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Buying a cannabis business does not occur in a matter of days, and transactions fall apart for a variety of reasons, as we discussed in Part 1 of this blog series focused on the buy-side of a cannabis M&A transaction. In Part 2, we focused on the regulatory environment, discussing concepts that first-time buyers and their attorneys should be aware of. In Part 3, we looked into things to consider when hiring your cannabis attorney. In Part 4, we discussed brokers – whether and how to use them to their best utility. Today, we discuss how to structure the transaction and why the transaction structure matters.

Transaction Structures

Acquisitions of cannabis businesses are typically structured as either a purchase of (1) assets or (2) equity interests (including a merger scenario), with an initial closing and a final closing. Due to potentially extensive known and unknown liabilities in the target company, asset purchases are the rule unless a cannabis license is not permitted to be assigned or assumed by a buyer, as is the case in California, where the purchase of equity interests is almost universally used.

The Pace of Proceeding to Closing

The highly regulated nature of the cannabis marketplace creates an often slow-moving

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Many comedians have worked cannabis into their professional personas—some even make it their entire persona—but few have incorporated it as flawlessly as Rachel Wolfson. While she’s hilarious and not above using the leafy green goodness as a punch line, cannabis also goes much deeper with her. But it wasn’t always this way. 

“I was first really introduced to weed when I was 19, because growing up with such a strict family—my parents were politicians and defense attorneys—they used all these scare tactics and said I would literally die if I smoked weed,” Wolfson said. “Then I was living in Vermont, in college, and a boyfriend of mine literally laughed when I told him that. Then I started to realize like, ‘Okay, pretty much everyone knows that no one has ever died from smoking weed.’” 

Still, even after wrapping her mind around that realization, there was still subconscious fear and shame around using cannabis. But even that began to lift, as Wolfson researched NORML and cannabis advocacy and realized how much good work there was to do. Now she also uses cannabis for medical purposes in lieu of taking multiple pharmaceuticals. To this day, she is open and honest about using cannabis to

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Study results show that marijuana use is not independently associated with a loss of motivation among teenagers, according to recently published research. The research, by a team of investigators affiliated with Florida International University, was published online last week by the Journal of the International Neuropsychological Society.

The authors of the study note that a reduction of motivation is commonly cited as a consequence of cannabis. However, previous research on the subject has largely been focused on adults and has yielded mixed results. 

To conduct the research, investigators recruited a group of 401 study subjects who were aged 14 to 17 years old at the onset of the research. Each subject completed a total of five biannual assessments throughout the study period.

The researchers assessed the motivation of the study participants through the use of two self-reported questionnaires including the Apathy Evaluation Scale and the Motivation and Engagement Scale, which consists of subscales that quantify disengagement, persistence, planning, self-efficacy and the value the study subjects place on school. The researchers also asked about the participants’ use of alcohol, marijuana and tobacco during each assessment, and performed an analysis of the data to model patterns of cannabis use and motivation over time.

The results of

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To grow and make your own medicine… that is the stuff that dreams are made of, am I right?! We like to use our organic homegrown cannabis in a variety of ways, but making topical cannabis salve is on the top of the list. Cannabis salve can help to reduce inflammation, soothe skin irritation, joint pain, and more! It also happens to be quite simple to make your own cannabis salve, and easy to customize it to suit your needs.

Read along to learn how to make cannabis salve in 4 simple steps. With this recipe, you can use marijuana, hemp, high CBD, high THC, raw cannabis, decarbed cannabis, or any combination thereof! (Depending on what is legal and available in your area of course.) Let’s talk about benefits of each of those, how cannabis salve works, and what awesome healing potential it has.

– Read the entire article at Homestead and Chill.

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As medical and recreational cannabis becomes a legitimate $92 billion a year industry, a discussion around social equity programs has emerged. Why? Because certain communities have suffered long-term multigenerational impacts from now obsolete laws about marijuana. And now it’s all mostly legal.

Understanding the History
To understand the present, we must understand the past. The 1971 “war on drugs” provided funding to federal drug control agencies and imposed mandatory sentencing for drug crimes. But some historians suggest that the policies were racist.

– Read the entire article at Benzinga.

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Lately, in my review of certain cannabis transactional agreements like cannabis intellectual property (IP) licensing agreements, manufacturing agreements, and distribution agreements, I’m seeing a really high number of statements of work (SOWs) attached. I’m not opposed to SOWs when they make sense. In cannabis though, nine times out of ten, a SOW model isn’t necessary, overcomplicates the parties’ performance, and creates conflicts between agreements. I think the reason I’m seeing a lot of SOW models is because licensees tend to rip their agreements from Google or just go with the flow on whatever a legalzoom style outfit tells them regarding the necessity of a SOW system no matter the industry, the regulations, or nature of the work.

You usually see SOWs incorporated with master services agreements (MSAs) or requests for proposals between vendors and their clients (think Microsoft or Apple vendor agreements, see here and here for legit SOW examples). The MSA sets forth the main legal terms and conditions between the parties (like term of the agreement, termination rights, confidentiality, representations and warranties, etc.). The SOW (or SOWs) typically controls and enumerates specific details around a given project or projects that will occur between the parties sometime during the

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Paying for an expensive full-page ad to run in the London Times on July 24, 1967, The Beatles and band manager Brian Epstein joined a few dozen activists to urge lawmakers—insistently—to legalize pot in the U.K. All four band members smoked and liked cannabis—but especially Paul McCartney, who repeatedly describes cannabis as being transformative in their songwriting development.

Given by the wording in the 1967 ad, you’d think the cannabis legalization argument was printed yesterday: “The law against pot is immoral and unworkable in practice,” the ad title reads. Pot is “the least harmful of pleasure-giving drugs, and […] in particular, far less harmful than alcohol.” 

It continues, “Cannabis smoking is widespread in the universities, and the custom has been taken up by writers, teachers, doctors, businessmen, musicians, scientists and priests. Such persons do not fit the stereotype of the unemployed criminal dope fiend.” The ad was signed by The Beatles, their manager, and about a few dozen other activists fighting against marijuana laws in the U.K. 

Even in 1967, activists knew full-well that the propaganda spreading about the so-called dangers of pot were based in lies. The sense of urgency to legalize pot was spurred by the arrest of International Times founder

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High Times is proud to present the Cannabis Cup Oklahoma 2021 competition. Since 1988—the Cannabis Cup tradition has spread from its humble beginnings in Amsterdam to several state-specific contests spread out across the U.S., eventually becoming synonymous with cannabis lore.

It’s High Times’ second-ever competition that is open to the Oklahoma public, which means we will see the largest pool of judges in the state’s history. Categories include Best Indica, Sativa and Hybrid; as well as Pre-Rolls and Infused Pre-Rolls; Indica and Sativa Concentrates; Non-Solvent Concentrates; Indica and Sativa Vape Pens; Edibles; Gummies; as well as Topicals + Tinctures + Capsules and Hemp-Derived CBD.

Judge Kits will be available for purchase on a first-come, first-serve basis to all 18+ Medical Patients with a valid Oklahoma Medical Marijuana Authority (OMMA) card beginning on July 24 at select retail locations across Oklahoma: including Tulsa, Oklahoma City, Stillwater, Edmond, Norman, Nichols Hill and Lawton. No confirmation or approval is needed. See the full list of locations below. 

The judging adjourns for a deadline on September 12, and winners will be announced on September 19.

There are a number of factors that make Oklahoma stand out among other states that have enacted medical cannabis laws, and here are

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