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Planning for Cannabis M&A Transactions: Existing Regulatory Landscape, Deal Structures, IRC Section 280E and 368, and More

Recording of a 90-minute premium CLE/CPE video webinar with Q&A

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Conducted on Tuesday, November 14, 2023

Recorded event now available

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This CLE/CPE webinar will provide an advanced discussion of tax considerations attorneys must consider when negotiating, structuring, and documenting cannabis M&A deals. The panel will discuss the current regulatory landscape impacting cannabis deals, structuring cannabis M&A transactions, and tax issues to consider from the buyer and seller perspectives when negotiating, structuring, and documenting a cannabis M&A deal.

Description

Regulatory and tax considerations are crucial in the structure and documentation of cannabis M&A transactions. Cannabis M&A transactions involve certain tax and regulatory implications that distinguish them from typical M&A deals. Counsel advising buyers and sellers must understand the tax and regulatory ramifications of a planned transaction at the outset to negotiate and structure the deal in the most tax efficient manner possible.

Practitioners must consider a broad spectrum of buy- and sell-side issues, including (1) federal and state rules and regulations for cannabis businesses and their change of ownership; (2) the transferability of certain assets and licenses; (3) evaluating the possibility, benefits, and risks of a stock sale versus an asset sale; (4) due diligence considerations; and (5) determining the most effective structure for the transaction. In addition, counsel must also weigh the tax implications involved in structuring earnouts and other deferred payments connected with an M&A transaction, along with other items specific to cannabis-related entities.

Listen as our panel discusses the current regulatory landscape impacting cannabis deals, structuring cannabis M&A transactions, and a wide range of tax issues to consider from the buyer and seller perspectives when negotiating, structuring, and documenting an M&A transaction.

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Outline

  1. Federal and state regulation of cannabis and their impact on M&A deals.
  2. Tax considerations for buyers and sellers in cannabis M&A transactions.
  3. Structuring options and pitfalls to avoid.

Benefits

The panel will review these and other relevant issues:

  • The regulatory framework of the cannabis industry and the impact on cannabis M&A deals.
  • Due diligence considerations.
  • The benefits and risks of a stock sale versus an asset sale.
  • Determining whether to structure a deal as a taxable or tax-free transaction.
  • Best practice to get cannabis deals across the finish line.

Faculty

Dashevsky, Irina
Irina Dashevsky

Partner & Co-Chair of the Cannabis Law Group
Greenspoon Marder

Ms. Dashevsky is a partner and co-chair of the Cannabis Law practice group at Greenspoon Marder. She advises clients on...  |  Read More

Guadiana, James
James A. Guadiana

Partner
Greenspoon Marder

Mr. Guadiana is a partner in the Tax practice group at Greenspoon Marder LLP. He is an experienced practitioner in...  |  Read More

Richards, Nick
Nick Richards

Partner & Chair of the Cannabis Law Group
Greenspoon Marder

Mr. Richards is a partner and chair of the Cannabis Law practice group at Greenspoon Marder LLP. He...  |  Read More

Ross, Michael
Michael E. Ross

Partner
Greenspoon Marder

Mr. Ross is a partner in the Corporate & Business practice group at Greenspoon Marder LLP. He has over two decades...  |  Read More

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