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:
- Structuring franchise systems
- Preparing franchise disclosure documents
- Franchise registration
- Ongoing registration renewal and amendment compliance
- Drafting franchise agreements and area development agreements
- Termination and other relationship issues
Franchisees
We also help potential franchisees interested in buying a franchise. We are able to assist with evaluation of franchise opportunities with respect to:
- Franchise due diligence
- Negotiating franchise agreements
- Franchise unit acquisitions
- Franchise transfers and sales
- Explaining franchisee rights and obligations under proposed franchise agreements
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:
- Assessing the market
- The LOI process
- Taxation
- Structuring transactions
- Due diligence
- Intellectual property
- Employment matters
- Regulatory issues
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:
- Licensing
- Inspections
- Operating procedures
- Employee trainings
- Changes of ownership
- Renewals
- Handling violations
- Other administrative hearings
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:
- Choice of entity
- Corporate and partnership tax planning
- Mergers and acquisitions
- Asset sales
- Spin-offs, liquidations and restructurings
- Corporate reorganization and structuring
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:
- Tax audits
- Federal and state administrative appeals and litigation
- Worker classification
REAL ESTATE TRANSACTIONS
Emerge Law Group assists clients with a wide range of real estate transactional matters. We regularly help clients with:
- Drafting and negotiating leases
- Drafting and negotiating purchase and sale agreements
- Seller-finance transactions
- Property due diligence
- Title review
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:
- Determination of property suitability for a desired use
- Local government land use and development approvals
- Land use review hearings and appeals
- Building permits and coordination with architects/engineers
- Land divisions/partitions
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:
- Evaluations and Audits of Intellectual Property Assets
- Trademark Clearance Searches and Strategies
- Applications and Registrations
- Federal Trademarks
- State Trademarks and Business Names
- Copyrights
- Design & Service Contracts
- Software License Agreements
- Privacy Policies
- Endorsement and Appearance Agreements
- Film, Video, Music, and Other Media Production, Licensing, and Distribution Contracts
- Non-disclosure and Confidentiality Agreements (“NDAs”)
- Digital Millennium Copyright Act (“DMCA”) Notice & Takedown Prosecution and Defense
- Interstate or Intrastate IP Licensing, Assignments, and Transfers
- Rights Enforcement or Defense in Infringement Disputes
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:
- Board Policies
- Risk assessments
- Bank Secrecy Act
- Cole Memo/FinCEN Guidance
- Compliance Policies
- Operational policies
- Fee Schedules
- Compliance tools
- Payment systems
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:
- Employment Agreements
- Confidentiality and Nondisclosure Agreements
- Covenants Not to Compete
- Non-solicitation Agreements
- Separation and Release of Claims Agreements
- Employee Handbooks and Workplace Policies
- Day-to-day Employment Issues
- Sexual Harassment Training
- Manager and Supervisor Training
- Employment Practices Compliance Audits
- Marijuana Worker Permits
- Wage and Hour Issues
- State and Federal Leave Laws
- Disability Accommodation
- BOLI and EEOC Charges
- Discrimination, Wrongful Termination and Other Lawsuits
- Unemployment Compensation
- Workers’ Compensation
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:
- Debt and equity transactions
- Federal and state securities law compliance
- Disclosures and risk factors
- Crowdfunding
- Joint ventures and strategic alliances
- Due diligence investigation for investors
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:
- Licensing
- Inspections
- Operating procedures
- Employee trainings
- Changes of ownership
- Renewals
- Handling violations
- Other administrative hearings
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:
- Entity choice and formation
- Business and tax structuring
- Owner agreements
CORPORATE GOVERNANCE
Emerge attorneys also advise on-going concerns with:
- Corporate governance
- Fiduciary duties
- Employment and service agreements
- Equity incentive plans
- Intellectual property matters
- Commercial contracts of all types
- Buyouts and reorganizations
- Dissolutions
- Owner disputes and settlements
Kathryn Tucker, special counsel, Emerge Law Group, Portland, OR, one of the nation’s leading patient rights advocates. Kathryn is Special Counsel at Emerge Law Group, where she co-chairs the Psychedelic Practice Group.
Sunil Aggarwal: M.D., Ph.D., FAAPMR, Hospice and Palliative Medicine, co-founder and co-director, AIMS Institute. Dr. Aggarwal is a hospice and palliative medicine and physical medicine and rehabilitation physician and medical geographer. His primary clinical work is as an Integrative Pain, Palliative Care, and Rehabilitation Physician in private practice at AIMS Institute (Seattle, WA) and as an on-call MultiCare Palliative Physician and Associate Medical Director of MultiCare Hospice (Tacoma, WA).