Cannabis, Hemp & CBD Industry Group

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Businesses in the rapidly developing Cannabis, Hemp & Cannabidoil (CBD) space require guidance and expertise to help steer them through the rapidly changing, and potentially contradicting, federal, state and international legal landscape in this area. The majority of U.S. states permit the use of cannabis for either medical or recreational purposes, hemp may legally be cultivated, and the production of derivatives from legally-cultivated hemp is allowed. Navigating these issues is why businesses rely on the expert legal advice and practical business insight that comes from Carter Ledyard’s Partners for Your Business® promise.

Over the last few years we have assisted some of the top U.S. and Canadian companies operating in the industry with their corporate, capital raising, acquisitions, and intellectual property needs. Our industry group members have expertise in the following fields:

• Canada Cross-Border Transactions
• Securities and Capital Markets
• Corporate Law
• Mergers & Acquisitions
• Labor & Employment
• FDA Compliance and CBD Advertising
• Trade Secrets and Restrictive Covenants
• Intellectual Property
• Litigation and Dispute Resolution
• White Collar
• Tax and Application of Section 280E of the Internal Revenue Code
• Native American Law
• Israeli Cross-Border
• China Cross-Border

Representative Matters:

• Carter Ledyard acted as U.S. counsel to Cannabis One Holdings Inc., a Canadian Securities Exchange-listed British Columbia corporation headquartered in Colorado, in a reverse takeover transaction, as well as in Cannabis One’s acquisition of brands, dispensaries, and other operators in the cannabis industry.
• We acted as U.S. counsel to GTEC Holdings Ltd., a British Columbia corporation that cultivates, distributes, and markets premium cannabis in Canada, and Westleaf Inc., an Alberta corporation that owns several cannabis industry brands that cultivate, extract, process, and manufacture cannabis, in their reverse takeover transactions and subsequent listing on the OTCQB marketplace.
• We acted as counsel to Four20 Investments, an adult-use cannabis retail operator in Calgary, Alberta, and as special counsel to Tilray Inc. and its subsidiary, High Park Shops, Inc., in Tilray’s acquisition of Four20 Investments. Tilray is a public company listed on the Canadian Securities Exchange and the NASDAQ.
• Carter Ledyard acted as counsel to Citation Growth Corp., a public company listed on the Canadian Securities Exchange and the OTCQX which invests in the medical recreational cannabis space, in its acquisition of ACC Enterprises, a Nevada-based group of companies licensed for cannabis cultivation.
• Our attorneys acted as special counsel to Willow Biosciences Inc. (formerly Makena Resources Inc.), a Canadian public company listed on the Canadian Securities Exchange, in its acquisition of all the outstanding shares of BioCan Technologies Inc. and Epimeron Inc., which both continued as wholly-owned subsidiaries of Willow.
• Our attorneys also assisted GABY Inc., an Alberta corporation that develops, manufactures, produces, and markets wellness products with THC and CBD, and Integrated Compliance Solutions, LLC, a Nevada company that offers cannabis regulatory compliance software to banks and merchant payments solutions to companies in the cannabis space, in multiple financings, including offerings of various debt and equity securities.
• Carter Ledyard advised companies focusing solely on hemp products and operating in accordance with the 2018 U.S. Farm Bill. Carter Ledyard worked closely with Cannuka LLC, an Ohio company that produces CBD and manuka honey-based luxury skin care products and sells those products to customers directly and through retailers nationwide.

Recent Publications & Speaking Engagements:

• "Cannabis, COVID-19 and Force Majeure," Client Advisory, April 30, 2020
• "The Impact of COVID-19 on State-Legal Cannabis Companies," Client Advisory, March 26, 2020

• "New Wave of Warning Letters Indicates That The FDA Is Looking Beyond Ingestibles And Outrageous Health Claims When It Comes To Selling CBD Products" Client Advisory, March 5, 2020

• "Practical Considerations for Insuring Cannabis, Hemp & CBD," Property Casualty 360, January 14, 2020 

  "Carter Ledyard Advises on Industrial Hemp: U.S. Department of Agriculture Publishes Interim Final Rule to Implement 2018 Farm Bill Program," Client Advisory, November 19, 2019
• Alex Malyshev participated in a panel discussion at the ANSI Legal Issues Forum: Standardization and the Cannabis Industry, titled, "The Current and Evolving Legal Landscape: Clarifying the Rules and Regulations that Govern Cannabis Sales, Production, and Use in the U.S.," in Washington, D.C..
• Alex Malyshev participated in a panel discussion at the Meritas Law Firms Worldwide US & Canada Litigation, Labor and Employment meeting on "Opportunities and Challenges With Cannabis," in Phoenix, AZ.
• Alex Malyshev was quoted in, "Global Cannabis Industry: The Essential Primer," Insights from Meritas, October 2019
• Bogart That Joint, But Don't Bankrupt It: Cannabis Businesses in Bankruptcy, New York Law Journal, September 23, 2019
• As Cannabis Industry Matures, Expect a Lot More Litigation, Think Advisor, September 19, 2019
• Seeing Through the IP Haze, ACC Docket, September 4, 2019
• Alex Malyshev presented, "Doing Business With Cannabis, Hemp and CBD Related Companies," ACC Online Education, August 14, 2019
• Is Investing in Cannabis a Conservative Move or a Risky One? Think Advisor, July 31, 2019
• The Marketing and Sale of Products Containing Hemp and CBD Over the Internet, Journal of Internet Law, July 2019
• Cannabis Businesses in Bankruptcy, Client Advisory, June 26, 2019
• Getting Comfortable With Cannabis - Will Your Money Go Up in Smoke?, Client Advisory, June 13, 2019
• New Jersey’s Coming Expansion of Its Medical Cannabis Regime Presents Opportunities to Sophisticated Operators, Client Advisory, May 24, 2019
• Protecting Cannabis and Hemp-Related Intellectual Property, Client Advisory, May 9, 2019
• Things to Consider If You Decide to Invest in the Hemp and CBD Industries, Client Advisory, April 18, 2019
• Despite the Trend Towards Legalization, Challenges Remain for Investors Considering Investment in State-Legal Cannabis Industries, Client Advisory, March 26, 2019
• Alex Malyshev participated in a panel discussion on Global Cannabis Opportunities at the 2019 Meritas Law Firms Worldwide conference in San Diego, California.

Carter Ledyard’s leadership role with Meritas Law Firms Worldwide, a Chamber’s ranked premier legal network, allows us to seamlessly access local expertise in all 50 States, the District of Columbia, Canada, Latin America, Europe, and beyond. Our strategic partnerships with other service providers give us insight into the constantly evolving developments and best practices in the industry.

Group Contacts:

For more information, please contact Guy Lander (co-chair), Alex Malyshev (co-chair), Steven Paul McSloy, Michael Shapiro, Marc Kushner, Ted McDonough, Aaron Cahn, Pang Zhang-Whitaker, Guy Ben-Ami, Jacob Nemon, Matt Schwartz, or your regular Carter Ledyard lawyer.

DISCLAIMER: The possession, distribution, and manufacturing of marijuana are illegal under federal law. State law, which may in some jurisdictions decriminalize such activity under certain circumstances, is superseded by federal law. Violation of federal drug laws carries serious penalties, with the federal government reserving the right to seize and seek civil forfeiture of real or personal property facilitating the sale of marijuana and money or proceeds accruing from such transactions. Section 280E of the internal Revenue Code also disallows deductions for amounts paid or incurred in the carrying on of a trade or business that consists of the “trafficking” of cannabis. Law or policy covering this industry may change at any time.