The legalized cannabis industry is -- literally -- growing like a weed. No longer is it relegated to aging hippies surreptitiously growing plants in their basements or backyards and privately enjoying the buds of their labor. Now, despite the headwind of continuing classification as a Class 1 narcotic under federal law and further uncertainty due to the rescission of the Cole Memorandum, well over half the states in the United States have legalized cannabis use, whether for medical or recreational use, or both.

Many of the cannabis industry participants, whether cultivators, testers, processors, dispensers, lenders, title companies, landlords, investors, product developers, executives and others, are sophisticated, respected, dedicated and experienced business people. They demand, and need, the same level of sophistication, dedication and experience from their service providers.

Gould & Ratner recognizes the evolution, as well as the upward trajectory, of this burgeoning industry. We have cut through the smoke and clutter and assembled a team, lead by Fred Tannenbaum, of sophisticated and experienced counselors to serve the needs and demands of a variety of participants in the industry’s “food chain.”

Our firm provides many comprehensive areas of talent and experience for clients in the cannabis industry, in addition to our team's sensitivity to some unique “burning” issues. Many law firms provide one or more of these areas of service. However, very few firms offer them as comprehensively, seamlessly, efficiently and commercially as we do.

Whether you're just getting started or already successfully established, our lawyers offer a variety of services and advice specifically tailored to this unique industry:

Company Acquisitions/Divestitures

  • Structuring of business organization with multiple related party service agreements to minimize risk and burden of regulatory compliance
  • Understanding sensitivities of unsophisticated sellers and making practical judgments to get the purchase done
  • Applying practical judgment in legal due diligence
  • Understanding business aspects of industry to prioritize and make efficient due diligence (e.g. SSS, sales per square foot, ARPU, churn, key components of gross margins
For more information on our Corporate Practice, click here.

Investment/ Debt and Equity Financing

  • Recognition of differing short-term and long-term needs of different investor groups (e.g. long term entrepreneurs, friends and family vs. shorter term funds) and ways to reconcile different perspectives while keeping the company intact
  • Different structures for different investor groups, stages and reasonable return goals and expectations
  • Lender needs and specific provisions (e.g. avoiding representations and warranties affirming compliance with laws and avoiding defaults in case the applicable law changes)
  • Lender security issues for perfecting and then foreclosing on a license
  • Structuring of repurchase of ownership interest of an investor who becomes disqualified under state law
To learn more about how our lawyers can help with private equity and venture capital, click here.

Real Estate

  • Title insurance coverage, endorsements and exceptions
  • Use, condemnation, casualty, quiet enjoyment, compliance with laws and other specific provisions of real estate leases
  • Zoning and other land use regulations and development issues for cultivation and dispensary sites
  • Construction related issues including those involving “build to suit” projects
Find out more of what our national Real Estate Practice offers by clicking here.


  • Application and nuances of Code Section 280E
  • State and local sales, excise and other taxes imposed on cannabis use
For more information on how we can help with your tax issues, click here.


  • Insurance coverage issues and exclusions by carriers for illegal products
  • Landlord-tenant litigation, especially over illegal use
  • Challenge of state compliance with its application guidelines and RFP guidelines
  • Construction-related disputes and litigation
  • Product liability, including inherent danger concepts, duty to warn
  • Liability of dispenser for injuries based on product use
  • Deceptive/improper marketing
  • Injuries due to long term use or abuse
  • Disputes among owners, particularly early stage vs. later and less sophisticated vs. more sophisticated
Additional details on our Litigation Practice can be found by clicking here.

Human Resources

  • ADA reasonable accommodation of employees when medical marijuana is prescribed
  • Medical marijuana card holders as a protected class
  • Drug-testing policies
  • Discipline of employees using medical or recreational marijuana in violation of company policy
  • Importance and enforceability of restrictive covenant agreements
  • Interplay between ADA, OSHA, federal discrimination laws, and applicable state counterparts
  • Revisions to HR policies and Employment Manuals
To learn more about how we can help with HR and employment issues, click here.

Intellectual Property

  • Obtaining federal trademarks when the product is federally illegal
  • Licensing and protecting brands to give product manufacturers national growth potential
  • Patents of unique and innovative strands
  • Protection of valuable trade secrets including recipes and formulae as well as customer information
More information on our IP Practice can be found here.


  • Water permits for cultivation
  • Sourcing, treatment and disclosure of pesticides and fertilizers
  • OSHA regulations dealing with federally illegal products
For more information on our Environmental Practice, click here.

Workouts/Creditor Rights

  • Enforcement of debts notwithstanding claims the invoice is for an illegal product
  • Securitizing of and foreclosure on cultivation and dispensing licenses and sale proceeds
  • Negotiating the intricacies of state law insolvency proceedings including assignments for the benefit of creditors and receiverships
To learn more about how we can help with restructuring and related issues, click here.

Government Relations/ Regulatory

In the spirit of full disclosure, our group is not all things to all people and does not routinely perform these services for our clients, although we have assisted some clients in license applications in Illinois. However, we offer access to a wide variety of contacts and relationships across the country and Canada that allow us to forge a seamless and cost-effective team of experienced personnel to accomplish client goals in these areas. These include lobbying and government relations, including relationships with the FDA, OCC (and some state counterparts) and other federal and state agencies.


Possessing, using, distributing, and/or selling marijuana or marijuana-based products is illegal under federal law, regardless of any state law that may decriminalize such activity under certain circumstances.  Although federal enforcement policy may at times defer to states’ laws and not enforce conflicting federal laws, interested businesses and individuals should be aware that compliance with state law in no way assures compliance with federal law, and there is a risk that conflicting federal laws may be enforced in the future.  No legal advice we give is intended to provide any guidance or assistance in violating federal law.

Representative Matters

  • Senior secured loan for acquisition financing.
  • Mortgage finance in connection with acquisition.
  • Structure and implement multistate merger between two competitors.
  • Raise funds for unsecured debenture loan to Canadian public company.
  • Significant due diligence in connection with large merger transaction.

Cannabis Team