Cannabis Industry

Our Approach

Cannabis-related businesses contend with the same challenges every business faces, complicated and amplified by a web of state and federal law specific to cannabis and hemp. Tonkon Torp helps clients solve complex business problems within the regulated cannabis and hemp industries. The attorneys in the Cannabis Industry Group bring a combination of deep business expertise and cannabis-specific knowledge and experience to help owners and operators form and sustain successful businesses in this emerging category.
 
Tonkon Torp assembles teams of practice-area experts to meet the individual needs of each client. With regard to cannabis, hemp, and CBD, this includes providing a full suite of legal services in a byzantine regulatory environment with rapidly changing laws.
 
Our Cannabis Industry Group is a full service business practice that works with entrepreneurs and companies of all sizes and at all life cycle stages. We work to identify strategies and solutions to help our clients achieve financial and structural growth, all while keeping a keen eye on the special risks and liability considerations inherent in a newly regulated industry.
 
As cannabis, hemp, and CBD companies mature and evolve, Tonkon Torp’s expertise in corporate governance, business formation, mergers and acquisitions, real estate, business litigation, tax, and other specialties provides continuity in the client/legal advisor relationship. The group advises owners and operators as well as seed, angel, venture and other investors on all aspects of fundraising and investing in cannabis and hemp businesses.
 

Our Expertise

Cannabis, hemp, and CBD ventures come with a built-in set of complexities, and our clients in these categories benefit from our firm’s multidisciplinary expertise in business law and dispute resolution.

Structure, Formation & Contracts — Advise on corporate ownership, control, and management issues such as entity formation, tax planning, and executive compensation. Contract drafting and negotiation, licensing, and compliance.

Fundraising — Negotiate and document private and public capital solutions for startup, ongoing operations, and business expansion.

Labor & Employment — Promote positive employee relations, protect competitive positions, deal with union activity, and defend against or minimize exposure to employment litigation.

Taxation — Structure businesses and transactions to minimize tax liability while ensuring compliance with the various local, state and federal tax regimes, including 280E considerations.

Intellectual Property — Develop and execute strategies for registering, protecting and leveraging intellectual property assets including trademarks, copyrights, trade secrets and patents. Defend IP disputes through negotiation, litigation, mediation, or arbitration.

Business and Commercial Litigation — Resolve business disputes in and out of court, including contract disputes, owner disputes, business torts, product liability claims, regulatory/administrative disputes, civil RICO claims, and real estate disputes.
 
Real Estate & Land Use — Acquisitions, land use approvals, and compliance with enhanced zoning requirements for cannabis-related use, environmental clean-up, and leasing of cultivation, distribution, manufacturing, and retail facilities.

Compliance — Manage compliance and develop and implement best practices and long-term strategies to minimize regulatory burdens and risk.

Mergers & Acquisitions — Represent public and private companies as buyers, sellers, and targets. Experience in acquisitions, divestitures, spin-offs, control and proxy contests, reorganizations, and joint ventures.

Government Relations — Monitor and participate in legislation related to cannabis business operations.
 

Our Clients

Our cannabis, hemp, and CBD industry clients include licensed producers, distributors, processors, and retailers, as well as ancillary business, funds and investment managers, equipment manufacturers, and technology companies.
 

Tonkon Torp Wins Arbitration for Cannabis Farm Manager

Tonkon Torp has secured an award of $647k for a cannabis farm management company based on its work in 2017. 2017 was the first year a large number of outdoor cannabis farms were licensed by the OLCC. This combined with favorable weather conditions resulted in a record bumper crop, and the wholesale price of sungrown cannabis dropped by more than half.

Tonkon Torp Wins Dismissal of RICO Claims Attacking Cannabis Industry – First of its Kind in 9th Circuit

Tonkon Torp secured a dismissal of civil RICO claims filed in federal court based on defendants' involvement in an Oregon Medical Marijuana Program grow operation. Four civil RICO cases have been filed this year in Oregon against nearly 300 businesses and individuals engaged in state-authorized cannabis activity.

Breach of Contract

Obtained favorable settlement for landowner who provided land and financing for OMMP cannabis production operation after the grower failed to share profits as agreed.

Civil RICO

Obtained dismissal of civil Racketeering Influenced & Corrupt Organizations ("RICO") Act claims asserted in federal court based on our clients' state law-compliant medical marijuana activities.

LLC Member Dispute

When majority owners tried to squeeze Tonkon Torp's client out by forcing sale of the land where the company planned to obtain an OLCC cannabis producer's license, Tonkon brought counterclaims for minority oppression and obtained a settlement where Tonkon's client obtained all of the majority's interest in the company and the land.

Reverse Takeover of Grown Rogue International, Inc.

Tonkon Torp represented its client, Grown Rogue Unlimited, LLC, a vertically integrated cannabis brand, in its reverse takeover of Novicius Corp. (now known as Grown Rogue International, Inc.), a publicly traded company in Canada. Tonkon Torp advised Grown Rogue on Oregon and United States matters pertaining to the transaction, including tax, securities laws, corporate governance, and Oregon Liquor Control Commission licensing and approval processes. Tonkon Torp also advised Grown Rogue with respect to non-brokered private placements in anticipation of the reverse takeover transaction.

Sale of Form Factory, Inc.

Tonkon Torp represented its client, Form Factory, Inc., a retail cannabis processor, in all aspects of its sale to Acreage Holdings, Inc., a publicly traded company in Canada, in an all-stock merger transaction valued at $160 million. The transaction was extremely complicated and included Oregon Liquor Control Commission licensing and other regulatory issues, complicated Delaware statutory structures, Canadian securities law considerations, complex subsidiary ownership and joint ventures, and numerous third parties.

Shareholder Dispute

When outside investors flexed their power to terminate the founder of a vertically integrated Oregon cannabis company and maneuvered to make her shares worthless, Tonkon Torp brought claims for breach of fiduciary duty and shareholder oppression, ultimately obtaining a favorable buy-out for Tonkon's client.

Successful Business Exit Through Stock Sale

Advised and represented the owners of a hemp processing business in the sale of all issued and outstanding shares of the company to a buyer looking to acquire the operations of the business and related branding.

How Will Streamlined Cannabis Licensing Affect Compliance?

The approval timeframe in Oregon’s cannabis licensing process was historically very long and the amount of documentation and disclosures required burdensome. Thankfully, over the past year, the Oregon Liquor and Cannabis Commission (OLCC) made a…
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Regulators from Cannabis-Legal States Form National Association

Late in 2020, the new national organization Cannabis Regulators Association (CANNRA) was formed. While not much has been publicized about the organization’s work or efforts since it officially launched, its formation represents a major step towards…
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Plan Ahead for Increase in THC Package Limits

Starting in January 2022, the amount of THC allowable in edibles sold through a retail store will raise to 100 mg of THC per package, which is double the previous per-package limit of 50 mg. This is great news for consumers and the industry alike…
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Immediate Changes for Hemp Growers and Sales in Oregon

With the passage of HB 3000, a lot is about to change in Oregon’s hemp industry. One of the more immediate changes registered hemp growers may notice is additional enforcement action in areas of the state where illegal grows and “hot” hemp has become…
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Cannabis Licensing Update – No New Licenses Anytime Soon

At its recent monthly meeting, the Oregon Liquor and Cannabis Commission (OLCC) formally announced that it will recommend extending the moratorium on new producer licenses for two m ore years. This recommendation will be made to the Oregon…
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Holding Employees Accountable for Cannabis Violations

Cannabis businesses are highly regulated, with complex rules applicable to each level of the supply chain; from checking ID of customers to ensuring proper entry of plant weights in the state’s seed-to-sale tracking system, there are almost infinite…
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Cannabis License Rights Transfer 101 – Planning Is Key

It is a common misconception that cannabis licenses themselves are transferrable when in fact, by statute, they are not. It is possible, however, to contract with a licensed business to purchase (or sell) the rights to hold a license, utilizing the…
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The State of Oregon Cannabis Licensing – When Can We Expect New Licenses?

Since June 2018, Oregon has not processed new applications for any cannabis license type. Due to concerns of a large cannabis oversupply, and a flood of applications, Oregon’s cannabis regulatory agency, the Oregon Liquor and Cannabis Commission…
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New Compliance Demands for Oregon Cannabis Processors – Be Prepared

The Oregon Liquor and Cannabis Commission (OLCC) recently published a Compliance Bulletin for licensed cannabis processors. Effective immediately, the OLCC will start requesting additional information on certain processed products on a random basis…
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New Legislation Gives OLCC More Oversight Over the Hemp Industry and Delta-8 THC

On July 19, 2021, Governor Kate Brown signed HB 3000, a comprehensive bill that gives the Oregon Liquor and Cannabis Commission (OLCC) significantly more authority and oversight over the hemp industry – including the production and sale of products…
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What's in Store for Oregon Cannabis M&A?

The M&A market in cannabis and hemp has shifted dramatically in the last 12-15 months. While most operators once raced to expand and gain geographic scale, we are now seeing a major pivot as the focus is on measures of sustainability: positive cash…
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A Pandemic Primer for Cannabis Businesses – Unique Challenges for a Unique Industry

On April 28, at 12:00 PM, Tonkon Torp attorneys Danica Hibpshman, Jessica Morgan, Ferdie Ruplin, and David Petersen will discuss the impact COVID-19 has had on the cannabis industry in Oregon. Stay informed so you can stay successful.
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Danica Hibpshman Joins Oregon Cannabis Association Board

Tonkon Torp attorney Danica Hibpshman has been elected to the board of the Oregon Cannabis Association.
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Parna Mehrbani Honored with Multnomah Bar Association Diversity Award

On May 19, Tonkon Torp partner Parna Mehrbani was honored with the 2021 Multnomah Bar Association (MBA) Diversity Award in recognition of her commitment to fostering and promoting diversity, equity, and inclusion (DEI) in the legal profession.
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Jarell Hunt Elected to the Brian Grant Foundation Board of Directors

Tonkon Torp business attorney Jarell Hunt has been elected to the Board of Directors of the Brian Grant Foundation. The Foundation strives to improve the quality of life for those living with Parkinson’s disease through exercise and nutrition…
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Mick Harris Appointed to the Oregon Consular Corps as an Associate Member

Tonkon Torp business attorney Mick Harris has been appointed to the Oregon Consular Corps (OCC) as an Associate Member.
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Claire Brown Joins Oregon Entrepreneurs Network Board of Directors

Tonkon Torp partner Claire Brown has joined the Oregon Entrepreneurs Network (OEN) Board of Directors as its Secretary. Tonkon Torp is an active advocate for Oregon’s startup community, and has had an attorney serving on the OEN board since the early…
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Tonkon Torp Attorneys Share What's in Store for Oregon Cannabis M&A

Attorneys from Tonkon Torp’s Cannabis Industry and Mergers & Acquisitions practice groups co-hosted a webinar on M&A trends for Oregon’s cannabis industry with representatives from MGO, a CPA and accounting consulting firm with a substantial cannabis…
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Danica Hibpshman Helps Guide OLCC Regulatory Framework Updates

In July 2020, Tonkon Torp attorney Danica Hibpshman was appointed to a newly convened OLCC Regulatory/Legislative Advisory Committee for the cannabis industry. The committee was created to review existing cannabis regulations and formulate policy…
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Jessica Morgan Joins Board of Directors for NuLeaf Project

Tonkon Torp partner Jessica Morgan has joined the Board of Directors for NuLeaf Project, a nonprofit organization that addresses equity hurdles for underserved cannabis businesses.
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Tonkon Torp Holds Pandemic Primer Webinar for Oregon Cannabis Businesses

Tonkon Torp hosted a webinar to help guide cannabis businesses through the unique challenges that the cannabis industry faces due to COVID-19. The panel featured attorneys Danica Hibpshman, Jessica Morgan, Ferdie Ruplin, and David Petersen. Alex…
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Sherrill Corbett and Jessica Morgan Explore Cannabis Business Transition Strategies for PBJ Podcast

Sherrill Corbett and Jessica Morgan were featured guests on the April 8 episode of the Portland Business Journal’s Thought Leadership Podcast. Their episode explored smart transition strategies for businesses in the cannabis industry.
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Alex  Tinker
Practice Area Co-Chair

Alex Tinker

Partner

Danica  Hibpshman
Practice Area Co-Chair

Danica Hibpshman

Of Counsel