Fiduciary Duties to the Corporation and Minority Shareholders

Corporate decision-making authority can be held in several ways, depending on the specific provisions of the company’s governing documents, whether that be a shareholders agreement for a corporation, an operating agreement for an LLC, or another agreement. In corporations, there are generally three groups of individuals that make decisions: the shareholders, the directors and the […]

Hemp & CBD in Food, Drugs and Cosmetics – Federal and CA Landscape

Although California has legalized cannabis despite federal illegality, on the issue of hemp-derived foods, current state law conforms to federal law. And under federal law, most hemp derivatives are currently not permitted as food additives for several reasons. Hemp in Food, Drugs and Cosmetics under Federal Law One reason is the “drug exclusion rule”, of […]

5 Corporate Governance Pitfalls in Cannabis Companies

Corporate documents for cannabis companies need to be carefully drafted and tailored for the unique aspects of the industry. Template documents that are found online or taken from other companies may have some useful provisions, but should not be wholly relied upon to suit the particular needs of a cannabis business. In particular, a few […]

Cannabis, the Constitution and a Path to a National Market

Although cannabis is illegal at the federal level, it has been legalized in an increasing number of states in recent years, and is currently legal for either medical or recreational use in 36 states. However, although cannabis is legal in more than 2/3 of states, every state that has legalized cannabis has prohibited both importing […]

Special Purpose Acquisition Companies (“SPACs”) May Be the Future of Cannabis and Hemp Business Growth, and Industry Consolidation

Special Purpose Acquisition Companies, commonly referred to as “SPACs”, have garnered significant public attention and investment capital in the past year and have made investments into a number of different industries, including cannabis. It is estimated that SPACs raised over $82 billion in 2020, which was a six-fold increase from 2019. Several SPACs have made […]

State Agencies Enact Regulations to Improve Banking Access for Cannabis Industry

On February 1, 2021, regulations set forth by the California Department of Food and Agriculture, Bureau of Cannabis Control and Department of Public Health to implement Assembly Bill 1525 were approved by the California Office of Administrative Law and put into effect. The adopted regulations provide a mechanism for licensees to request that state licensing […]