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OMMP Reporting: Do your best

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As many of you know, the Oregon Medical Marijuana Program (OMMP) requires reporting to track medical marijuana transfers. All registered dispensaries and processors must submit inventory and transfer reports on a monthly basis. Dispensaries participating in early retail sales must submit quarterly reports. In addition, some growers and patients growing for themselves are required to submit similar reports. Reports are due by the 10th of each month.

We have now been through two reporting periods. The feedback has been that grower reporting has been very cumbersome. This is partly because of the following:

  1. A separate user account must be created for each grower.
  2. A different e-mail address is required for each account.
  3. A grow site may have numerous patients designated as their own grower.
  4. A patient does not appear on the online system because renewals have not been fully processed.
  5. Some users have experienced technical difficulties with the website.

In response to points 1-3 above, the Oregon Health Authority (OHA) is in the process of creating a new user status called a “Grow Site Administrator.” Delegating reporting duties to a Grow Site Administrator requires a signature from the patient. In addition, it is unpredictable how long it will take the paperwork to be processed by the OHA once it is submitted. The idea is a good one for growers staying in the OMMP, but this may be too late for grow sites transitioning into recreational production facilities relatively soon.

If you experience points 4 or 5, we have been told that you can submit your monthly report by e-mail to MMG.Online@state.or.us.

In the meantime, all we can say is do your best. For those worried about penalties, Emerge received the below automatic response from the OHA last week:

Thank you for contacting the program. If you have emailed us, we know you are doing your due diligence and trying to comply to the reporting requirements. You will not receive any civil penalties if your reporting is late. We continue to experience high volume and your email will be addressed as quickly as possible.  Please allow 7 – 10 business days for us to reply back to your request.

Thank you,

 The Oregon Medical Marijuana Program

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Oregon DOJ Clarifies Medical and Homegrow Plants Allowed

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We get this question a lot.  Can I have six mature medical plants and four home grow plants?  The answer is YES, (assuming you are over 21 and a patient growing at home).

The Oregon Department of Justice has published an opinion regarding the intersection of the laws that govern Oregon’s medical and recreational marijuana programs.

In summary, an OMMP grow site located at a patient’s residence may have:

  • 6 mature medical marijuana plants (a per-patient limit), and
  • 4 recreational marijuana plants (a per-household limit).

In addition, a patient may possess up to:

  • 24 ounces of usable medical marijuana (a per-patient limit), and
  • 8 ounces of usable recreational marijuana (a per-household limit).

There are different usable marijuana possession limits for growers, depending on whether the grower is producing marijuana at a patient’s residence.

Members of the public may possess only:

  • 4 recreational marijuana plants at his or her household (a per-household limit),
  • 8 ounces of usable recreational marijuana (a per-household limit), and
  • 1 ounce of usable marijuana in a public place.

The opinion also concludes that the limits in the Oregon Controlled Substances Act apply to possession of marijuana concentrates and extracts. Both patients and members of the public must abide by the following possession limits:

  • 16 solid ounces of marijuana products or concentrates,
  • 72 liquid ounces of marijuana products, and
  • 1 ounce of marijuana extract purchased from a licensed retailer or dispensary.

While members of the public may make their own marijuana concentrates, edibles, or other cannabinoid products for personal consumption, it is still illegal to process marijuana extract without a license issued by the Oregon Liquor Control Commission or Oregon Health Authority. The entire opinion is available here: https://www.doj.state.or.us/agoffice/agopinions/op2016-2.pdf.

The information in this blog post is a summary. These laws and rules are nuanced, and are applied differently based on several factors, such as location of possession. Contact a member of our compliance team with any questions.

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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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Emerge Wins Inaugural Dope Industry Award for Best Law Firm in Oregon

Emerge Law Group is honored to have been voted the Dope Industry Award for Best Law Firm in Oregon by the cannabis industry.

The DOPE Industry Awards, more commonly referred to as the DIAs, was held at Portland’s Pure Space. With the biggest names in the Oregon cannabis industry dressed to the nines in honor of an industry that is still federally illegal, the evening was nothing short of a page out of a new age fairy tale.

Full list of winners can be found here and a video recap here.

