Category Archive for: Oregon

Home / Category: Oregon
image title

Emerge Law Group invites you to attend our Cannabis & Psychedelic Industry happy hour co-hosted with Allay Consulting!

REGISTER HERE

Thursday, February 16, 2023
4:00 pm – 7:00 pm Pacific Time
Gigantic Brewing – Brewery & Taproom
5224 Southeast 26th
Portland, OR 97202

Allay Consulting is a cannabis and psilocybin compliance consulting firm with locations in Denver CO and Portland OR. Allay specializes in FDA, OSHA, state specific regulations, and cGMP/GACP/Organic/ISO certification. Allay Consulting is comprised of former cannabis regulators that now support cannabis & psilocybin companies with their compliance goals. Please visit www.allayconsulting.com to see all of their services.

We would love for you to join us for drinks and networking! See you there!

 

Continue Reading
image title

Authors:
Kaci Hohmann and Delia Rojas, Attorneys at Emerge Law Group

On September 30, 2022, the federal Financial Crimes Enforcement Network (“FinCEN”) published final regulations governing beneficial ownership reporting requirements under the Corporate Transparency Act (the “Final Rule”). The Final Rule substantially mirrors the draft rules covered in our earlier blog on the topic. The Final Rule becomes effective January 1, 2024. See our summary and tips below to prepare for the upcoming reporting requirements.

Who must report?

The Final Rule requires a “reporting company” to report certain information to FinCEN regarding its beneficial owners and company applicants. A “reporting company” is any domestic or foreign entity created or registered to do business in a U.S. state or Indian tribal jurisdiction (“Reporting Company”). This definition would seemingly capture nearly all US businesses, although there are 23 categories of exemptions set forth in the Final Rule, including (i) certain inactive entities, (ii) insurance companies, (iii) financial institutions, and (iv) large operating companies employing more than 20 full-time employees, having an operating presence in the U.S., and having gross receipts for sales in the U.S. exceeding $5,000,000.

Who is reported?

Each Reporting Company must report information concerning its “beneficial owners,” which includes any individual who, directly or indirectly, exercises “substantial control” over or owns or controls 25% or more of the “ownership interests” of the Reporting Company (“Beneficial Owners”).

An individual has “substantial control” over a Reporting Company if they serve as a senior officer, have authority over the appointment or removal of any senior officer or a majority of the directors (or similar body), or directs, determines, or substantially influences important Reporting Company decisions.  FinCEN indicated that it designed the “substantial control” element to capture the key individuals of the Reporting Company who direct its actions and to “focus the applicability [of the Final Rule] on the senior officer element of the definition of substantial control”.

In the Final Rule, the definition of “ownership interest’’ more broadly focuses on types of arrangements that directly or indirectly convey ownership interests, such as equity, convertible instruments, and put options. Additionally, the definition of “ownership interest” now includes a catch-all provision for “any other instrument, contract, arrangement, understanding, relationship, or other mechanism used to establish ownership.” Importantly, any option or similar interest of the Reporting Company is treated as exercised in determining “ownership interest.”

In response to extensive public comments on the topic of a “company applicant”, the Final Rule requires Reporting Companies created or registered on or after January 1, 2024, to report information related to a “company applicant.” A company applicant is the individual(s) primarily responsible for directly filing the document that creates or registers a Reporting Company, such as a law firm (“Company Applicant”).  Entities created or registered before January 1, 2024, are not required to report information with respect to any “company applicant.”

What information must reports include?

The initial report for the Reporting Company must include the legal name, any trade name or d/b/a name, principal place of business address in the U.S., state of formation or registration, and its IRS employee identification number. The Reporting Company must also provide the full name, date of birth, current address, the number and issuing jurisdiction of a passport, identification card, or driver’s license, and a photo of the identification document used for each Beneficial Owner and Company Applicant.

When must reports be filed?

Reporting Companies in existence prior to January 1, 2024 must file its initial report before January 1, 2025. Reporting Companies created or registered on or after January 1, 2024 must file its initial report within 30 calendar days of receiving actual notice that it was created or registered to do business with a secretary of state or similar office. If a Reporting Company’s exemption status changes, a report must be filed within 30 calendar days of the change in exemption status. Lastly, if there are any changes to the information filed in the initial report, an updated report must be submitted within 30 calendar days of the change.

What proactive compliance steps should businesses take?

The Final Rule imposes considerable new federal compliance requirements on businesses. Although some entities will be exempted, many will not. Every business should investigate whether it is a Reporting Company or qualifies for an exemption. A Reporting Company’s failure to comply with the reporting requirements could result in significant penalties and possible imprisonment.

