Cannabis News

Strategies for Distressed Cannabis Businesses

Published

1 year ago

July 27, 2023

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It’s pretty easy to write about everything that’s going wrong in today’s cannabis industry. Today, I want to change gears and talk about some of the strategies we’ve seen work for distressed cannabis businesses in the past. Yes, some of these strategies may seem obvious at first. But pulling them off correctly – especially in a highly regulated market – may be a challenge.

What I’m about to talk about might not work for every cannabis business and certainly not for every problem they face. And this is certainly not legal advice. The point I’m trying to make is that despite being in an over-taxed, over-regulated, industry on the edge of (if not in) a recession, there may be ways out. So without further ado, here goes:

1. Negotiating with tax authorities

Hands down, the worst problem facing cannabis businesses today is taxation. If you’re not as familiar with that issue, I suggest you delve into my recent post, “Cannabis Taxation is Theft” to see how dire the situation is. At the end of last year, cannabis businesses owed the California Department of Tax and Fee Administration (CDTFA) hundreds of millions of dollars in unpaid taxes. This number is going to keep growing until the state figures out a way to deal with it.

As the CDTFA’s unpaid tax balance balloons, we have seen the agency become increasingly aggressive. It can assess 60% penalties plus interest and other fees for late payments! It can levy assets, report cannabis businesses to the Department of Cannabis Control (DCC) to suspend licenses, and can even go after individual officers or managers of cannabis businesses in some cases. And this is just the state – the IRS has much more power and local tax agencies can be as aggressive as their state and federal counterparts.

As the CDTFA and other agencies have become more aggressive, we’ve developed a practice of negotiating payment plans for a number of clients. CDTFA typically won’t budge on waiving penalties until underlying tax principal has been paid. But that’s the state. Local jurisdictions may operate on completely different wavelengths, and may even agree to a waiver up front. It really just depends on the circumstances of the taxpayer, the tax agency, and the ways they negotiate.

2. Resolving costly disputes in court and before court

I don’t think I’ve ever seen a distressed cannabis business that wasn’t mired in at least one, usually nasty, dispute. In a lot of cases, a company hasn’t paid vendor X, and hasn’t been paid by vendor Y, so the company has to fight on both ends. Sometimes employees sue. Sometimes competitors sue. Sometimes the government files an administrative action. Sometimes they have to sue someone. You get the idea.

It almost seems too obvious to say, but it is key for distressed cannabis businesses to resolve disputes as quickly as possible and as cost-effectively as possible, while avoiding a bad settlement. Going to court, or even taking precursor actions to going to court, are not easy things for people to do. It’s costly, stressful, and has no guaranty of success. A lot of businesses are understandably hesitant to reach out to counsel “until things get too late,” and for a lot of them, things got too late weeks before they did that.

Sometimes, it may seem like an issue will never be resolved, but a simple demand letter gets the other side to pay. Or a cease and desist letter gets the other side to cut its shenanigans out. When things need to be escalated, pre-filing mediation or even early mediation can be an effective tool to avoid costly litigation. Our dispute resolution team has seen plenty of cases resolved out of court or at least early on that could easily have turned into 2-3 years in court. But sometimes that doesn’t work. Sometimes, filing and moving forward with litigation is the only way out. And sometimes a hard-fought dispute leads a business to a massive judgment and recovery of attorneys’ fees.

Again, all of this may seem obvious, because it is – conceptually at least. But navigating difficult disputes to achieve a cost-effective, reasonable outcome is incredibly complicated.

3. Other third-party remedies (both in and out of court)

Sometimes cannabis businesses have specific options that they can use in connection with a dispute or potential dispute in addition to just sending demands or litigating. Those might include:

Taking secured property. Lenders often insist on collateralizing assets as part of a loan. This is called a “security interest” and is governed by Article 9 of the Uniform Commercial Code. Sometimes, even landlords do this. If the debtor defaults and fails to cure its default, the creditor will have the right to take the secured property. Think about repossessing a car. Depending on the state and type of asset, this may require filing an action, but that’s not always the case. And depending on the terms of the security agreement, the creditor may be able to auction the asset or even keep the asset for its own use. So collateral interests can be a huge benefit to cannabis creditors.

Landlord self-help remedies. Some states allow commercial landlords to engage in self-help remedies. This includes changing locks, evicting tenants, etc. If a state (and also a lease!) allows this, it can be a powerful tool for landlords to evict non-paying tenants. But many states expressly bar self-help remedies, and landlords that engage in self-help in these states can find themselves in a worse situation than before.

