Cannabis business transactions

Cannabis M&A Lawyer

Buying or selling a cannabis business? Start with the deal, the state and the next decision.

For your initial inquiry, share the state, whether you are buying or selling, your deal stage and the next deadline. Keep confidential details out of the form.

A purchase price is only one part of a cannabis transaction. The license, ownership structure, lease and financing can all affect the path forward. Organize those questions before committing to an LOI, deposit or closing date.

What to scope with transaction counsel

• The proposed structure. What is being purchased: assets, equity, real estate or a combination? Which obligations and liabilities need to be addressed?
• The license and ownership record. Which approvals, disclosures or eligibility questions need to be resolved for this particular transaction?
• The LOI and diligence period. What is binding, what documents must be available and what happens if an important issue remains unresolved?
• The purchase agreement. How should the parties address representations, closing conditions, consents, payment terms and remedies?
• The premises and operating contracts. Which lease provisions, lender requirements or other agreements could affect the transaction?
• The closing sequence. Who is responsible for each dependency, and what needs to be confirmed before funds or control change hands?

The review must be tailored to the state, license, parties and proposed structure. A checklist cannot establish that a transaction is permitted or that an approval will be granted.

Prepare these records for a later, scoped review

After conflicts and scope are addressed, the review may call for the LOI or purchase agreement, license and ownership records, regulator correspondence, organizational documents, leases, financing documents and key operating contracts. Use the secure document process agreed with counsel.

Questions to answer before work starts

Can counsel handle the state and transaction involved?

Identify the jurisdiction at intake. Applicable licensing and local-counsel needs must be confirmed before representation begins.

What will the review include?

Ask for the scope, exclusions, deliverables and fees to be addressed in the engagement. Legal, accounting and operational reviews may involve different professionals.

What can be done before the next deadline?

Provide the actual deadline and the document creating it. Timing and available work must be confirmed for your matter; this page does not promise a completion date or outcome.

Need a more detailed document checklist? Read Cannabis Due Diligence Attorney: 9 Critical Checks.

Cannabis Industry Lawyer publishes cannabis business resources. This page provides general information, not legal advice. Legal inquiries are handled through Howard East. Representation depends on conflicts, scope, jurisdiction and an engagement agreement. Do not send confidential documents or sensitive deal details with an initial inquiry.