Mistakes in Oregon Cannabis Business Sales

We have been helping people buy and sell Oregon cannabis businesses since the early days of the adult use market. Most of these sales are relatively simply asset purchase agreements—including many for naked licenses—but some have been stock sales. Others have taken place amid administrative enforcement action by the Oregon Liquor and Cannabis Commission (OLCC). This post and my next post will cover mistakes commonly made in these sales.

Lazy diligence

Buyers of Oregon cannabis businesses don’t need to do an extraordinary amount of diligence—especially outside of stock sales—but it’s wise to do some, starting with a public records request on the seller. I cannot tell you how many times we have seen people try to sell things that aren’t actually saleable– either because they do not own them, or because the business is mired in an OLCC enforcement proceeding, or because the item at issue (i.e., a pending application) isn’t transferrable as a matter of administrative law.

Sellers should also consider doing some diligence on Oregon cannabis business buyers. On several occasions, we have seen people assume they can purchase a business and transfer its license to a location that doesn’t work. We have also seen sellers agree to

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