Appointing a receiver. I wrote about receiverships just the other day, so I won’t belabor the point in this post. A receiver can help get a business back on track, or, if things fail, sell off business assets. This can be an immensely powerful tool for creditors.

Writs of attachment. Let’s say a cannabis business fails to pay money to a creditor. The creditor can take them to court (see point 2 above) but by the time a case is resolved, the cannabis business may be insolvent. If the creditor has good reason to believe that the debtor has assets and will get rid of them, it can file a writ of attachment and have the court “freeze” the assets of the debtor pending resolution of the action. Procedures for getting a writ of attachment vary from state to state, sometimes significantly. But once a bank account is frozen, that money’s not going anywhere and the creditor can rest easy for the duration of the suit. Moreover, once a debtor’s assets are attached, there’s a huge incentive for that debtor to start settlement talks in good faith.

These are just a few of what I think of as the “extra” remedies beyond just filing a lawsuit and waiting for the suit to make its way through the court system. Again, some of these things can be done out of court depending on the contract at issue and depending on state law. Attorneys versed in cannabis dispute resolution can guide creditors and debtors alike through prosecuting and defending against these remedies.

4. Business restructuring

When a state opens up cannabis licensing, there’s usually a mad dash to acquire as many licenses and locations as possible. Over the following years, cannabis business owners begin to realize that some aspects of their supply chain aren’t profitable or don’t make sense for other reasons. Combine this with all of the other costs of being in the industry and the dwindling cannabis economy, those businesses often have to figure out ways to restructure.

One of the most common things we’ve seen over the years is a shedding of assets. Here are some common examples:

Selling an operating subsidiary (a business sale) an operating subsidiary’s assets (an asset sale). This will allow a parent company to sell off one or more “branches” or locations and net some capital that it can use to fund other branches. The problem is this only really works for productive assets. If a company’s subsidiary has no business or very poor sales history, it’s going to be hard to find an interested buyer.

Sale-leaseback deals. In my experience, probably 90+% of all cannabis real estate deals are leases, as opposed to acquisitions, because it’s a lot easier and takes up a lot less up-front capital to lease a parcel of land. Businesses that nevertheless bought real estate and become cash-strapped often try to sell the real estate off and lease it back. Like with a business sale, it means that the seller will have a capital infusion that it can reinvest in its business.

Shedding licenses. If a location is not producing revenue, and there’s nothing else special about it, no buyer will want it. For those assets, cannabis businesses may just opt to get rid of them. I’ve seen this quite a bit over the years with distribution licenses in California. Many cannabis businesses thought a distro license would be a nice addition and help them stay vertically integrated. But for those businesses that never intended to offer distribution as a service to third parties, having a license doesn’t usually mean a whole lot. The ability to do self-transport may end up costing more in licensing, vehicle, employee, and insurance per year than simply paying someone else. So in many cases, businesses may just drop these licenses altogether.

Refinancing past-due debt. As the market for cannabis matures, we’re seeing more established lenders jump into the game. This can mean interest rates and other debt service costs that are lower than a few years ago. We’ve helped plenty of cannabis businesses refinance and secure better loan terms, whether that means lower interest, longer payment terms, or completely different loan structures. Refinancing can be an essential tool for cannabis debtors.

These kinds of restructuring opportunities can shed costly assets and gain money, or better manage mountains of debt– sometimes all at once. But cannabis businesses need to be aware that there are tons of pitfalls if this is not done the right way. For example, restructuring often requires explicit permission from regulators, secured creditors, or even landlords of the property where assets are being sold. And in my experience, these third-party approvals tend to be the hardest, longest, and most complicated parts about a business restructuring. This is especially true for cannabis landlords who, from time to time, can be the worst part of any business restructuring. Failure to consider these types of gating issues at the beginning can not only kill a deal, but it can also lead to license revocation or other penalties.

It’s hard to be a cannabis business owner in 2023. But when things get tough, it doesn’t necessarily have to mean insolvency or dissolution – if a business thinks ahead and picks remedies that make sense given its situation. As 2023 continues to unfold and we continue to see the distressed market under pressure, we’ll be sure to keep writing about all of these topics. So stay tuned to the Canna Law Blog.

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The Grinch Stole SAFE Banking from the Cannabis Industry This Christmas, Yet Again!

