Building a house
with a lawyer?
I begin the following
by addressing my experience from a matter
of perspective. My perspective comes from,
in some fashion, a lawyer who is new to the
cannabis industry as I
have been practicing in
this space for just over
one and a half years.
With that said, I bring to bear over 17 years of the
practice of law, both as a prosecutor working in
one of the largest state prosecutors offices in the
United States, and as a commercial litigator who
has seen what takes place when business relationships and investments go wrong.
Over the past year and a half, I have represented
individuals and entities looking to be hands-on the
plant in legal markets, ancillary businesses, growers who have thought they were legally operating,
but were not and are under federal investigation,
as well as answered many questions that have
come up in regard to trademark law, securities
law, and basic legal principles.
The practice of law as it relates to the cannabis
industry is fascinating in that it really draws from
so many areas including business transactions,
regulatory, securities, trademarks, and zoning, not
to mention the litigation which has resulted from
the transactional work done during the early years
both in Colorado and California and now other
states. When speaking with practitioners in those
states about their experiences, this seems to be
the next wave, which is the litigation of partnership agreements and other relationships as well
as trademark disputes. I predict we will see more
and more of this in the trademark realm where we
see certain names being recycled in states as they
come on line in some capacity and others move
14
forward trying to forge nationally recognized identities.
The most important thing that I can say, which I
draw out of a discussion with a client the other
day, is the importance of building a strong house.
It is important that one’s house is built on a solid
foundation and within the context of the cannabis
industry, that foundation should include not just
the forming of an entity, but among other things,
strong business planning, properly drafted partnership or operating agreements, documents
which memorialize loans or equity properly, strong
human resources and operating parameters, and
thinking about potential trademark or copyright issues that are necessary. As an aside, if the house
is built properly it should include forward thinking also from a marketing standpoint. One must
question whether the framework put in place from
a name and perhaps domain name is able to be
captured across all mediums and can it be carried
forward effectively over the years.
Turning back to the building of the house from a
business standpoint, if entities are using outside
consultants or entering into other agreements,
it is paramount to make sure that resulting contracts have deliverables and other information
included so that the parties clearly understand
their respective obligations and what is actually
be accomplished by their agreement. It is hard to
describe all that is necessary to go into the building o