Gould + Ratner




As a member of Gould & Ratner’s corporate practice, Garrett Graff is driven to provide his clients, who are often in regulated industries, with real-world practical solutions, reflective of their business objectives, internal and external considerations, and an assessment of associated risks, giving them the ability to navigate complex problems with relative ease.

In his practice, Garrett advises a wide range of clients, from start-ups to established private middle-market companies to family offices to publicly traded companies, on a wide variety of corporate matters, with an emphasis in regulated industries. His counsel includes corporate formation and structuring, equity and debt financings, mergers and acquisitions, raising capital, securities, real estate and other complex commercial contracting issues, along with expertise in navigating complex regulatory environments on a federal, state and local basis. 

Garrett formerly served as the managing partner of a boutique full-service law firm prior to joining Gould & Ratner, and given such executive experience and legal expertise, Garrett often serves as outside general counsel to many clients, further advising on matters relating to corporate governance, fiduciary duties, employment law and other general corporate matters, affording Garrett the ability to advise clients in an integrated, strategic fashion across their business. Further, Garrett is experienced in advising clients on the protection of intellectual property, litigation, policy and international issues.

His clients cross a variety of industries, ranging from real estate companies, consumer packaged goods, operators in regulated spaces such as cannabis (marijuana and hemp), liquor, food and beverage, natural products and psychedelics, manufacturing, technology, and investment companies. 

From a regulatory perspective, Garrett counsels clients in navigating the many layers of international, federal, state and local laws and regulations relating to their industries, FDA and FTC compliance related to for food and beverage, supplements and other natural products, Proposition 65 compliance, as well as import and export issues, along with other regulatory considerations.

For clients in regulated industries, Garrett often represents clients from the outset in navigating complex regulatory environments, beginning with the application process in securing appropriate licensure, in both competitive and non-competitive jurisdictions; in ongoing regulatory compliance; and in defending administrative actions concerning alleged non-compliance. Further, he frequently works with federal, state, and local authorities on policy and enforcement matters. Notably, Garrett represented hemp industry stakeholders against the DEA in confirming the Farm Bill’s hemp provisions pre-empt DEA authority and the CSA. He also regularly works with stakeholders in drafting model legislative and regulatory policy.

Given his expertise, Garrett was appointed by the Colorado Governor’s Office and two state regulatory agencies to serve for nine months on a statewide task force developing a first-of-its-kind regulatory framework concerning intoxicating cannabinoids and the interplay between the marijuana and hemp industries. Further, Garrett has testified in judicial proceedings related to regulatory matters and frequently speaks in many forums, including conferences, symposiums, and related events regarding various issues, including cannabis and natural products.






  • Drexel University Thomas R. Kline School of Law, J.D., with honors
  • University of Colorado, B.S.

Bar Admissions

  • Colorado


  • Colorado Hemp Association, Board Member
  • Department of Revenue State Licensing Authority, Intoxicating Hemp & Cannabis Products Task Force