Published

1 day ago

December 22, 2024

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no safe banking in 2024

The landscape of cannabis legislation in the United States has been a complex and evolving issue, particularly concerning banking regulations. As of December 2024, it has become official: the current Congress will not provide any protections for banks that serve state-legal marijuana businesses. This decision has significant implications for the cannabis industry, which continues to grow rapidly despite the lack of federal support. In this article, we will explore the reasons behind this decision, the implications for cannabis businesses, and the broader context of cannabis legalization in America.

The State of Cannabis Legalization

A Growing Industry

The cannabis industry has seen remarkable growth over the past decade. As of late 2024, 23 states and Washington D.C. have legalized recreational marijuana use, while 38 states allow medical marijuana. According to recent estimates, the legal cannabis market in the U.S. is projected to reach over $40 billion by 2025. This growth has been fueled by changing public perceptions of marijuana, increased advocacy for legalization, and significant tax revenues generated by state-legal cannabis sales.

The Banking Dilemma

Despite this rapid expansion, cannabis businesses face unique challenges, primarily due to their inability to access traditional banking services. Federal law classifies marijuana as a Schedule I controlled substance under the Controlled Substances Act. This classification creates a significant barrier for banks and financial institutions that wish to work with cannabis businesses, as they risk federal penalties for facilitating transactions related to an illegal substance.

As a result, many cannabis companies operate on a cash-only basis. This situation not only poses safety risks—such as increased theft and violence—but also limits these businesses’ ability to manage finances effectively, pay taxes electronically, and build credit histories.

Legislative Attempts at Reform

One of the most prominent legislative efforts aimed at addressing these banking issues is the Secure and Fair Enforcement (SAFE) Banking Act. First introduced in 2019, the SAFE Banking Act sought to provide protections for banks that serve legal cannabis businesses by preventing federal regulators from penalizing them for doing so.

The act garnered significant bipartisan support in both the House and Senate. In previous sessions of Congress, it passed multiple times in the House but faced hurdles in the Senate due to opposition from certain lawmakers who were concerned about broader implications of marijuana legalization.

In light of ongoing discussions about federal spending and budgetary priorities, advocates had hoped that some version of the SAFE Banking Act would be included in recent spending bills. However, during negotiations leading up to December 2024, a House committee led by Republicans removed any provisions related to marijuana banking protections from key spending legislation.

This decision reflects a broader trend within Congress where discussions around cannabis reform have become increasingly contentious. While there is still bipartisan support for certain aspects of cannabis legislation—particularly when it comes to medical use—more comprehensive reforms like banking protections have struggled to gain traction.

Implications for Cannabis Businesses

Continued Cash-Only Operations

The removal of banking protections means that many cannabis businesses will continue to operate primarily on a cash basis. This situation presents several challenges:

Safety Risks: Cash-only operations make cannabis dispensaries and cultivation facilities prime targets for theft and robber Employees often have to handle large amounts of cash daily, increasing their risk of violence.

Operational Inefficiencies: Without access to banking services, businesses cannot easily manage payroll or pay bills electronically. This inefficiency can lead to operational delays and increased costs.

Impact on Public Safety

Advocates argue that providing banking access would enhance public safety by reducing the amount of cash circulating within the community. By allowing cannabis businesses to deposit their earnings into banks, it would minimize the risks associated with cash transactions, making both employees and customers safer.

Moreover, having a transparent financial system would help law enforcement track illicit activities more effectively. Currently, without proper banking oversight, there are concerns that some cash-only operations may be involved in money laundering or other illegal activities.

Politics and Public Opinion

Changing Attitudes Toward Cannabis

Public opinion on marijuana legalization has shifted dramatically over recent years. According to various polls, a significant majority of Americans now support legalizing marijuana for both medical and recreational use. This shift has put pressure on lawmakers to address outdated federal policies regarding cannabis.

Despite this growing acceptance among the public, political divisions remain strong within Congress regarding how best to approach cannabis reform. Some lawmakers advocate for full legalization at the federal level, while others prefer a more cautious approach that prioritizes regulation over outright legalization.

The Role of Advocacy Groups

Advocacy groups play a crucial role in pushing for legislative change regarding cannabis banking protections. Organizations such as the National Cannabis Industry Association (NCIA) and Americans for Safe Access (ASA) have been vocal proponents of reforming banking laws to support state-legal cannabis businesses.

These groups have mobilized public support through campaigns highlighting the safety risks associated with cash-only operations and advocating for policies that promote financial inclusion for cannabis entrepreneurs.