Businesses with reporting obligations should create and implement internal policies and procedures to ensure that all reporting is timely and properly made. It’s not too early to begin collecting the information your business may need to report. Additionally, businesses and business attorneys should consider adding provisions to certain agreements requiring the applicable people to cooperation with required information collection and reporting, and update confidentiality clauses to carve out exceptions for reporting requirements.

If you have any questions or concerns about how the beneficial reporting requirements may impact your business, contact an attorney from our Business Group.

See the final rule here.

Continue Reading
image title

Author:
Blake Marvis, Attorney at Emerge Law Group; Oregon Litigation Practice Group

In August, the First Circuit Court of Appeals became the first federal appeals court to address an issue that had been litigated in district courts since 2020.  The question was relatively straightforward – does the dormant commerce clause (“DCC”) prohibit state residency requirements for owners of state-licensed cannabis businesses?

Many states that have legalized cannabis instituted various types of residency requirements for owning or operating a cannabis business within their borders.  The Supreme Court’s decision in Tennessee Wine and Spirits Retailers Association v. Thomas, 139 S.Ct. 2449 (2019) also breathed some new life into the DCC. Multiple cannabis-related cases leveraged that decision to make stronger DCC arguments.

Numerous district court cases that addressed this issue concluded that various residency requirements violated the DCC.  See NPG, LLC v. City of Portland, Maine, 2020 WL 474913, at *10-11 (D. Maine, Aug. 14, 2020) (determining that the DCC “likely restricts the City’s licensing of marijuana retail stores”); Toigo v. Dep’t of Health and Senior Servs., 549 F. Supp. 3d 985, 995-996 (W.D. Miss. 2021) (granting preliminary injunction and determining that Missouri’s “residency requirement is likely unconstitutional under the dormant commerce clause.”); Lowe v. City of Detroit, 544 F. Supp. 3d 804, 815-816 (E.D. Mich. 2021) (granting preliminary injunction against residency requirement based on violation of the DCC).  However, one district court determined that because cannabis is illegal under federal law, the DCC offered no protection or mechanism for striking down residency requirements related to cannabis.  See Original Investments, LLC v. State, 542 F. Supp. 3d 1230, 1234-1237 (W.D. Ok. 2021).

The First Circuit sided with the majority of district court decisions and held that Maine’s residency requirement for officers and directors of medical cannabis dispensaries violated the DCC.  See Northeast Patients Group v. United Cannabis Patients and Caregivers of Maine, 45 F.4th 542, 558 (1st Cir. 2022).  The First Circuit addressed defendant’s three main arguments in making its holding.

First, the Court addressed the argument that because cannabis is illegal under federal law, there is no “interstate” market for cannabis.  Therefore, the DCC does not apply because Maine was not discriminating against any “interstate” market.  Id. at 547.  The Court rejected this argument, stating that Gonzales v. Raich had established there was an interstate market for cannabis that Congress could regulate, even though that market was illegal.  Id.  The Court also looked to the fact that Congress had passed the Rohrabacher-Farr Amendment, and identical versions every annual congressional appropriation since, which the Court considered a tacit acknowledgement of the interstate cannabis market.  Id. at 547-48.

Second, the Court addressed the argument that because cannabis is federally illegal under the Controlled Substances Act (“CSA”), the DCC offered no protection to such illegal commerce.  Id. at 548.  The Court rejected this argument as well, indicating that the precise question before it was not “whether the CSA preempts the residency requirement,” but rather whether “the residency requirement cannot stand because it transgresses the [DCC] due to the substantial burden that this requirement . . . imposes on interstate commerce.”  Id.  The Court also focused again on how Congress had passed legislation related to state-legal cannabis regimes – including the Rohrabacher-Farr Amendment – since the enactment of the CSA, which reflects that “Congress contemplates both that an interstate market in medical marijuana may exist that is free from federal criminal enforcement and that, if so, this interstate market may be subject to state regulation.”  Id. at 549-550.

Third, the Court addressed the final argument from defendants, which asserted that the CSA evidenced Congress’s intent to “consent to otherwise impermissible state regulation.”  Id. at 550.  After extensive discussion about which legal standard to apply (i.e., whether Congress needed to make a “clear statement” or not on the issue), the Court ultimately determined that Congress did not need to make a clear statement that residency requirements were permissible, CSA notwithstanding.  Id. at 553.

Zooming out, the real thrust of the First Circuit’s decision narrowed in on how the situation of state-legal cannabis is unique. The Court avoided a finding that the DCC did not apply without a clearer statement from Congress on the issue.  In other words, the Congressional intent that could be gathered from the CSA, the Rohrabacher-Farr Amendment, and other cannabis related legislation was mixed and the Court would not interpret this mixed intent as barring application of the DCC.

It is important to note that the First Circuit’s decision was not unanimous and Judge Gelpi dissented from the holding.  Id. at 558.  The dissent focused on the argument that the CSA rendered cannabis illegal, which subsequently bars application of the DCC.  Id. at 558-559.  In other words, the dissent determined that the “fundamental objective” of the DCC was “inapplicable, because Congress has already outlawed the national market for marijuana.”  Id. at 559.  Interestingly, the dissent agreed that the DCC would render the residency requirement unconstitutional, but that the appellees “should not be able to receive a constitutional remedy in federal court to protect the sale and distribution of a controlled substance which remains illegal under federal law.”  Id. at 560.

Overall, the First Circuit decision provides an interesting glimpse into how subsequent cases addressing this issue could be litigated.  It seems most likely that other federal courts will follow suit and continue to find that the DCC prohibits various residency requirements implemented by states with legal cannabis industries.  Although, the dissent does provide some potential for contrary arguments.  Similar DCC and constitutional issues will be raised in the recent Oregon lawsuit seeking to overturn the prohibition on interstate cannabis sales.  And this type of reasoning can also be applied to other controlled substances, including the up-and-coming psychedelics industry in Oregon and in other states.

Continue Reading
image title

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!

Continue Reading
image title

Authors:
Alex Berger, Attorney at Emerge Law Group
Kristin Stankiewicz, Senior Counsel at Greenspoon Marder

The Oregon Liquor and Cannabis Commission (“OLCC”) periodically updates its recreational marijuana rules, often just to fix technical errors or clarify existing rules. But sometimes those rule changes can profoundly impact the marijuana business.   OLCC’s current draft rule updates propose changes that, if adopted as written, may significantly impact the industry in ways that could be bad for business.  We discuss below the proposed rules that we think may be the most disruptive for the industry.

Conditional Approval Required for Changes to Business Structure – OAR 845-025-1165(3)

OLCC’s current rules allow a marijuana licensee to add or remove any individual who qualifies as an “applicant” (such as certain equity investors) at any time by simply notifying OLCC before the fact. Then, if OLCC finds the added applicant to be unlicensable, the licensee may remove them from its business structure.  Because the current rule allows a licensee to add equity investors immediately, without having to wait for OLCC approval, it has been a life-saver to the industry, which, especially now, needs investment more than ever.

OLCC now proposes to eliminate this rule and require licensees to obtain “conditional approval” prior to the addition or subtraction of an individual applicant.  If adopted, this rule would be a step backward, causing delays for businesses trying to add capital or make management changes.  In years past, before adopting the current rule, OLCC could take six to nine months (or longer) to approve new applicants, slowing licensees’ ability to change and adapt to the market.  Reverting to a pre-approval system, even just “conditional approval,” could again delay capital raising for an already hobbled industry.

Prohibition on “Operating a Licensed Business” Pending a Change of Ownership – OAR 845-025-1170(3)

This draft amendment would prohibit a proposed buyer from “operating” an OLCC-licensed business until the OLCC approves the buyer’s change of ownership application.  Currently,  change of ownership approval can take anywhere from 30 to 90 days. Under the current rules, a buyer may assist with the seller’s business operations so long as buyer and seller comply with applicable OLCC disclosure rules.

Though it’s not entirely clear from the amendment’s language, the proposed rule may inhibit a buyer’s opportunity to work with a seller in the period leading up to a change of ownership. We see no reason that a buyer should not be able to assist the seller in operating its business so long as that person or entity has first been disclosed to OLCC through the standard change of business structure notification process.  Again, this change appears to be a step backwards from OLCC’s current, streamlined licensing approach, and, if adopted, could disrupt purchase and sale transactions and smooth transitions from sellers to buyers in an already volatile marketplace.

Major Changes to OLCC “Combo” Change of Ownership and Location Actions – OAR 845-025-1170(6)(a)

Currently, OLCC allows a recreational marijuana licensee to submit simultaneous change of ownership and location applications, in what the OLCC calls “combo” actions.  Combo actions allow a licensee to sell an OLCC-licensed business to a buyer who can simultaneously move the business to a new location.  This proposed rule would condition a combo action on the seller first requesting to surrender its license before the OLCC assigns the change of ownership application to an investigator.  And the amendment specifically states that OLCC will process the seller’s license surrender even if the change of ownership process is not ultimately completed, which would leave the seller without a license if the sales transaction falls through.  Such a change could reasonably eliminate most, if not all, combo actions, because the seller risks losing its license if the sale doesn’t close.

Regardless of OLCC’s intent, if adopted, the rule may only serve to undermine the efficient sale and purchase of licensed businesses.  To avoid losing its license, a seller would either need to complete a change of ownership first and then a change of location, or vice versa, each of which requires 30-90 days of wait time.  And doing separate change applications would increase the necessary documentation and assumed legal risk (such as entering into a lease at a location where a seller or buyer does not intend to operate).  Of all the new proposed rules, this one may have the most significant impact to OLCC-licensed businesses, and frankly, would likely create significantly more work for OLCC.

Potency Audits and Relabeling Requirements – OAR 845-025-5760(4)

Current rules permit OLCC to require a licensee to submit any of its products to OLCC audit testing.  However, this proposed rule would allow OLCC to require the batch of product to be relabeled at the cost of the licensee if audit testing reveals a “statistically significant difference” in potency (THC/CBD) results from the initial compliance test. OLCC estimates that such relabeling could cost a licensee $10,000-$30,000, though the actual cost would depend on many factors including batch size, labor costs, supplies, etc.

This proposed amendment would effectively permit OLCC to penalize producer, processor, or wholesaler licensees for a lab licensee’s inaccurate potency test results.  In other words, even if a licensee complies with all testing rules, the OLCC may effectively impose a civil penalty on that licensee, which has not committed any violations, if a laboratory provides that licensee with inaccurate potency numbers.

Further, this proposed amendment presupposes audits of fully packaged and labeled products, including, presumably, those products already on retail shelves and available for purchase.  Auditing products when they are already available to the public seems to undermine the point of audit testing in the first place – to protect the public.  Also, from cost and logistical perspectives, audit tests performed after product distribution would necessitate that product’s recall and collection prior to relabeling.

To address these issues, the OLCC could craft a rule in which it conducts audit testing immediately after, or in conjunction with, compliance testing, so that the licensee can label it accurately the first time around.  Crafted that way, the rule would better protect public safety while sparing producer, processor, or wholesaler licensees from penalties based on a lab’s inaccurate results.

Clarification on Retailer Walk-Up and Drive-Through Windows– OAR 845-025-1300(1)(g)

Current OLCC rules regarding retailer deliveries to customers outside the licensed premises seem to conflict in some ways. The rules have always prohibited the delivery of marijuana through walk-up or drive-through windows. At the beginning of the pandemic, however, the OLCC adopted temporary rules to allow the on-site delivery of marijuana within 150 feet of a licensed premises.  These rules became permanent and have been good for retail customers who want a contactless purchase experience.

Under the current rules, retail staff can simply bring the order out to a customer’s car parked within 150 feet of the licensed premises but cannot sell products through a walk-up or drive-through window. To resolve this conflict, OLCC’s proposed amendment removes the prohibition against walk-up windows, but not drive-through windows. Given that retailers may already deliver to customers in cars nearby, the continued prohibition against drive-through windows seems illogical and may prevent retailers from maximizing their efficiency.

Categorization of Rule Violations, Generally

The proposed rule amendments add categories for rule violations that were previously uncategorized.  This is a positive change insofar as it provides certainty for licensees regarding the penalties for different types of rule violations.  However, some arguably minor violations, including some that pose no threat to public safety, carry fairly stiff penalties under the proposed amendments.

For example, pursuant to the draft amendments, the failure to notify OLCC of a temporary business closure lasting 30-days or longer would be a Category III violation (OAR 845-025-1160(5)(a)). Category III violations are considered “violations that create a potential threat to public health or safety,” and OLCC would typically impose a $2,500 fine or a 10-day license suspension for the first violation in a 2-year period. Notably, “temporary business closure” is undefined, so a licensee may not know when it is in violation of this rule.  Other proposed Category III violations include failure to notify OLCC of change in an applicant’s contact information, and failure to notify OLCC of disciplinary action by another governmental entity (such as a county or city) (OAR 845-025-1160(5)(a)).

Have Your Voice Heard!

The above examples, though significant, represent only a fraction of the proposed amendments.  We encourage all OLCC licensees to read these proposed rule changes and let OLCC know what you think about them.  OLCC has scheduled a public hearing on the proposed rules on October 25, 2022 from 10am-11am, and you can provide testimony virtually at that time by visiting the listed event here under the “Recreational Marijuana” meeting schedule:  .

You can also provide feedback to OLCC by sending in written comments to the proposed rules by October 31, 2022, at noon.  Comments should be emailed to OLCC Rules Coordinator Nicole Blosse at nicole.blosse@oregon.gov.

Please do not hesitate to reach out if you have questions or need guidance regarding these proposed rule changes.

Continue Reading
image title

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.

Continue Reading
image title

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.

Continue Reading
image title

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.

Continue Reading
image title

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.

 

Continue Reading
image title

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.

Continue Reading

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: