Insolvency in Cannabis: Access to Bankruptcy Courts, How to Prepare Your Clients, and Alternatives to the Federal System (2019)

As more states adopt cannabis use programs, the number of individuals and businesses engaged in the cannabis industry, either as growers or sellers, or as ancillary service or goods providers, continues to expand.  This webinar will address issues that arise when cannabis businesses or individuals deriving income from the cannabis industry seek relief provided by the federal bankruptcy laws.

  • Is bankruptcy an option for growers and sellers?

  • Is bankruptcy an option for ancillary businesses?

  • Does access to bankruptcy depend on the relief the debtor is seeking, i.e. reorganization of debt under chapter 11 or 13, versus a liquidation under chapter 7?

  • What alternative state court remedies are available?

  • What are the shortcomings of state court remedies in comparison to the relief available under the bankruptcy code?

Speaker:

Patricia Heer is a co-founder of the Cannabis Law Digest, which contains cannabis statutes and regulations, industry specific articles, agency guidelines, and state and federal cannabis court decisions digested by industry attorneys into easy to read summaries. Patricia has historically practiced in the area of commercial litigation and business reorganization. Prior to founding the Cannabis Law Digest, Patricia practiced law at Duane Morris in both litigation and transactional areas, which enables her to advise clients in the rapidly shifting cannabis industry. 

Jason Rosell is a senior associate at Pachulski Stang Ziehl & Jones LLP.  His experience includes representing debtors and creditors in complex cross-border insolvency cases.  He is a member of the boards of the Turnaround Management Association Northern California chapter and Bay Area Bankruptcy Forum.  He holds a bachelor’s degree in Computer Information Systems, MBA, and JD from Arizona State University.





Federal Hemp Legalization: 2018 Federal Farm Bill and Agency Regulation of Hemp (Webinar 2019)

CLE Credit is not offered for on-demand courses at this time.

Course Materials:

This one hour webinar provides key insight into the federal regulatory framework of this new era of hemp legalization. The program will feature a detailed look at the Hemp Farming Act provisions included in the Agriculture Improvement Act of 2018 providing for full federal hemp legalization by INCBA Board of Director Courtney N. Moran, LL.M. who guided the drafting of the legislation. We'll discuss the ongoing program implementation and regulation development by USDA and FDA. We'll further discuss recent federal litigation KaB, LLC v USPIS, MLB 18-39 (2018) and RNF, LLC v USPIS, MLB 18-113 (2018) establishing precedent for the shipment of hemp through the US Postal Service. 

Speakers:

Courtney Moran the founding principal of EARTH Law, LLC and chief legislative strategist for Agricultural Hemp Solutions, LLC, is the leading expert on hemp law championing legal policy for sustainable Cannabis hemp agribusiness development. Courtney's article, Industrial Hemp: Canada Exports, United States Imports was published by the Fordham Environmental Law Review. She participated in the United Nations General Assembly Special Session on the world drug problem in April 2016. In October 2016, Courtney testified before the Senado de la República in Mexico City, Mexico. She successfully lobbies for the Oregon Industrial Hemp Farmers Association passing legislation, HB 4060 (2016), SB 1015 (2017), and HB 4089 (2018), protecting Oregon hemp agricultural interests. She authored H 3559 (2017), establishing the South Carolina hemp program. Courtney provided foundational language for SB 119 (2017), establishing the Wisconsin hemp program. Courtney strategically guided drafting SB 6 (2018), establishing the Alaska hemp program. She also provided pivotal strategy in drafting Missouri hemp legislation HB 2034 (2018), establishing the Missouri hemp program. Courtney is co-petitioner of the Relegalizing Industrial Hemp Project, a formal administrative rulemaking petition to the U.S. Drug Enforcement Agency that will remove hemp from the Controlled Substances Act. She also worked closely with Senator Ron Wyden (D-OR) and Senate Majority Leader Mitch McConnell (R-KY) in drafting the Hemp Farming Act of 2018 (S. 2667).

Cindy Sovine has over 20 years of government relations experience in working on local, state and federal issues. She is highly effective at helping clients achieve their goals and successfully navigate ever-changing legislative, regulatory and political environments. A Colorado native, Cindy grew up farming and ranching in Eastern Colorado. Cindy spent much of her career lobbying in health care and early childhood education until she began working in Cannabis policy in 2015 after her step-dad’s journey with lymphatic cancer and seeing firsthand how cannabis alleviated his suffering and provided a quality of life that traditional treatments could not provide. Cindy seeks to move the needle forward on Cannabis policy by opening a social use holistic wellness spa and member lounge that allows on sight consumption, THC and CBD massage and more.

Federalism & States Rights (CLI 2018)

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.

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

The Enduring Manifestations of Prohibition (CLI 2018)

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

Employment & Labor (CLI 2018)

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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

Settlement, Mediation and Arbitration (CLI 2018)

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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

Oh Canada, Oh Cannabis (CLI 2018)

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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

Public and Private: Preparing for an IPO or a Merger (CLI 2018)

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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

Defending Against: Products Liability, RICO, Dram Shop/Social Host, and Other Claims (CLI 2018)

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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

What In-House Counsel Want You To Know (CLI 2018)

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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

Financing & Investment (CLI 2018)

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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

Initiating Litigation: Entity Disputes, Intellectual Property, Insurance and Other Claims (CLI 2018)

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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

Getting to Know You: Due Diligence (CLI 2018)

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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.

The Legal and Business Case for Diversity (CLI 2018)

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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.)



Government Relations on the Federal Level (CLI 2018)

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

The Future of Medical Cannabis (CLI 2018)

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

Conflicts of Interest (CLI 2018)

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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

Lessons Learned from Other Regulated Industries (CLI 2018)

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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

Business Initiatives: Taxation & Banking (CLI 2018)

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 

Corporate Governance (CLI 2018)

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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