What You Need to Know When Buying a Cannabis Business, Part 5: Structuring the Purchase

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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