M&A in Cannabis: Compliance, Agreements, and Insolvency Solutions

Hilary Bricken
Hilary Bricken
Husch Blackwell LLP

Licensed in California, Washington, Florida, and Wisconsin, she is one of the premier cannabis business and regulatory attorneys in the United States.

Max Riffin
Max Riffin
Prince Lobel Tye LLP

His practice primarily focuses on representing businesses, investment funds, and investment advisers, helping them navigate complex transactional and regulatory matters.

On-Demand: November 22, 2024

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Program Summary

Session I – M&A in Cannabis: Key Legal Insights for Successful Deals and Compliance – Hilary Bricken

The cannabis industry’s rapidly shifting legal environment presents both challenges and opportunities for mergers and acquisitions. As market trends evolve, particularly among small and medium-sized businesses, it is essential to understand innovative deal structures that maximize benefits while managing risk. Navigating the unique pain points in cannabis transactions, including multi-state regulations and compliance issues, requires careful legal consideration. Transferring licenses, protecting intellectual property, and accurately valuing cannabis assets are critical steps in any transaction, requiring specialized knowledge.

Key topics to be discussed:

  • Evolving Legal Landscape in Cannabis M&A
  • Market Trends and Deal Structures in Cannabis M&A
  • Identifying and Addressing Legal Pain Points
  • Transferring Licenses in Cannabis M&A
  • Intellectual Property (IP) Protection in Cannabis Transactions
  • Valuation of Cannabis Assets
  • Key Provisions in Cannabis M&A Agreements

Session II – Legal and Regulatory Compliance in Cannabis M&A and Insolvency Proceedings – Max Riffin

In this session attendees will gain insights into conducting effective due diligence specific to cannabis businesses, ensuring regulatory compliance, and managing legal risks. The program will cover essential strategies for drafting enforceable cannabis M&A agreements, with a focus on key contract provisions such as representations, warranties, and indemnities. Additionally, attorneys will explore multi-state and cross-jurisdictional legal issues, addressing the challenges of merging cannabis companies across different regulatory landscapes.

Finally, the session will cover distressed sales, receiverships and other insolvency proceedings that may arise in cannabis transactions.

Key topics to be discussed:

  • Legal and Regulatory Compliance in Cannabis M&A
  • Legal Strategies for Managing Risks Arising From Non-Compliance
  • Drafting Enforceable Cannabis M&A Agreements: Key Legal Considerations
  • Cross-Jurisdictional legal issues in M&A
  • Distressed Sales, Receiverships, And Other Insolvency Proceedings Available To Cannabis Businesses.

This course is co-sponsored with myLawCLE.

Closed-captioning available

Speakers

Hilary Bricken_FedBarHilary Bricken | Husch Blackwell LLP

Hilary Bricken is a partner at Husch Blackwell, LLP based out of its Los Angeles office. Licensed in California, Washington, Florida, and Wisconsin, she is one of the premier cannabis business and regulatory attorneys in the United States. For the last 14 years, Hilary has helped cannabis companies of all sizes with their corporate, regulatory, and M&A issues.

Every year since 2014, Hilary has been named a “Rising Star” by Super Lawyers Magazine, and in 2022 Hilary was named as a Top 50 Up and Coming Woman Rising Star for Southern California. In 2015, the Puget Sound Business Journal selected Hilary for its Top 40 Under 40 list for business and leadership, and in 2017 the American Bar Association named her a Top 40 Under 40 “On the Rise” attorney in the United States. In 2018, Hilary was honored by National Law Journal as a “Cannabis Law Trailblazer.” Starting in 2022, Hilary has been named by Chambers as a Band 1 cannabis business attorney for the Western United States.

In addition, Hilary was a columnist for Above the Law from 2015 until 2019 where she featured content on cannabis policy and regulation. Hilary is a regular contributor to her firm’s Cannabis Law Now blog and is the host of her firm’s Cannabis Law Now podcast.

 

Max Riffin_FedBarMax Riffin | Prince Lobel Tye LLP

Max Riffin is a partner in Prince Lobel’s Business Transactions practice group.

His practice primarily focuses on representing businesses, investment funds, and investment advisers, helping them navigate complex transactional and regulatory matters. He provides counsel to public and private companies on general corporate and governance matters, private equity and venture capital transactions, debt and equity financings, private placements, mergers & acquisitions, spin-offs, and other strategic transactions. Max also works with U.S. and non-U.S. investment advisers, open- and closed-end investment companies, including private equity, venture capital, hedge funds and other private investment pools, and broker-dealers on everything from federal and state securities regulatory compliance matters, and governance issues to launches, investments, capital raises, and M&A deals.

Max also works as outside general counsel to businesses in a variety of industries, including technology, life sciences, cryptocurrency/blockchain/digital assets, and represents clients in the cannabis industry on a national basis. practicing for less than eight years.

He was recognized as a “Rising Star” in Business Litigation by Wisconsin Super Lawyers from 2014 to 2019 and received the 2015 Michael Best Litigation Practice Group Outstanding Community Service Award. Additionally, Adam is a proud member of the Phi Beta Kappa Honors Society.

Agenda

Session I – M&A in Cannabis: Key Legal Insights for Successful Deals and Compliance – | 2:00pm – 3:00pm

  • Evolving Legal Landscape in Cannabis M&A
  • Market Trends and Deal Structures in Cannabis M&A
  • Identifying and Addressing Legal Pain Points
  • Transferring Licenses in Cannabis M&A
  • Intellectual Property (IP) Protection in Cannabis Transactions
  • Valuation of Cannabis Assets
  • Key Provisions in Cannabis M&A Agreements

Break | 3:00pm – 3:10pm

Session II – Legal and Regulatory Compliance in Cannabis M&A and Insolvency Proceedings| 3:10pm – 4:10pm

  • Legal and Regulatory Compliance in Cannabis M&A
  • Legal Strategies for Managing Risks Arising From Non-Compliance
  • Drafting Enforceable Cannabis M&A Agreements: Key Legal Considerations
  • Cross-Jurisdictional legal issues in M&A
  • Distressed Sales, Receiverships, and Other Insolvency Proceedings Available to Cannabis Businesses.
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