Key Cases or Transactions

  • Represent sponsor member and manager in debt and equity financing exceeding $350 million to finance the first of a planned series of significant boutique hotel developments spanning across several states, along with related corporate structuring, intellectual property, real estate and related commercial contracting matters.
  • Represent general partner of limited partnership in series of 7- and 8-figure equity investments in various real estate projects nationwide, where the general partner manages funds ranging from $10 million - $50 million on behalf of limited partner pension funds, inclusive of advice concerning matters of exercise of fiduciary duties and corporate governance on behalf thereof.
  • Represent family office as the seller of various cannabis license assets in a series of transactions exceeding $5 million aggregate.
  • Represented cannabis manufacturer as the seller of in a transaction exceeding $13 million in value.
  • Represent start-up cannabis in corporate formation, corporate governance, raising initial capital in excess of $5 million and commercial contracting matters.
  • Represent cannabis retail dispensary and related entities on ongoing matters as sublandlord, and previously, as the seller of its business assets and in the sublease of its leasehold interests pursuant to a master ground lease in a transaction exceeding $4 million in value.
  • Represent members of a manufacturing company in the sale of their respective membership interests in a transaction valued in excess of $3 million, and subsequently, advising the sellers on post-closing disputes relating to post-closing operations of buyers, post-closing restrictive covenants of sellers and allegations of sellers’ misrepresentation.
  • Represent series of related party entities in negotiation and resolution of protracted commercial contracting disputes relating to leasehold interests, management services agreements and supplier relationships with third party.
  • Represented multiple publicly or privately held companies and family offices in buy/sell transactions and related due diligence and regulatory compliance, ranging in value from $50,000 – $145,000,000, varying as corporate, regulatory, due diligence and/or local counsel.
  • Represent and advise companies throughout the corporate life cycle, including corporate formation and structuring, corporate governance, commercial contracting matters,   debt/equity financing, and mergers and acquisitions.
  • Represent numerous companies (including multi-state operators) in industry-specific regulatory compliance, and complex multistate compliance strategies, ranging from jurisdiction-specific legislative and regulatory issues to jurisdictional surveys, inclusive of cannabis (both marijuana and hemp), alcoholic beverages, psychedelics and other regulatory and administrative law matters.
  • Represent client in the purchase of and/or application for a series of liquor licenses, along with related corporate formation, corporate governance, real estate purchase and leasing considerations, for a planned series of 5-10 facilities in southern Colorado.
  • Represent numerous landlords concerning matters relating to preservation, maintenance and/or transition of liquor licenses to inure to the benefit of incoming tenants and other related considerations.
  • Represented publicly-traded company in the strategic deployment of over $300 million of assets in the cannabis industry, including advisement corporate, strategic and regulatory considerations.
  • Drafted and advised on majority of merit-based applications for client who ultimately successfully obtained 2 out of 3 applications in a competitive license jurisdiction.
  • Represent numerous companies in regulatory compliance matters, ranging from FDA and FTC compliance in marketing and labeling; data privacy; Prop 65; to import/export.
  • Represent clients in various litigation or pre-litigation matters, with claims ranging from breach of contract, civil theft, fraud, FED, trade secrets, CRCP 106 to declaratory judgment.
  • Represent hemp industry stakeholders appellate challenges in federal appellate court in 2017 and 2020 challenges to DEA rulemaking.
  • Advised numerous federal, state, local and tribal governments in drafting of legislation and promulgation of corresponding regulation to establish commercialized regulatory schemes.
  • Represented association of Colorado hemp companies in lobbying and advocacy efforts.




  • Panelist, “Contemplating the Future for CBD: Navigating the Sale of CBD and Other Hemp-Derived Cannabinoids in the Wake of FDA’s Recent CBD Announcement”, Legal, Regulatory & Compliance Forum on Dietary Supplements, June 2023
  • Moderator, “CBD, The FDA, and an Act of Congress… Oh My”, NoCo Hemp Expo, March 2023
  • Presenter, “The Top Three Legal Trends for Maintaining a Successful Brewery”, Colorado Craft Brewers Summit, November 2022
  • Moderator, “What Investors are Looking for in Today’s Cannabis and Hemp Space”, NoCo Hemp Expo, March 2022
  • Presenter, “Lighting up Cannabis: Parallels between State Cannabis Regulation and Income Taxation”, ABA-IPT Virtual Advanced State Income Tax Seminar, March 2022
  • Presenter, “Regulatory Roulette: Federal and State Updates”, MJBizCon, October 2021
  • Presenter, “How CBD Can Keep Disrupting Categories”, Informa Markets/Supply Side Network 365, August 2021
  • Panelist, “Federal Policy – The Future of FDA and Cannabis Regulation”, International Cannabis Bar Association, August 2021
  • Presenter, “Cannabis: Organizational Forms for Growers and Dispensaries”, CPA Academy, July 2021
  • Panelist, “The Shake-Out Since the Farm Bill”
Garrett often represents clients from the outset in navigating complex regulatory environments, beginning with the application process in securing appropriate licensure, in both competitive and non-competitive jurisdictions; in ongoing regulatory compliance; and in defending administrative actions concerning alleged non-compliance.