Navigate the Legal Environment of the Cannabis Industry: Formation, tax, insurance, and private financing issues explored

William Tolin Gay | Wilson Elser Moskowitz Edelman & Dicker

William Tolin Gay is a corporate law partner in the Los Angeles office of Wilson Elser Moskowitz Edelman & Dicker. He graduated from the University of Washington, where he received his J.D. in 1982, his MBA in 1983 and his LL.M. in Japanese law in 1984.

From 1984 to 1988, he practiced law in Tokyo, where he represented U.S. companies in their Japanese operations, and Japanese issuers and underwriters in Eurobond securities issues. He speaks and reads Japanese.

Since 1988, he has worked in Southern California, where his practice focuses on corporate governance, mergers and acquisitions, corporate finance, immigrant investors and technology transfers. He is a California certified mediator. He recently took a small wind power company public in the U.S., and has represented a gold mining company with operations in Colombia, a Major League Baseball player from Japan, a high end audio manufacturer in Japan, the Government of Mongolia in its wind power and water purification initiatives, a Japanese pachinko company in its investment in a casino and hotel in Las Vegas, and the Casamigos tequila company in its sale to Diageo.

He is currently a member and Chief Financial Officer of the Executive Committee of the International Law Section, and has served on the Executive Committee of the Business Law Section of the State Bar of California, and is a former Chair of its Committee on Cyberspace Law, as well as a former Board Member and President of the Corporate and Business Law Section of the Orange County Bar Association, and has served on the International and Software & Technology Committees of the Orange County chapter of the AEA. He has been selected for inclusion in The Best Lawyers in America© for 2006 through 2020. In 2009 he was named the Best Lawyers “Lawyer of the Year” for Corporate Law in Orange County, and in 2013 he received the same honor in the field of Corporate Governance, and in 2015 for Mergers and Acquisitions.

I. Legal Environment | 2:00pm – 2:10pm

1. Controlled Substances Act
2. State laws

II. Formation Issues | 2:10pm – 2:20pm

1. Choice of entity

III. Scope of Activity: grow facility – harvesting – extraction – testing – distribution – retail sale | 2:20pm – 2:30pm

1. Corporate law issues at each stage

IV. Security Interests and Foreclosures | 2:30pm – 2:35pm

1. Licensing requirements for disposal of cannabis

V. Tax Issues | 2:35pm – 2:40pm

1. No deduction for business expenses

VI. Insurance | 2:40pm – 2:45pm

1. Recent trends

VII. Banking | 2:45pm – 2:55pm

1. Refusal to take cannabis customers; solutions

VIII. Private Financing | 2:55pm – 3:00pm

1. Private placements; risk factors in PPMs

Break | 3:00pm – 3:10pm

IX. Officer/Director Liability | 3:10pm – 3:20pm

1. Insurance

X. Ultra Vires | 3:20pm – 3:30pm

1. Advisory Board

XI. Foreign Investors | 3:30pm – 3:40pm

1. Immigration issues