Cannabis Law Institute

September 7-8, 2018, Washington D.C.

Free access for 2018 Cannabis Law Institute attendees.

For purchase by non-attendees is coming soon - please check back!

For the full lineup of speakers and moderators, check out our speakers and moderators page!

 

Cannabis LawInstitute.png

Thank you for joining us at the Cannabis Law Institute, the seminal two-day cannabis industry legal education event produced by the National Cannabis Bar Association in partnership with The George Washington University Law School on September 7-8, 2018 in Washington D.C. 

The event was, again, and incredible success, convening the best minds and visionaries working in the legal cannabis industry for two days of legal education and intimate networking events. The conference featured many of the nation’s leading attorneys, academics, and politicians. 

Schedule

Friday, September 7

8:30am - 9:00am 
Registration and Check-In
Jack Morton Auditorium, 805 21st St NW, Washington, DC 20052

9:00am - 9:15am   
Introductory Remarks 
Christopher Davis, Executive Director, NCBA, NCBA
Mary Shapiro, Chair of CLE Committee and Board Member, NCBA
Shabnam Malek, outgoing President and Board Member, NCBA

9:15am - 9:45am
Keynote Conversation: Representatives Earl Blumenauer (D-Oregon) & David Joyce (R-Ohio)
in conversation with John Hudak (Brookings Institute) 
Discussion of States Rights and Existing & Proposed Federal Protections of State-Legal Business

Congressional Representatives David Joyce (R-Ohio) has stepped up within his party to play an integral role in advancing cannabis policy, bucking the trend of many of his majority colleagues. Earl Blumenauer (D-Oregon) has been a staunch supporter of the cannabis industry for years as the founder of the Congressional Cannabis Caucus, and continues his work on the hill. In the past year, Representatives Joyce and Blumenauer have: 

  • Co-sponsored the bipartisan Strengthening the Tenth Amendment Through Entrusting States Act (STATES Act),

  • Sponsored the appropriations amendment that shields state-legal medical cannabis businesses from federal prosecution (previously referred to as the Rohrabacher-Farr Amendment).

Representatives Joyce and Blumenauer will discuss the importance of respecting state's rights and allowing states to explore cannabis as a sustainable economic engine.

9:45am - 10:15am

Representative Perlmutter regrets that he is unable to attend the Cannabis Law Institute due to a recently scheduled congressional hearing.

Keynote Address
John Vardaman (Executive Vice President & Genera Counsel, Hypur) 
The Recession of the Cole Memo, FinCEN, and Bank Access

As the co-author of the Cole Memorandum and with over fifteen years of senior federal government experience in the enforcement of federal laws and policies on the Bank Secrecy Act, money laundering, and other financial crimes, John Vardaman is uniquely positioned to describe the implications of Sessions' Recession of the Cole memo, how that recession impacts the still-valid FinCEN memo, and the current landscape of banking and payment systems in the cannabis industry.  Access to banking remains the single largest impediment to growth in the cannabis industry, but with the right resources, this problem can be solved. Hear how John Vardaman & Hypur have found comfort operating in the payment systems sector while serving the cannabis industry, and what that means for your clients. 

10:15am - 10:35am
Keynote Address
Sundie Seefried (CEO, Safe Harbor Private Banking and Colorado Partners Credit Union)
Emerging Risk in Banking

Sundie Seefried has, in Safe Harbor Private Banking, designed and created a compliant full-scope cannabis banking program that has withstood the scrutiny of federal and state regulators. Under Sundie's stewardship, Safe Harbor Private Banking has succeeded in removing cash from local communities, making Colorado safer for the public, and assisting law enforcement. Hear her speak on emerging risks for the banking sector that attorneys need to know. 

Slide Show

10:45am - 11:40am 
Keynote Panel
The Legal and Business Case for Diversity

Legalizing cannabis presents an opportunity to address and eliminate the legacy of racial injustices spurred by cannabis prohibition. However, despite strong moral, business, and legal reasons for equality practices to flourish, the communities most harmed by prohibition are benefiting the least from legalization. This panel of diversity experts will provide lessons learned from industries and organizations outside of cannabis, and provide a set of best practices for diversity, inclusion, and equity that will enable the cannabis industry to thrive as a model for corporate responsibility and community reinvestment.

Shanita Penny (Budding Solutions)
Dr. Chanda Macias (National Holistic Healing Center)
Jonica Armstrong, DSW (Community Relations Professional)
Brandon Wyatt (Wyatt Legal & Consulting)
Eddie L. Pounds (O'Malley, Miles, Nylen & Gilmore, P.A.)

11:40am - 12:00pm
Keynote Conversation
Lindsay Robinson, Executive Director of California Cannabis Industry Association
The Largest Legal Market in the Country

Join Lindsay Robinson, Executive Director of the California Cannabis Industry Association (CCIA), for a state of the state address on California, the growing cannabis economy, diversity issues, state and local regulation, and the lessons the rest of the country needs to take from California’s experience.

12:00-1:00pm Lunch

1:00pm - 2:00pm 

Ethics: Conflicts of Interest
Jeffrey Merk (Aird Berlis) Omar Figueroa (Law Offices of Omar Figueroa)

Conflicts of interest concerns are present in every practice of law, but special concerns exist when lawyers are representing cannabis clients. Review traditional conflicts checks as they would apply in normal industries, then take a look at the unique concerns facing attorneys that practice in this highly regulated industry. In jurisdictions where licensing is competitive, is there an ethical conflict in representing two clients competing for the same set of finite resources? What about representation of two clients that work together, but at one point end up adverse to each other? And finally, we’ll address the ethics behind investing in clients and alternative fee arrangements in this very unique industry.
Materials:
Slide Deck

NYSBA Ethics Opinion 
IP Conflicts 
Representing Business Competitors - Conflict or Not? 
Competitor and Other "Finite-Pie" Conflicts
ABA Model Rules of Professional Conduct

2:15pm - 5:30pm

The George Washington University Law School, 2000 H Street, NW, Washington DC, 20052

Track 2: The Changing Status Quo - Room L301

2:15-3:15: The Enduring Manifestations of Prohibition. Panelists will examine how federal prohibition has shaped the industry, including how prohibition has curtailed access to banking, bankruptcy courts, SBA loans, federal intellectual property protection, and the growth of the CBD market.

Panelists (speaker bios):  
Betty Aldworth (SSDP)
Shawn Hauser (Vicente Sederberg)
Amanda Conley (Brand and Branch)
Barton Morris (Cannabis Legal Group)
Tom Downey (Ireland and Stapleton)
Check out the speaker bios here! 

Written Materials:
2014 Farm Bill 
2018 Farm Bill
Controlled Substances Act 
Bankruptcy and State Alternatives for Marijuana Businesses



3:20-4:20: Lessons Learned from Other Regulated Industries. Examine other highly regulated industries and how the cannabis industry can learn from their existing and emerging issues. From recalls of agricultural products to HIPPA in healthcare to the distribution model in alcohol and the marketing restrictions in tobacco/alcohol. Why relearn the lessons others have already learned?

Panelists (speaker bios):
Mary Shapiro (Evoke Law)
Will Woodlee (Kleinfeld, Kaplan, Becker)
Alana Joyce (Hinman & Carmichael LLP)  
Jeffrey Barr (Ashcraft and Barr)
Kendra Clark (JRG Attorneys at Law) 
Materials:
Slide Deck

2009 Family Smoking Prevention and Tobacco Control Act 
2016 FDA “Deeming Regulation"
21 CFR part 1140 (regulations on the sale and distribution of regulated tobacco products) 
Federal Food Drug and Cosmetics Act 
Labeling & Nutrition Guidance Documents & Regulatory Information 
Reportable Food Registry for Industry
US Tax and Trade Bureau Regulations 
ATF Regulations for Alcohol, Tobacco, Firearms and Explosives 
ATF Code of Federal Regulations for Alcohol, Tobacco, Firearms and Explosives

4:30-5:30 Government Relations on the Federal Level.  We've made progress, but much remains to be done. Lawyers are advocates, but lobbyists are an entirely different animal. Learn about where we are as an industry, the politicians on our side, and how we are moving the ball forward on the federal level what are the best avenues for you and your clients to be advocates for the industry, and how we can shape an industry going forward to promote social responsibility, market efficiency, and long term success. 

Panelists (speaker bios):
Lara Decaro (Leland, Parachini, Steinberg, Matzger & Melnick) 
Saphira Galoob (The Liaison Group)
Steve Fox (VS Strategies) 
Elizabeth  Westbrook  (Buchanan, Ingersool & Rooney) 
Andrew Smith (Surterra)

Written Materials:
NCIA Post Cole Memo White Paper

Track 1: The Intersection of Law and Policy - Room L201

2:15-3:15: Federalism & States Rights. Explore the supremacy clause and the interaction of state and federal law in this unique industry. Examine the current protections for state-legal regulatory regimes, from the Cole Memo to the Joyce-Blumenauer amendment and the pending federal regulations, including the STATES Act and Marijuana Freedom and Opportunity Act. This session will be moderated by the interim Executive Director of the Marijuana Policy Project, Matthew Schweich.

Sen. Elizabeth Warren (Video)

Panelists (speaker bios):
Matt Schweich (Exec. Dir., MPP)
Laura Thrift (Rep. Blumenauer)
Saphira Galoob (The Liaison Group)
Dr. Robert Mikos (Vanderbilt University) 
Don Murphy (MPP)

Written Materials:  
Slide Deck

Mikos, Commentary on  Proposed Federal Legislation 
115th Congress Marijuana Legislation Matrix 
Amendment to Controlled Substances Act

3:20-4:20: Business Initiatives: Taxation & Banking. Take a deeper look at banking and tax policy surrounding the cannabis industry, including 280-E, best practices for navigating current laws, and which policy changes could provide the industry relief.

Panelists (speaker bios):
Aaron Smith, (NCIA)
Henry Wykowski (Wykowski & Associates)
Tom W. Sellers (Chief Compliance Officer)
Roy Schultheis (Sr. Advisor, Carlos Curbelo)
Colin Anonsen (Representative Ed Perlmutter)

Materials:
Slide Deck

BSA Expectations Regarding Marijuana Related Businesses 
Attorney General Memo Regarding Marijuana Enforcement 
H.R. 2215 Banking Bill 






4:30-5:30: The Future of Medical Cannabis. In states that have passed adult-use regulations on top of their medical regimes, we've seen a convergence of the regulatory requirements that, in some cases, effectively eliminate the bifurcated market. As more states' adult use markets come online, will we see the importance of the medical market diminish? Is there - and indeed, should there be - a separate set of medical regulations as the sigma of cannabis continues to fall away? This session will be moderated by the Executive Director of Americans for Safe Access, Steph Sherer.  

Panelists (speaker bios):
Steph Sherer (President, ASA and Director of Innovations, ICCI) 
Jaime Lewis (Coldwater Consulting) 
Amy Jenkins (Precision Lobbying) 
John Hudak (Brookings Institute)
Joe Hunter
 
Written Materials:
Slide Deck

State and Federal Law 
State By State Analysis 
Model Legislation 
AHPA Industry Standards
 
Patient Focused Certification - Information For Regulators 
ASA:  Medical Marijuana Access in the USA
ASA - Opiod Blueprint

6pm-8pm
Evening Networking Event

GW Law Campus, Faculty Center (5th Floor)
Join fellow attendees, members of NCBA, and members of MCBA for an evening networking event with drinks, light bites, and wonderful company!
 

Saturday, September 8

9 - 9:30 am
Check in and registration

First Floor, Kelly Student Lounge

9:30 am - 12:30 pm
Morning Tracks

The GW University Law School, 2000 H Street, NW, Washington DC, 20052

Track 4: Disputes, Litigation and ADR - Room L301

9:30-10:30 Initiating Litigation: Entity Disputes, Intellectual Property, Insurance and Other Claims. Breaking up is hard, and so is suing your insurer. How do you decide when to initiate a law suit, and what steps should you take first? Consider the options: demand letters,  pre-litigation negotiations, and then, the time and place to initiate a law suit, whether it’s against a commercial partner, a business partner, an insurer, or anyone else you may find yourself in a legal disagreement.  

Panelists (speaker bios):
Henry Wykowski (Wykowski & Associates)
Katy Young (Ad Astra Law Group)
Michael Hiller (Hiller, PC)  
Dean Richardson (Moye White) (c)
Shay Gilmore  (The Law Office of Shay Aaron Gilmore)

Written Materials:
Slide Deck

Statute of Limitations, Jursidiction, Venue 
Sample Demand Letter

10:35-11:35 Defending Against: Products Liability, RICO, Dram Shop/Social Host, and Other Claims. Now that we've laid the groundwork on how to initiate suit, it's time for a look at the other side of the equation. Examine strategies to defend against products liability, civil RICO, liability for injuries caused by on-site consumption, and a host of other claims. 

Panelists (speaker bios): 
Katy Young (Ad Astra Law Group)
Tom Haren (Frantz Ward)
Joseph Wilson (Kelley Drye)
Dean Richardson (Moye White)

Written Materials:
Slide Deck

Class Action Complaint - Eaze
Class Action Complaint - Brass Knuckles 
Legal Weed Opponents Aim to Cripple America
Proposition 65 - New Regulations In Effect
Proposition 65 - Overview
Proposition 65 - Marijuana Smoke 
Proposition 65 - Statutory Text 
US Dist Court of CO Orders For REB Review
Safe Streets vv. Hickenlooper
Sample Litigation Hold Letter
Sample Answer

11:45-12:45 Settlement, Mediation and Arbitration. Finally, examine the shortcomings of our court system when dealing with disputes in the cannabis industry. Aside from expense and judicial inefficiency, do we still have worry about the enforcement of contracts that deal with a federally illegal substance? Mediation and arbitration clauses and contractual agreements to abide by, the decisions of an adjudicatory body outside of our well-established court system not only provides a lower-cost alternative, but may provide increased certainty over courts in this all-but-traditional industry. 

Panelists (speaker bios):
Henry Wykowski (Wykowski & Associates)
David Wenger (Nicoletti Hornig & Sweeney)
Lara DeCaro (Leland Parachini)
Patricia Heer (Duane Morris)

Materials:
Slide Deck

PharmaCann 
Green Cross v. Gally 
Everest BioSynthesis 
Convention on Recognition and Enforcement of Foreign Arbitral Awards 
US Columbia TPA Chapter 10 
CA SB 954 
CA Required Form Mediation Disclosure

Track 3: Managing Growth - Room L201

9:30-10:30 Getting to Know You: Due Diligence. Whether your client is investing, seeking investment, considering a new business partner, or entering into a long-term sales contract, it is imperative to conduct due diligence of any prospective counterpart. In this industry, more than any other, you can't take a potential new collaborator at face value.  Learn what to look for, red flags, and signs that indicate there is a green light. 

Panelists (speaker bios):
Lauren Rudick (Hiller, PC)
Matt Lapple (Lapple Ubell)
Avis Bulyban (Siva)
Andrea Hill (SkyLaw)
Dan Straga (Venable)

Written Materials:
Slide Deck

Arrangement Agreement:  Geofinance N.V. v Candax Energy Inc. 
Share Purchase Agreement:  Pharmacan Capital Corp. v. Hortican Inc.


10:35-11:35 Financing & Investment. Bank loans, private equity, 506(d) - let us help you understand  the best way for your clients to raise money for each step in the lifecycle of their company, from seed to growth to exit, always with an eye towards the ultimate goals of your client, whether that is long term ownership, an international presence, or exiting. 

Panelists (speaker bios):
Mitzi Vaughn (AltoTerra Capital Partners) 
Sherri Altshuler (Aird Berlis)
Mitch Baruchowitz (Merida Capital Partners)
Jane West (Jane West)
Timothy Fair (Vermont Cannabis Solutions)

Wrtitten Materials:
Slide Deck

Banking and Finance for the Cannabis Industry 
Attorney FAQs 
WA Securities and Exemption Table 
Electronic Code of Federal Regulations 
Key Ontario Prospectus Exemptions 
SEC Overview of Exemptions 
Canadian Securities Law Materials 
Due Diligence Checklist



11:45-12:45 Public and Private: Preparing for an IPO or a Merger. Many clients start businesses with an eye towards initial growth followed by an exit, which can take you one of two directions. The Canadian market for cannabis-related IPOs is heating up, and US M&A has been on fire since January 1, when California's adult use market came online. Are there different considerations to take into account during each growth stage  based on the exit your client wants to see? Learn how to prepare for the desired exit , and how to analyze the options. 

Panelists (speaker bios):
Jeanne Sullivan (The Arcview Venture Fund)
David Feldman (Duane Morris)
Dan Garfield (McAllister Garfield)
Rob Lando (Osler, Hoskin & Harcourt)

Written Materials:
Slide Deck

Sample Term Sheet 
Public Company Overview

 

 

 

 

12:45pm - 1:45pm Lunch
1:45pm-5:30pm Afternoon Tracks

Unit 6: Overlooked in the Industry - Room L301

1:45-2:45 What In-House Counsel Want You To Know. As the industry grows, more and more companies are hiring in-house counsel to handle many of their daily legal obligations.  While outside counsel are generally specialists in a particular substantive area of law, in-house lawyers have to deal with a range of issues that arise, and there are substantive legal pieces of the puzzle they wish you knew, as well as practical business considerations that affect how they assess  risk and make decisions. And, of course there is the age-old dilemma bout how much communication is enough, optimal, or just too much.

Panelists (speaker bios):
Steve Schain (Hoban Law)
Joe Segilia (Terra Tech)
Jeremy  Unruh (PharmaCanna)
Crystal Saab (Solace Holdings)
Sara Presler (Presler Consulting, LLC) 

Written Materials:
Slide Deck

ABA Model Rule 1.1.Competence 
ABA Model Rule 1.4.Communications 
ABA Model Rule 1.6 Confidentiality
ABA Model Rule 1.13 Organization as Client
ACC Docket - 5 Techniques for Selecting Outside Counsel
ACC Docket - Getting More From Outside Counsel
ACC - Outside Counsel Management
Corporate Counsel - Want to Reach In-House Counsel
Duly Noted:  What In-House Attorneys Want From Outside Counsel 
Practical Law:  Working Effectively With Outside Counsel

2:50-3:50 Employment & Labor. Does your client even have an employee handbook? A sexual harassment policy? Paid vacation and FMLA leave? How businesses treat their employees is one of the largest sources of legal liability in any business, and it’s an area that was long ignored in the grey market cannabis industry. Now that we are coming into the light, so must your client's employment practices.  

Panelists (speaker bios):
Kate Bally (Director of Labor & Employment Service)
Kim Napoli (Vincente Sederberg)
Jazmyn Stover (SSEG Law)
Brandon Wyatt (MCBA Board member)
Mitzi Vaughn (Alto Terre Capital Partners)

Written Materials:
Slide Deck

Cannabis Issues In Employment Law 
Social Equity and Veterans

4:00-5:00 Corporate Governance. Basic governance is paramount in the cannabis industry, and is required for basic legal protections like the limited liability that comes with the creation of a business entity. While most clients understand the importance of limited liability and protections stemming from the corporate form, they often put those protections in jeopardy based on their behavior. Co-mingling assets, lack of formal board meetings, minutes, and key decisions, and failure to properly document inter-company loans are a few of the basic mistakes  that we, as an industry, need to address. 

Panelists (speaker bios): 
Katheryn McCall (Sideman Bancroft)
Valerio Romano (Vicente Sederberg)
Mitch Baruchowitz (Laurel Harvest Labs)
 
Written Materials:
Slide Deck

Annual Meeting of Shareholders 
Sample Resolution 
Conducting a Board Meeting 
Board Meeting Minutes Checklist 
Agenda for Annual Meeting of Shareholders
Guidelines for Board Materials
 

Unit 5: Crossing Borders - Room L201

1:45-2:45 Interstate and International Growth: Brand and Technology Licensing. Given the federal prohibition in the US, cross border growth has become a function of how your clients license their intellectual property, whether on a domestic or international level. To carve out a national or international presence, you need IP protections, and you need robust licensing agreements that allow you to exert control over your brand and IP assets without falling afoul of interstate or international ownership limitations or franchising laws. 

Panelists (speaker bios):
Weston Anson (Consor) 
Megan Rimovsky (Cannabistry Labs)(c)
Jeremy Kapteyn (KW Law)
Shabnam Malek (B&B)
Jason Moscovici (Robic) (Canada)


Written Materials:
Slide Deck

Licensing Agreement Key Factors 
Alternative Royalty Fee Arrangements









2:50-3:50 Oh Canada, Oh Cannabis. Take a closer look at our neighbors north of the border who offer the possibility opportunities for investment, partnership, and international commerce. As Canada moves towards a less stigmatized and a more open market, examine the opportunities that exist in Canada.  

Panelists (speaker bios):
Sherri Altschuler (Aird Berlis)
Barrington Miller (Director, Canadian Securities Exchange)
Afzal Hazan (CannaRoyalty)
Maruf Raza (MNP)

Written Materials:
Slide Deck

Canadian Securities Exchange Policies 
Cannabis Regulations
Cannabis Act
ACMPR

4:00-5:00 International Considerations and Opportunities. Take a look at the UN's International Narcotic's Control Board, the current market for international imports/exports, and where we are going in the future. Examine the legality of importing/exporting CBD and THC products to and from various countries and how relationships with operators outside of the US can help your client’s establish an international presence sooner rather than later.

Panelists (speaker bios):
Heather J. Haase (IDPC and Chair, NYNGO Committee on Drugs)
Guillermo Fernandez  (Sofer Abogados, Spain)
Kai-Friedrich Niermann (KFN, Germany)
Juan Luis Serrano Leets (Sanchez Devanny, Mexico)
Steph Sherer (Americans For Safe Access and ICCI)

Written Materials:
Slide Deck (1)
Slide Deck (2)

ASA - International
Narcotics Foreign Trade Ordinance - Germany 
Medical Cannaibis in Germany
Marijuana Scienfic Investigation - Mexico
European Parliment Draft Motion for a Resolution 
The Rise and Decline of Cannabis Prohition: The History of Cannabis in the UN Drug Control System and Options for Reform
The UN Drug Control Conventions: The Limits of Latitude 
Letter from the Executive Director of WHO to the UN Secretary General on Launching Full Review of Cannabis 
INCB Report 2017
Three International Drug Control Treaties

5:30pm
Reception
Quigley’s Tonic, 2036 G St NW, Washington, DC 20036

*Details subject to change