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Oregon’s 25% Sales Tax on Early Sales

* * * Updated January 21, 2016 * * *
Oregon’s the new sales tax is applicable to medical dispensaries that have so-called “early” or “recreational” sales to non-medical customers under SB460 from January 4, 2016.  The Oregon Department of Revenue (“ODR”) released temporary tax regulations that medical dispensaries with such sales need to be aware of as they move into the new year.
A pdf of the regulations can be dowloaded from ODR’s marijuana tax page.
General Requirements of the Sales Tax
1.  The tax starts January 4 on rec. sales to dispensary customers;
2.  The tax is 25% of the retail price of the seed, flower, leaf, or nonflowering plant;
3.  The amount of the tax must rounded up to the next whole cent;
4.  The tax should be separately itemized on customers’ receipts and must be disclosed to the customer;
5.  The tax should be collected from customers;
6.  The tax must be deposited with ODR using the payment voucher in the month after the sale;
Some “To-Do” Items for January 4
Register for the new tax, if applicable.  ODR has provided a form for this purpose.
Dispensary POS systems should be set up to calculate sales tax on “early” sales, rounding up to the next whole cent, and to generate receipts that separately state the amount of the tax.
Internal accounting folks will need to track early sales from January 4, 2016.
Prepare to make a deposit, using the newly released ODR voucher, in February for January sales.  A prior appointment is required if you will pay in cash.  Interestingly, ODR felt it necessary to communicate it is not interested in cash that was removed from a body cavity, corpse, or animal.
Happy holidays and new year!
Update
Under the current OLCC regulations, which will be applicable to recreational sales, there are a range of rules that appear intended to prevent tax motivated “bundling.” In a previous version of this blog post, I wrote that those rules would apply to early sales. Based on public comments, it appears the Oregon Department of Revenue does not consider those rules to apply. Note that care should be taken to document the retail sales price and the amount of the tax collected in each transaction to which the sales tax applies.
“Bundling” is selling items subject to a sales tax for a low price, so long as the customer also purchases a high-priced item that is not subject to a sales tax.
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Organic Marijuana: Another Problem With Federal Law

Is there such a thing as organic marijuana? Like most things in the industry, the answer isn’t simple. Many cultivators use organic techniques. So yes, organic cannabis exists. However, can flower, concentrates, oils or edibles be marketed as organic? That answer is NO.

Federal Regulation of the Word “Organic”

Use of the word “organic” on agricultural products is regulated by the U.S. Department of Agriculture (USDA) under the Organic Food Production Act of 1990 (OFPA). Only agricultural products certified by approved agencies may be marketed as “organic”. Marijuana is considered an agricultural product under the OFPA, but the USDA will not certify marijuana as organic because the substance remains illegal under federal law.

“Organic” Marijuana Products

So where does this leave marijuana producers? Can a business name include the word “organic”? How can “organic” products be described to discerning consumers or sensitive medical patients seeking such products? Here are a few thoughts:

  • Business Name – In August 2014, the USDA issued a statement to its various certifying agencies stating that business names containing the word “organic” do not inherently constitute a false or misleading statement. Therefore, technically you can use the word “organic” in a business name BUT it may not be practical to do so (see labelling below).
  • Labelling – Remember, the key issue is to protect consumers by preventing false advertising and providing uniformity. Consequently, the USDA regulates how you can use “organic” in labeling products. There are two main product label parts: (1) the principal display panel (PDP); and (2) the information panel. The PDP portion of the package is the front, what consumers most likely see at the time of purchase. The information panel includes the list of ingredients contained in a product and other product information. We do not recommend using the term “organic” on the PDP for marijuana products. Therefore, if a business name includes “organic” it should not appear on the PDP. You may consider an assumed business name or branding product lines. However the information panel can be used to identify ingredients used in the product that have been certified organic.
  • Alternative Terms – Businesses can use other words or phrases to describe their products. Alternative terms such as “clean”, “natural”, “local”, “whole” and “sustainable” are not regulated liked the word “organic”.
  • Alternative Certification Programs – Lastly, there are alternative certification programs for the marijuana industry equivalent to organic certification. Currently two private companies have been created, Clean Green Certified and Certified Kind. Alternative certification costs approximately $1,800 to $2,000 per year. But remember, even with alternative certification, you cannot market products as “organic”.

Prior to the OFPA, organic food was regulated by the states. There were substantial differences in organic farm regulations from state to state. For example, by 1990 three states operated their own organic certification programs, four states used independent certification organizations, and fifteen states defined organic techniques but did not require certification. Organic farmers found the patchwork of state regulation to be confusing to consumers and lobbied Congress to pass federal law to provide consistent and uniform information to consumers and promote fair trade practice. My prediction is that states at the forefront of marijuana legalization will begin self-regulating, similar to the food industry. In fact, Oregon passed the nation’s first organic certification law in 1973. Maybe Oregon will lead the way again by developing marijuana industry standards.

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The Ninth Circuit Applies 280E

If a tax practitioner tells you the Tax Court cases of CHAMP and Olive are singularly unfavorable to cannabis businesses, he or she is not telling you the whole story.  In both cases, the court was faced with the unfriendly language of IRC § 280E.  In both cases, the outcome would have been worse for the taxpayer if the court had not used its discretion to make favorable determinations on key issues.

The Ninth Circuit opinion in Olive v. Commissioner (link is to pdf) may indicate the Ninth Circuit is continuing this trend.  The opinion appears to provide subtle, but much needed, support for the “non-trafficking trade or business” model made famous in the CHAMP case.  Summarizing briefly, the model essentially allows a cannabis business that includes substantial non-trafficking business activities to reasonably allocate expenses to a non-trafficking trade or business, thereby permitting deduction of 100% of the allocated portion of the expense.

Right now, many CPAs are loathe to sign a tax return that respects a non-trafficking trade or business.  This may be because of an argument made by Edward Roche in his respected 2013 journal article on the taxation of cannabis businesses.  Professor Roche, in an article is of considerable breadth, laid out in detail the complex legal arguments needed for a retail cannabis business to permissibly pay federal income taxes at sustainable levels.

However, one of Professor Roche’s conclusions was that the tax law makes it difficult to establish a second trade or business and therefore difficult to treat that business as non-trafficking for purposes of IRC § 280E.  Appearing to follow the Tax Court’s lead in Olive, he applied a multi-factor analysis from the Trupp case applying the rules of IRC § 183, relating to hobby losses, to the question.  He did not, however, consider accounting method cases under IRC § 446, which also address the issue and are likely in some cases be more favorable to the taxpayer.

The Ninth Circuit’s analysis in Olive, in contrast, comes close to suggesting single factor test for identifying a second trade or business.  The court provides an analogy to a book-store that either (A) provides free coffee and cookies, etc., or (B) charges for coffee and cookies, etc.  In the first example, there is one trade or business.  In the second, there are two trades or businesses.  Although the treatment of the issue is almost cursory, and appears to be offered merely to distinguish Martin Olive’s facts from the facts in CHAMP, it is arguably more consistent with the way multiple trades or businesses are treated in the accounting method cases.

So what is the takeaway from this newest piece of IRC § 280E law?  As always in tax, facts are king.  Cannabis businesses with significant non-trafficking activities should work with a specialist in this area to determine whether those activities rise to the level of a non-trafficking trade or business.  If they do, a written plan should be put in place to reinforce that determination and, if appropriate, offer penalty protection to the business.  If they do not, it is reasonable to ask what substantive changes could be made to the way the business operates to change the determination.

If the CPA is not on board, a dialogue needs to occur with the CPA.  The question is, what will give the CPA comfort that he or she can sign a tax return consistent with the plan?  As was clear in CHAMP, and is now clear from the Ninth Circuit opinion in Olive, a decision to operate a cannabis business as a single trade or business for tax purposes can significantly reduce the amount of money the business generates for its owners on an after-tax basis.

For a cannabis business, engaged in non-trafficking business activities, it may be worth consulting with your cannabis tax attorney to determine whether the Ninth Circuit opinion in Olive, or other applicable caselaw, permits the allocation of expenses to a non-trafficking business where they may be deducted.
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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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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: