that the licensee is using the intellectual property in accordance with the terms of the license agreement. For example, if the license agreement restricts the use of the intellectual property to a certain geographic area or market segment, an audit provision can help to ensure that the licensee is not using the intellectual property outside that area. This helps to prevent unauthorized use of the intellectual property.

In addition to protecting the interests of both parties, an audit provision can also help to avoid disputes that may arise under the license agreement. For example, if the licensee disputes the amount of royalties owed, an audit provides a legal right for licensee to review royalty reporting without resorting to a lawsuit. Similarly, if the licensor believes that the licensee is using the intellectual property outside the terms of the agreement, an audit can provide evidence about whether or not a violation is occurring.

It is also important to consider limitations on the use of the audit provision. For example, the audit provision may specify that audits can only be conducted during business hours and with reasonable advance notice. Additionally, the frequency of audits may be limited to prevent excessive intrusion into the licensee’s business.

An audit provision is another critical component of an intellectual property license agreement. It provides a means for verifying compliance with the terms of the agreement, resolving disputes, and preventing unauthorized use of the intellectual property. The inclusion of an audit provision in an intellectual property license agreement helps to protect the interests of both parties and ensures that the license agreement is properly enforced.

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Trademark applicants – beware spoofed calls that impersonate the USPTO

Scammers have recently started calling trademark customers and falsely claiming to be an employee with the United States Patent and Trademark Office (USPTO). The scammers use a tactic called “spoofing,” where they trick phone networks into displaying a fraudulent name, number, and location. They’re trying to trick you into believing you’re talking to the USPTO, so they can steal money or personal information from you.

If you receive a call from someone you suspect is a scammer, do not give them any personal identifying or payment information. The USPTO will never ask for your personal or payment information over the phone.

If you ever have questions about the status of trademark applications or your trademark rights, reach out to Emerge Law Group intellectual property practice group chair, Sean Clancy.

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Craft Beverage Industry Group (C-BIG): December Social at Backwoods Brewing

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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Next Deep Dive Webinar: Revised OHA Rules and Election Day Opt-Out Results

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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The Craft Beverage Industry Expands into to the Cannabis Space and Vice Versa

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.

Don't Miss our Craft Beverage Industry Group (C-BIG) Fall Social Event at Oakshire Beer Hall on October 18th!
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!
Click here for event details.
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Craft Beverage Industry Group (C-BIG): Fall Social at Oakshire Beer Hall

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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Oregon Psilocybin Services Act (Measure 109) Local Jurisdiction Tracker

If you follow Psychedelic Alpha, you might have noticed that Emerge Law Group has been working diligently to produce and continually update the Oregon Psilocybin Services (Measure 109) Local Jurisdiction Tracker.

Under Measure 109, Oregon cities and counties are automatically opted-in to allowing Psilocybin Services within their borders unless they affirmatively opt-out in the November 8 election.

Incorporated city land is subject to city regulation.  Unincorporated land outside of incorporated city limits is subject to county control.  As a result, a county’s vote to opt-out only applies to its unincorporated areas; cities within such counties could choose to remain opted in.

The tracker is following the status of Measure 109 in these jurisdictions, anticipating the outcome of November’s election.

If you have any questions about the Oregon Psilocybin Services Act or any psilocybin or psychedelics law in general, please contact our Psychedelics Industry Group.

 

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The OHA’s Rules Are Out! Next Deep Dive Webinar Scheduled.

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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Critical Terms for Intellectual Property License Agreements (Part 1)

By: Sean Clancy

Intellectual property (“IP”) license agreements come in many shapes and flavors.  But all IP licenses boil down to one party giving another party permission to use some IP.

IP may include patents, trademarks, copyrights, trade secrets, and rights of publicity.  Some license agreements cover one type of IP like a single trademark, or copyrights for a single song, or maybe a single valuable data set.  But often a single license agreement covers multiple types of IP.

Because each type of intellectual property differs from other types, agreements covering multiple types of IP require different contract provisions.  A trade secret license requires airtight confidentiality terms, for example, while a typical copyright license may not.  So it’s a good idea to hire an experienced IP lawyer to make sure the contract handles each type of IP correctly.  Regardless of the subject IP, well-drafted IP license agreements address certain critical terms.  This series of blog posts will discuss critical considerations for all IP license agreements.

First, all IP license agreements must identify the correct parties.

Although this might seem obvious, it is worth confirming that key parties are correctly identified, consistent with the purpose of the license.  Licensor grants the rights — so does the identified licensor really own or have the right to license all the IP in the agreement?  Or is some of the IP legally owned by someone else?  Should a subsidiary or other party be licensing this IP instead?  It is critical to confirm the IP owner and understand licensor’s chain of title before entering the agreement.  If a licensor cannot legally license the intended IP, the entire deal could collapse.

Conversely, is the licensee (the one receiving the rights) the correct party to be granted the license?  Or should there be a different licensee?  Sometimes additional parties need to use the licensed IP, beyond the initial licensee, to realize the economic benefit of the deal.  But the parties negotiating the deal might not identify all those additional parties at the outset.  If the licensee has a family of related entities, subsidiaries, or key contractors, are they allowed to exercise the licensed rights too?

Typically, the licensee wants open sublicense rights, meaning the licensee can share the IP rights with other parties.  But the licensor wants control over parties who use the IP.  If the licensee and licensor are sharing profits, both parties may benefit from allowing other entities to use the rights, balancing licensor control with licensee’s right to easily sublicense.

If the parties don’t know all the entities that will need to use the rights, they can specify groups of acceptable sublicensees in advance, define what makes a sublicensee acceptable, or list other pre-approval criteria to qualify additional sublicensees.

Unless the agreement specifically prohibits it, basic contract law presumes that the parties can assign a contract to a third party.  Licensors typically want control over assignments, so they aren’t surprised by some new third party using their IP.  At the same time a licensee will want flexible assignability provisions to account for the possibility of reorganization, merger, or other transfers.

For more on IP licensing agreements, stay tuned for Part 2.

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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: