THE COMPLEXITIES OF M&A IN THE CANNABIS INDUSTRY Presented by Robert T. Hoban, Esq.
Hoban Law Group! Formed in 2008, practicing exclusively in cannabis since 2011! 36 attorneys licensed in 40+ states! Specializing in cannabis business matters:! IP! Tax! Litigation! M&A and general corporate counsel! Regulatory compliance and advice
Robert Bob Hoban! Managing Partner at Hoban Law Group! Has litigated every aspect of Colorado s marijuana regulatory framework;! Published author and frequent speaker/lecturer/ panelist concerning various commercial marijuana topics;! Was a drafter of Colorado s marijuana regulatory legislation
Mergers and Acquisitions (M&A)- Fundamentals! M&A lawyer runs the show: He or she is the hub in the hub-and-spoke system of deal parties and advisers
Mergers and Acquisitions (M&A)- Fundamentals! The M&A lawyer is the primary point of contact for the deal team! Has principal responsibility for shepherding the transaction to closing! Most often an M&A specialist practicing with an outside law firm
M&A Lawyers
M&A Lawyers! Identify client s business objectives! Identify legal issues (variable based on deal points)! Build a start-to-finish road map for the client! Advise on deal and negotiating tactics! Conduct due diligence! Determine with tax attorneys tax implications of deal and any special structuring required! If working across a border work with local counsel
M&A Lawyers! Review client contracts:! Business! Employment! Outsourcing! Debt instruments! Preferred stock! Obtain third-party consents! Negotiate agreement, sign, announce, close
M&A in the Cannabis Industry
M&A in the Cannabis Industry! Private equity! Venture Capital! Publicly traded companies! Licensures (US and abroad) - $100MM! National vs. Intrastate! Hemp vs. Marijuana! International
Cannabis Law 101! No such thing as cannabis law! Intrastate (marijuana)! National as executed by the states (hemp)! Global cannabis economy
The Marijuana Industry! Flower! Oil/concentrate! Edibles! Clones
Complications.! USDOJ memos and interference! Controlled Substances Act! Unconventional industry! Political volleyball! Intrastate laws/regs! Disagreement re: hemp! Banking! Taxes! CBP! USPTO! SEC! International business
M&A Lawyers in Cannabis! Legal jack of all trades! Knows how to address complications above! Industry experience knows how it operates! Substantive legal knowledge of:! State regulatory and political climates! Corporate and contract law! Current/pending/recently decided litigation cases! Fiduciary duties! Federal securities law
M&A Lawyers in Cannabis! Working knowledge of:! Corporate finance! Secured lending! Tax! Environmental law! Employment/labor law! Executive compensation and benefits! Real estate! Antitrust! IP! Anti-corruption! Commercial law ALL AS THEY ARE RELEVANT TO CANNABIS SPECIFICALLY!
M&A Lawyers in Cannabis! One cannot do research to be an M&A lawyer in cannabis! HLG works with large firms a great deal in order to perform this kind of work
First Cannabis Deals What a lawyer sees:
First Cannabis Deals Lawyers are conservative by nature! Don t let that interfere with M&A activity/client opportunities! Understand how policies and regulations/laws work together! Ethical protections! Optics/firm culture! GREAT WORK!
First Cannabis Deals What a client sees: Ambiguity = Opportunity Great Risk = Great Reward
What Comes Next? Client Needs:! CBD! Industrial hemp! International licenses! No Cole Memo, No Problem (Investors are IN)! PubCos
Let s work together! www.hoban.law 303-674-7000 bob@hoban.law
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