Category Archive for: Medical Marijuana

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Oregon Marijuana Extracts and Edibles Update (Part 2)

On March 18, 2016, the Oregon Health Authority (OHA) released Information Bulletin 2016-05 announcing that the unregistered manufacture of cannabinoid extracts is illegal and a Class B felony.  Read our blog post about this bulletin here.

As an update, OHA released Information Bulletin 2016-06 on March 23, 2016.  This new bulletin announces that the registration process for medical marijuana processing sites will open on April 1, 2016, and that a medical marijuana processing site that has submitted a complete application for registration with the OHA is exempt from criminal liability for marijuana related crimes.

We are continuing to review and analyze Information Bulletin 2016-06 and the additional information referenced in it, and we are communicating with the OHA to obtain as much clarity as possible with respect to the application process and the ability of participants in the Oregon Medical Marijuana Program to produce and sell extracts.

Stay tuned to this blog and please contact your attorney if you have any questions.

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Oregon Plant Limits:  What is a stay?

How many mature marijuana plants can I grow/posses?  That is a question we get a lot from Oregon growers.  The answer is not so simple.

What you need to know is that action may need to be taken before April 1, 2016 in order to keep growing certain plant numbers.

The number of plants allowed at a grow site depends on where it is located.  It also depends on if you wish to remain in the Oregon Medical Marijuana Program (OMMP), or want to produce under the Oregon Liquor Control Commission (OLCC) recreational program.

Currently in Oregon, growing marijuana remains entirely governed by the OMMP.  That is until OLCC begins issuing production licenses and with the exception of small home grows allowed under Measure 91.  Here is a summary of the current framework:

1.  Old OMMP.  Before March 1, 2016, a grower could produce for up to four patients and up to six mature plants per patient (24 mature plants total).  There was no limit on the number of growers allowed at an address.  Therefore, a grow site “stacked” with multiple growers could grow a number of mature plants.  This was the standard in Oregon for many years.

2. HB 3400.  On the heels of Measure 91, last year the Oregon legislature passed HB 3400 which changed parts of the Oregon Medical Marijuana Act.  Part of HB 3400 imposed plant limits at grow sites.  Plant limits went into effect March 1, 2016.  The number of mature marijuana plants allowed at a grow site depends on the location of the grow site.

  • City-Residential Plant Limits – If a grow site is located within city limits and in an area zoned for residential use, no more than 12 mature marijuana plants may be produced at the site, unless the site is grandfathered.
  • All Other Plant Limits – If a grow site located outside city limits or within city limits in an area not zoned for residential use, no more than 48 mature marijuana plants may be produced at the site, unless a site is grandfathered.

Contact the OHA or an attorney to determine what the plant limits for your particular location are, or whether you are grandfathered.

3.  SB 1511.  Fast forward to 2016.  The Oregon legislature passed SB 1511 last month.  The bill intended to amend HB 3400 by pushing the start of the plant limits from March 1, 2016 to April 1, 2016.  The rub is that SB 1511 was not signed before March 1, 2016 and is still awaiting Governor Brown’s signature.

Because SB 1511 is not yet effective, the plant limits began on March 1, 2016 under HB 3400.

There is also a chance that the Governor could veto the bill.  Otherwise, SB 1511 will become law when the Governor signs, or automatically if not signed within 30 days.  We’re coming up on the 30-day mark very soon.

4.  Stay for Persons Applying with OLCC

SB 1511 would provide a way for a grow site to exceed applicable plant limits, even beyond any caps in HB 3400, if a grower is waiting to be licensed by the OLCC and certain requirements are met.  A grower would need to complete the following:

a. OLCC Application – An OLCC application is filed on or before April 1, 2016.  For grow sites in jurisdictions with a moratorium, a land use compatibility statement would not be required for purposes of staying plant limits.

 b. OHA Notice – A notice is filed with the OHA, which would require:

  • the name and signature of each grower located at the grow site;
  • the name of each patient associated with the grow site; and
  • proof that a notice has been sent to each patient associated with the grow site by certified mail.

The notice would need to contain specific information required by the OHA.  Contact the OHA or an attorney to verify that your patient notice meets the requirements.

If an applicant meets the above requirement, the growers at a grow site would be able to continue producing the number of mature plants that were being produced at the location as of the effective date of SB 1511.

Stay tuned to our blog, as we will post any updated stay information when we receive it.

 

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Oregon Marijuana Extracts and Edibles Update (Part 1)

The Oregon Health Authority (OHA) released Information Bulletin 2016-05 in an attempt to clarify many questions surrounding the legality of marijuana extraction under the Oregon Medical Marijuana Program (OMMP).

Below are commonly asked questions we have been receiving and our responses based on the OHA’s most recent bulletin.  This information is general in nature, and subject to change.  The Oregon Health Authority, Governor’s office, Attorney General’s office and state legislators are currently evaluating the situation.

If you have any questions about your specific facts and circumstances, we recommend contacting an attorney.

1.  Is processing marijuana extracts illegal?

If you are not registered with the OHA, the state considers the processing of marijuana extracts to be a Class B Felony.  All marijuana extraction activities should cease immediately.

2.  When can a processor become registered or licensed? 

The OHA will begin accepting processor registrations on April 1, 2016.  It is currently unknown how long it will take the OHA to process applications for registration.

The Oregon Liquor Control Commission (OLCC) began accepting applications on January 4, 2016.  Processor licenses are expected to be issued in third quarter 2016.  Any processors who have submitted an OLCC processor application are not permitted to make extracts until a license is issued.

3.  What is the difference between a marijuana extract v. concentrate?  

Extracts are generally considered more dangerous to create than concentrates.  Although extracts are often thought of as items made with high heat or high pressure, that is not always the case.  The full definitions of extracts and concentrates are below.  See also ORS 475B.015 and OAR 333-008-0010.

Extracts

“Cannabinoid extract” means a substance obtained by separating cannabinoids from marijuana by:
(a) A chemical extraction process using a hydrocarbon-based solvent, such as butane, hexane or propane; or
(b) A chemical extraction process using the hydrocarbon-based solvent carbon dioxide, if the process uses high heat or pressure. 

Common Examples:
– CO2 oil (made with high heat or pressure)
– All BHO oil

Concentrates

“Cannabinoid concentrate” means a substance obtained by separating cannabinoids from marijuana by:
(a) A mechanical extraction process;
(b) A chemical extraction process using a nonhydrocarbon-based solvent, such as vegetable glycerin, vegetable oils, animal fats, isopropyl alcohol or ethanol;
(c) A chemical extraction process using the hydrocarbon-based solvent carbon dioxide, provided that the process does not involve the use of high heat or pressure; or
(d) Any other process authorized in these rules.

Common Examples:
– Bubble Hash
– Rosin (if solventless or using nonhydrocarbon-based solvents)
– RSO (if not made with butane, hexane, or propane)

Whether a product is an extract or concentrate depends entirely on the method of separating cannabinoids from marijuana.  If you have any questions about how processing methods categorizes a product, you should consult with an attorney to make a determination.

4.  Can dispensaries intake or sell marijuana extracts? 

Dispensaries may not accept transfers of marijuana extracts from unregistered processors or transfers of edibles containing extracts made by unregistered processors.  Dispensaries may currently only sell sell extracts or edibles containing extracts that were in stock as of March 1, 2016.

Dispensaries may continue to accept concentrates from unregistered processors and sell concentrates to OMMP patients.  On and after October 1, 2016, dispensaries may only accept concentrates from registered processors.  

5.  Is making and transferring edibles allowed?    

Making edibles with concentrates is allowed and such edibles may be transferred by the edible maker to patients and dispensaries.

Edibles infused with an extract made by an unregistered extractor may only be sold by the edible maker to OMMP patients.  

6.  Do I need to destroy marijuana extracts in my possession?  

Currently, only the unlicensed manufacturing of marijuana extracts is considered illegal.  As long as you are within appropriate possession limits under the OMMP, you do not need to destroy extracts on hand.

7.  Will extracts, or edibles infused with extracts, that were extracted before March 1, 2016 be able to be transferred to dispensaries after the processor registers with the OHA?

It is currently unclear whether extracts created prior to March 1, 2016 will be allowed back into the OMMP system if/when the maker of the extract subsequently registers with the OHA.  We are hopeful that such products will be able to resume moving through the OMMP system in a responsible and safe manner.

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Personal Agreements: OMMP grower and patient contracts

 

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After the dust settles from a legislative session we are always left wondering what happened. Especially after this session which was crazy, fast-paced and chaotic. With the primary piece of legislation being House Bill 3400 there is so much to pull apart (and I will in a really long post). It feels as though the focus has been on big picture policy and not on the practical changes that have occurred. With that being said, tucked away in HB 3400 is this section:

PERSONAL AGREEMENTS

SECTION 83. Notwithstanding ORS 475.304 (7), a person responsible for a marijuana grow site may enter into an agreement with a registry identification cardholder under which the registry identification cardholder assigns, to the person responsible for the marijuana grow site, a portion of the right to possess the seeds, immature marijuana plants and usable marijuana that are the property of the registry identification cardholder.

The section is titled Personal Agreements and we have been waiting for something like this for a very, very long time. One of the biggest challenges of the OMMP is that the patient owns everything all of the time. That means they own the plant and the flower and the trim – everything. Even though the cultivator invests the money, does the work and likely distributes it to people other than the patient it all belongs to the patient and they can claim it at any time. You can see this reflected in statutory language and even in the dispensary transfer forms. While this ownership system might make sense under a purely medical program, under the commercial medical system it has made zero sense.

Section 83 is the fix. Think of it as the ability for the grower to claim their property interest in their product right out of the gate. Essentially a grower may now enter into a contract (yes that means a real document between a grower and a patient that all parties will sign) where the patient signs over their interest to the grower. Couple this with the fact that the Oregon legislature has removed the reimbursement language from the dispensary piece of the medical program and you have a system that actually looks and feels like a real commercial program.

We will post a sample version of a contract like this but remember this is a binding contract so it is important to think carefully about what goes in it and consider having a lawyer draft it or at least review it. Here are a few things that should be included:

  • patient and grower name, OMMP card number, date card expires
  • how much product is being released to grower
  • how much, if any, interest will the patient retain
  • what is the patient getting in return for the use of their card, if anything
  • is there any financial compensation being included for any party
  • what is the grower’s obligation to the patient
  • if there is medicine going to the patient how much and when
  • what happens if grower can’t perform and provide patient the agreed medicine or compensation
  • are there circumstances where the amount, either medicine or financial compensation, might change
  • what happens when it is time to renew, who pays and who has the responsibility to make sure that renewal occurs
  • how much access, if any, does the patient have to the garden or information about production
  • actual language that releases property interest

There are many more pieces that should go into a Personal Agreement. This list is absolutely not exhaustive. Each one of these documents should be commemorating the specific agreement between a patient and their grower. If you are establishing a medical garden or participating in the system now it is time to get your agreement in place. Think of it as progress.

As a side note – look carefully at the statutory language in Section 83 and you will see something new. The term “person responsible for a grow site”.  This is also a new concept for cultivators but is pulled from the dispensary program. The OHA will be making rules around this term so stay tuned. 

 

 

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Overhaul of WA Medical Marijuana Program

WA Pot

Last Friday, Washington Governor Jay Inslee signed into law Senate Bill 5052, also known as the Cannabis Patient Protection Act.  The governor vetoed a few sections, but most of the bill remains intact.  The law takes effect July 1, 2016, and attempts integrate Washington’s medical marijuana system with the state’s recreational marijuana market.  SB 5052 moves oversight of Washington’s medical marijuana program from the Department of Health to the newly dubbed Washington State Liquor and Cannabis Board (WSLCB).

Throughout the legislative session, the bill was criticized by the medical marijuana community for limiting patient access to medicine by significantly reducing possession and cultivation amounts, creating a government database which may violate patient privacy and expose patients to criminal liability, and potentially eliminating jobs by forcing existing medical dispensaries to close if they do not obtain a recreational license before July 1, 2016.  So what exactly is in place?

Optional Patient Database

In Washington, patients only need a doctor’s recommendation to qualify as a medical marijuana patient. No card system or registry currently exists.  SB 5052 creates an optional patient database.  Patients who voluntarily register may possess three times as much marijuana as is allowed under the recreational law.

The medical marijuana community argues that forcing patients to register in order to have sufficient access to medicine would essentially force patients to admit to committing a federal crime, and that disclosure of personal medical information is a violation of privacy laws under the Health Insurance Portability and Accountability Act (HIPAA).  Sen. Ann Rivers, the sponsor of the measure, said that part of the reason the database is so important is to find out if there are enough stores providing medical products to patients.

Patient Possession Limits

Prior to SB 5052, medical marijuana patients could possess up to 24 ounces of usable marijuana and 15 plants.  Under the new law, a patient may have the following limits:

  • three ounces of usable marijuana (flower)
  • 48 ounces of marijuana-infused product in solid form (edibles)
  • 216 ounces of marijuana-infused product in liquid form (beverages)
  • 21 grams of marijuana concentrates (oil, wax)

A patient may also grow up to four plants for personal medical use and possess up to 6 ounces of usable marijuana products from the patient’s plants.

However, if a doctor determines that the patient’s needs exceed the amounts above, the doctor may specify it is recommended that the patient be allowed to grow up to 15 plants for personal medical use and possess up to 16 ounces of usable marijuana from the patient’s plants.

Collective/Cooperative Gardens

Currently, medical marijuana patients may pool their resources and participate in collective gardens.  Each such garden is limited to 10 patients and each patient may allocate some or all of their personal 15 plant limit to the collective.  However, no collective may have more than 45 plants total.  SB 5052 essentially reduces the number of patients that may be associated with a collective garden from 10 patients to four patients.

SB 5052 now dubs collective gardens as cooperative gardens.  Each co-op is limited to four patients.  Each patient may allocate some or all of their personal plant limit (which is 6 or 15 plants depending on the patient’s medical needs) to the co-op.  However, no co-op may cultivate more than 60 plants total.

Large collective gardens have until July 1, 2016 to either reorganize into a co-op with less patients, or obtain a producer license from the WSLCB.  The state will grant priority to collectives who demonstrate their experience in the marijuana industry and who have been good proprietors.

Medical Marijuana Dispensaries

Lastly, one of the largest criticisms of the law is that medical marijuana dispensaries exclusively serving medical marijuana patients will no longer exist.  Instead, medical marijuana dispensaries must become licensed recreational stores and obtain a medical cannabis endorsement indicating that the applicant is knowledgeable in the medical use of cannabis.

Under I-502, the WSLCB has limited the number of recreational retail licenses it will issue to 334.  The number was determined using a formula that distributes the number of locations proportionate to the most populous cities within each county.  SB 5052 provides that the WSLCB must reconsider and increase the maximum number of retail outlets it established and allow for a new license application period and a greater number of retail outlets to be permitted in order to accommodate the medical needs of patients.  The WSLCB will conduct an evaluation of applications received during the application period.

The WSLCB is now tasked with developing a merit-based application process that allows applicants the opportunity to demonstrate their experience and qualifications in the marijuana industry.  The board will give first priority to applicants that have the following qualifications:

  • applied for a state retailer license prior to July 1, 2014
  • operated a collective garden before January 1, 2013
  • maintained a state business license and a municipal business license, as applicable
  • has a history of paying all applicable state taxes and fees

Medical and recreational operations should prepare themselves for transitions in 2016.

 

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How To Start a Cannabis Business in Oregon Post BM91

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 

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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: