GENNY KILEY

SHAREHOLDER
Direct:  503.467.0392
Email:  genny@emergelawgroup.com

Genny Kiley focuses her practice on business and corporate transactions and provides practical business advice to companies of all sizes and stages.  While she has assisted large publicly held companies, Genny has extensive experience advising closely held and family-owned businesses on business structuring, corporate governance, mergers and acquisitions, and corporate finance.

Genny is Chair of Emerge’s Cannabis Industry Group and counsels a diverse client base with a particular focus on cannabis businesses, including growers, processors, wholesalers, and retailers.  Genny has helped numerous cannabis businesses navigate state and local cannabis rules and regulations and obtain recreational and medical marijuana licenses.  In the converse, Genny has also advised many businesses transacting with “plant touching” businesses, including landlords, equipment manufacturers, and lenders.  In the cannabis industry there is no “boilerplate”.  Her combined business and regulatory background provides a unique perspective when advising clients to help avoid common pitfalls unique to the cannabis industry in connection with business transactions.

Prior to co-founding Emerge Law Group, Genny practiced at Schwabe, Williamson & Wyatt.

Awards

Northern California Super Lawyers, Cannabis Law (2022)

Oregon Super Lawyers, Cannabis Law (2021)

Portland Business Journal, “Forty Under 40” Emerging Business Leaders award (2018)

Professional Memberships

Oregon State Bar Business Law Section, Member
Chair (2020), Executive Committee Member (2015-2021)

Oregon State Bar, Agricultural Law Section, Member
Secretary (2022), Executive Committee Member (2022)

Oregon State Bar, Cannabis and Psychedelics Law Section, Member

International Cannabis Bar Association, Member

National Cannabis Industry Association, Member
NCIA State Regulatory Committee (2017-2019)

California Cannabis Industry Association, Member
Agriculture & Manufacturing Committee (2022)

Oregon Asian Pacific American Bar Association, Board Member (2012)

Community Activities

LawMeets 2020 M&A Boot Camp, Coach

University of Oregon School of Law, Adjunct Professor, Mergers & Acquisitions

We Love Clean Rivers, Board Member

Thymic Carcinoma Center, Board Member

Speaking Engagements

June 10, 2022
Washington, DC
International Cannabis Bar Association
Cannabis Law Institute
Preparing Your Client for Raising Money: Housekeeping, Corporate Governance, & Anticipating Structure Changes, Genny Kiley

December 16, 2021
San Francisco, CA
National Cannabis Industry Association
2021 Cannabis Business Summit & Expo
From Legacy to Craft:  Appellations, Social Equity, and Interstate Commerce

September 30, 2021
Los Angeles, CA
CBD Expo West
FDA Compliance and Regulations in California

June 11, 2019
New Orleans, LA
International Cannabis Industry Association at MJBizCon Next
Real Estate:  Location (Zoning), Location (Environmental)

April 18, 2019
Portland, OR
Emerge Law Group
CB-Dos and Don’ts

April 5, 2019
Portland, OR
Oregon Entrepreneur Network
Cannabis Business Basics Workshop

March 15, 2019
Indianapolis, IN
CBD Expo Midwest
A Brief History of Cannabis & The Legalization of Hemp

October 18, 2018
Portland, OR
Academy of Hospitality Industry Attorneys
Up In Smoke:  Cannabis Related Issues in Hospitality

July 27, 2018
San Jose, CA
National Cannabis Industry Association
2018 Cannabis Business Summit & Expo
The Other Side of Cannabis: Getting Ahead of the Rapidly Evolving U.S. Hemp and CBD Markets

February 15, 2018
Portland, OR
Emerge Law Group
OLCC Compliance Workshop and Oregon Marijuana Summit Overview

January 25, 2018
Portland, OR
Cannabis Collaborative Conference
Land Use and Lease Negotiations for Canna-Business

News

November 13, 2017
Genny Kiley recognized in Cannabis Business Executive
CBE 75 Most Important Women

March 29, 2016
Genny Kiley quoted in Willamette Week
Oregon Marijuana Extract Industry Temporarily Shuts Down Amid Legal Limbo

March 29, 2016
Genny Kiley quoted in Oregon Business
Sara Batterby Ventures into Cannabis

November 4, 2015
Genny Kiley featured in Huffington Post
These 10 Women Entrepreneurs Are Smoking The Marijuana Industry

August 1, 2014
Genny Kiley mentioned in Portland Business Journal
Pot in Oregon: The commerce of cannabis

January 18, 2013
Genny Kiley quoted in Portland Business Journal
Funding the deal

Experience

Advised vertically-integrated OLCC licensed cannabis business, operating multiple retail stores throughout Oregon, with business structuring, corporate governance, real estate and business acquisitions, and various commercial agreements.

Represented California landlord in connection with long-term lease to BCC licensed retailer, advising regarding potential risks under federal law, and negotiated and prepared lease agreement.

Represented lender in connection with loan to OLCC licensed cannabis business, advised regarding potential risks under federal law, and negotiated and prepared loan agreement and related loan documents to adequately secure loan in light of state cannabis laws and regulations.

Represented OLCC licensed marijuana retailer in connection with sale of retail business, from due diligence preparation and disclosure to negotiating asset purchase agreement and ancillary transaction documents.

Represented OLCC licensed producer in negotiation and preparation of toll processing and white label agreement with OLCC licensed processor.

Provided advice to Oregon Measure 91 campaign regarding Oregon alcohol laws, as part of forming the cannabis regulatory framework in Oregon.

EDUCATION

Santa Clara University School of Law, JD, Law Certificate Corporate Transactions (2005)

University of Oregon, Bachelor of Arts (2001)

BAR ADMISSIONS

Oregon

California

PRACTICE AREAS

Business Transactions

Corporate Finance and Securities

Mergers and Acquisitions

Real Estate and Land Use

Regulatory Compliance and Licensing

INDUSTRY GROUPS

Cannabis

Hospitality

Psychedelics

Outside of the Office

Outside of the office Genny enjoys spending time with her husband and son on their family farm in rural Clackamas County, Oregon.  Genny grew up in California swimming and playing water polo and continues to enjoy water sports of all kind.  In her leisure time she enjoys whitewater kayaking, multi-day river trips, and eating crab and fish her husband catches.

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: