Saul Ewing’s Cannabis Law Practice:
Skillfully guiding cannabis (both hemp and marijuana) companies through a maze of nuanced legal complexities
Life Cycle of Cannabis Businesses
Closing landmark cannabis industry transactions
Our team has been at the forefront of nearly all landmark matters in the cannabis space.
IPO
M&A
Senior Secured Term Loan
Bought Deal Prospectus Offering
Overnight Marketed Offering
IPO
CLIENT:
Canaccord Genuity Corp. (Lead Underwriter)
COMPANY TYPE:
A Canadian investment bank
OUR ROLE:
U.S. counsel
TRANSACTION:
Initial public offering (IPO) of 10 million shares of Class A common stock of Ascend Wellness Holdings, Inc., a multi-state, vertically integrated cannabis operator. Forbes described the offering as “The Most Anticipated Cannabis IPO of the Year” (2021).
Representing a variety of cannabis industry participants — from entrepreneurs to large companies
Multi-state operators across the U.S.
Advising throughout all stages of a cannabis business — from seed to sale
Start company
Fund company
Manage operations
Negotiate transactions and agreements with other companies
Go public
Raise additional capital for public companies through issuing securities
Handle disputes
Mapping our experience across North America, Europe, South America & the Middle East
Connecting participants across the cannabis industry
Rooted across the entire industry, we are helping cultivate relationships among a variety of participants — from investors to operators to reporters to organization leaders. We leverage our network to aid our connections’ business goals. It’s about community and partnerships.
Meet our team
Connect with us
Follow the latest on our cannabis industry news and insights:
Contact our team leaders with any questions.
Explore more about our firm HERE
Alerts and articles cover late-breaking legal developments and analysis
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Copyright © 2024 Saul Ewing LLP, A Delaware Limited Liability Partnership. All Rights Reserved. | Under the rules of certain jurisdictions, this communication may constitute "Attorney Advertising."
DISCLAIMER: Per federal law, marijuana is a Schedule I controlled substance. This means that it is a federal crime to sell, distribute, possess, and/or use marijuana or marijuana-derived products, regardless of any state law that may authorize certain marijuana activity. Although federal policy may, at times, recommend enforcement discretion when a business or individual is in compliance with state marijuana law that is deemed to comply with federal enforcement priorities, it is important to understand that compliance with state law does not equal compliance with federal law, and that federal marijuana policy may change at any time. No legal advice we give regarding marijuana law or policy is ever intended to guide or assist clients in violating federal law.
Complicated tax treatment, including Internal Revenue Code 280E (inability to take ordinary deductions)
Click on the dots to explore
VALUE:
US $80 million
US
CANADA
COLOMBIA
BRAZIL
UK
The Regulatory Roundup blog covers regulatory updates on the food, beverage and agribusiness; cannabis; tobacco; and life sciences sectors
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Jonathan Havens
jonathan.havens@saul.com
Adam Fayne
adam.fayne@saul.com
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Corporate structuring and governance
Management agreements
Private securities
Tax
Intellectual property, including trademarks, patents, copyrights and trade secrets
Cannabis application strategy and counseling
Real estate and zoning
Environmental compliance
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1. Start company
Sophisticated Legal Advisors for the
Federal, state and local regulatory compliance
Corporate structuring, management agreements and transactions
Employee benefits and executive compensation
Labor and employment
Litigation, including disputes with regulators and municipalities
Financing, including capital raising and loans
Intellectual property, including trademarks, patents, copyrights and trade secrets
M&A
US $63 million
CLIENT:
TerrAscend Corp. (CSE: TER) (OTCQX: TRSSF)
COMPANY TYPE:
A North American cannabis operator
OUR ROLE:
Counsel to acquirer
TRANSACTION:
TerrAscend Corp. acquired KCR Holdings, LLC and GuadCo, LLC, which own and operate three medical marijuana dispensaries in Pennsylvania, which adds to TerrAscend’s roster of dispensaries and cultivation and processing facilities in Pennsylvania, Maryland, New Jersey, California, Utah and Canada.
VALUE:
Single-state operators across the U.S. – cultivators, retailers and processors
2. Fund company
Financing, including capital raising and loans
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3. Manage operations
Labor and employment, including hiring, firing, policies and risk management
Employee benefits and executive compensation
Regulatory compliance
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Corporate Structuring & Transactions
Regulatory
Tax
Real Estate
Environmental
Intellectual Property
Employee Benefits & Executive Compensation
Labor & Employment
Insurance
Litigation
Howard Berrington (Chicago)
Maxwell Bremer (Minneapolis)
Adam Fayne (Chicago)*
Patricia Varona Garcia (Chicago)
Zachary Kobrin (Fort Lauderdale)
Richard Leigh (Harrisburg)
Robert Mascioli (Chesterbrook, PA)
Julian Montero (Miami)
Peter Murphy (Wilmington)
Eric Orlinsky (Baltimore)
Michael Petrizzo (Philadelphia)
Guzel Sadykova (Philadelphia)
M&A
IPO
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Senior Secured Term Loan
US $21 million
CLIENT:
Landrace Financial
COMPANY TYPE:
A firm that provides growth-oriented capital to various industries, including the cannabis industry
OUR ROLE:
Corporate, credit and regulatory counsel
TRANSACTION:
Landrace Financial closed a $21 million senior secured term loan to a cannabis cultivator in Michigan. Landrace acted as agent and lead on the deal.
VALUE:
Bought Deal Prospectus Offering
US $13.6 million
CLIENT:
4Front Ventures, Inc. (CSE: FFNT) (OTCQX: FFNTF)
COMPANY TYPE:
A multi-state cannabis operator and retailer in the U.S.
OUR ROLE:
U.S. counsel
TRANSACTION:
4Front Ventures entered into a bought deal prospectus offering of units of the company for aggregate gross proceeds exceeding $13 million that was conducted by a syndicate of underwriters.
VALUE:
Overnight Marketed Offering
US $250.6 million
CLIENT:
Canaccord Genuity Corp. (Lead Underwriter)
COMPANY TYPE:
A Canadian investment bank
OUR ROLE:
U.S. counsel
TRANSACTION:
Curaleaf Holdings, Inc. (CSE: CURA) (OTCQX: CURLF), a U.S. provider of cannabis consumer products, made an overnight marketed offering of subordinate voting shares of the company.
VALUE:
Senior Secured Term Loan
Bought Deal Prospectus Offering
Overnight Marketed Offering
Investors, including private equity funds, family offices, high-net-worth individuals and real estate investment funds
Investment banks in cannabis industry transactions
Lenders and borrowers in various credit facilities
Canadian and European companies in their U.S. and foreign cannabis operations
Cannabis license applicants and awardees
Additional clients we serve:
• Ancillary service and product providers, such as payment processors, equipment providers, and logistics providers
• Management companies
• Various other entities that are affected by federal and state marijuana laws, such as food and beverage and cosmetics companies, colleges and universities, and long-term care facilities
• Employers on handbook and drug testing matters
Click on the dots to explore
4.Negotiate transactions and agreements with other companies
Mergers and acquisitions
Joint ventures
Investments
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5. Go public
Initial public offerings (IPOs)
Compliance with federal and state securities laws
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6. Raise additional capital for public companies through issuing securities
Follow-on and secondary public offerings
Private investments in public equity
Private placements
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7. Handle disputes
Cases against regulators and municipalities
Zoning disputes
Private litigation
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Corporate Structuring & Transactions
Corporate Structuring & Transactions
David Berk (Pittsburgh)
Jonathan Havens (Washington, D.C./Baltimore)*
Zachary Kobrin (Fort Lauderdale)
Peter Murphy (Wilmington)
Ruth Rauls (Princeton)
Regulatory
Regulatory
Adam Fayne (Chicago)
Stanley Kull (Philadelphia)
David Shapiro (Philadelphia)
Tax
Tax
Luis Flores (Miami)
James Goodrich (Baltimore)
Igor Pleskov (Philadelphia)
Real Estate
Real Estate
Andrew Bockis (Harrisburg)
Thomas Prevas (Baltimore)
Environmental
Environmental
Alireza Behrooz (Washington, D.C.)
Justin Crotty (Washington, D.C.)
Sherry Flax (Baltimore)
Domingos Silva (Philadelphia)
Intellectual Property
Intellectual Property
Andrew Daly (Minneapolis)
Employee Benefits & Executive Compensation
Employee Benefits & Executive Compensation
Harriet Cooperman (Baltimore)
Lisa Koblin (Philadelphia)
Ruth Rauls (Princeton)
Jason Tremblay (Chicago)
Labor & Employment
Labor & Employment
Kara Pike (Harrisburg)
Insurance
Insurance
George Apostolides (Chicago)
Zachary Berk (Boston)
Andrew Bollinger (Chicago)
Allison Burdette (Pittsburgh)
Casey Grabenstein (Chicago)
Matthew Haar (Harrisburg)
Kayleigh Keilty (Baltimore)
Joseph Lipchitz (Boston)
Kelsey Westrich (Boston)
Charles Monk (Baltimore)
Bridgitte Mott (Boston)
Michael O’Reilly (New York)
Jeffrey Robbins (Boston)
Jordan Rosenfeld (Baltimore)
Douglas Sampson (Baltimore)
Matthew Smith (Philadelphia)
Litigation
Litigation
* Cannabis Law Practice Co-Chair
* Cannabis Law Practice Co-Chair
ISRAEL
Jonathan Havens (Washington, D.C./Baltimore)*
Seth Gitner (Washington, D.C.)
David Berk (Pittsburgh)
Ruth Rauls (Princeton)
Daniel Berman (Philadelphia)
David Shapiro (Philadelphia)
Adam Fayne (Chicago)
Stanley Kull (Philadelphia)
ISRAEL
FRANCE
Daniel Berman (Philadelphia)
David Shapiro (Philadelphia)
Adam Fayne (Chicago)
Stanley Kull (Philadelphia)
Jonathan Havens (Washington, D.C./Baltimore)*
Seth Gitner (Washington, D.C.)
David Berk (Pittsburgh)
Ruth Rauls (Princeton)
ISRAEL
saul.com
Luis Flores (Miami)
James Goodrich (Baltimore)
Igor Pleskov (Philadelphia