Future Prospects for Cannabis Banking Reform

While current congressional efforts have stalled regarding marijuana banking protections, there are still potential avenues for reform:

Incremental Reforms: Rather than pursuing comprehensive federal legislation like the SAFE Banking Act all at once, lawmakers may consider incremental reforms that address specific issues related to banking access without fully legalizing marijuana at the federal level.

The Role of Public Awareness

As public awareness about the challenges faced by cannabis businesses grows, there may be increased pressure on lawmakers to act decisively on this issue. Continued advocacy efforts can help ensure that banking reform remains a priority on Congress’s agenda.

Conclusion

The decision by Congress not to include marijuana banking protections in its current spending bill underscores ongoing tensions surrounding cannabis legislation in America. While public opinion increasingly favors legalization and reform, political divisions continue to hinder progress on critical issues such as banking access for state-legal marijuana businesses.

As the industry continues to grow despite these challenges, stakeholders must remain vigilant in advocating for change while exploring alternative solutions at both state and federal levels. The future of cannabis banking reform remains uncertain; however, with continued advocacy and public support, there is hope that meaningful progress can be made in addressing these pressing issues facing one of America’s fastest-growing industries.

SAFE BANKING SINCE 2018, WHAT A FAILURE, READ ON…

SAFER BANKING ACT FAILS AGAINS, SAME OF BANANA IN THE TAILPIPE!

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HHC vs. Delta 9: Differences & Similarities

Published

3 days ago

December 20, 2024

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Cannabis has so many compounds, and two that have been making the rounds lately are HHC and Delta 9 THC. They’re not the same thing, even though they’re both cannabinoids that interact with the body’s endocannabinoid system. Some people want a mild, steady experience, while others might be looking for something more intense. Understanding these two can help you figure out what’s right for you.

What Is HHC?

HHC, short for hexahydrocannabinol, is a hydrogenated version of THC. It’s not something you’d find naturally in large amounts in cannabis plants. Instead, it’s made through a process that adds hydrogen molecules to THC. The result? A more stable compound that’s less prone to breaking down when exposed to heat or UV light.

How HHC Is Made

Think of it like a science experiment. HHC is usually created in a lab by taking Delta 9 or Delta 8 THC and using hydrogenation—basically, combining it with hydrogen under pressure and in the presence of a catalyst. This process changes its structure while keeping its effects somewhat similar to THC.

Common Uses and Effects of HHC

People who use HHC say it’s somewhere between Delta 8 and Delta 9 in terms of effects. It’s often described as relaxing but without being overly sedative. You might feel a light buzz, reduced stress, or mild euphoria. Some even claim it helps with discomfort or improving sleep, but solid research is still catching up. Since it’s less potent than Delta 9, it’s often favored by those who want a manageable experience without the strong psychoactive punch.

If you’re interested in trying HHC and Delta 9 for yourself, check out their wide range of products at trycandycloud.com. They’ve got everything from gummies to disposable vapes, all crafted for a smooth experience.

What Is Delta 9 THC?

Delta 9 THC is the main psychoactive compound in cannabis. It’s the reason you feel “high” when you use weed. Chemically speaking, Delta 9 has a double bond in its ninth carbon chain, which plays a big role in how it interacts with your brain.

Natural Occurrence in Cannabis

This one is straightforward: Delta 9 is found in high concentrations in marijuana plants. It’s what most people think of when they hear “THC.” Unlike HHC, there’s no need for a lab process—it’s already there. Hemp plants, however, contain much lower levels of Delta 9 THC, which is why it’s primarily extracted from marijuana.

Common Uses and Effects of Delta 9 THC

The effects of Delta 9 are well-documented. Depending on the dose, you might feel euphoria, increased appetite, or deep relaxation. For medical users, it’s often used to manage chronic pain, nausea, and other conditions. It’s also been studied for its potential benefits in anxiety relief, though higher doses might have the opposite effect, causing paranoia. Delta 9 THC is versatile, but it’s not without its risks, particularly for new users or those sensitive to its psychoactive effects.

Key Differences Between HHC and Delta 9 THC

Chemical Structure and Composition

The main difference is in their structure. Delta 9 THC has that iconic double bond, while HHC’s hydrogenation makes it more stable. This difference might not mean much to the average person, but it’s why HHC is less likely to degrade over time.

Potency Levels

Delta 9 THC is generally more potent. HHC might require a higher dose to get a comparable effect, but some people prefer its lighter touch. Potency differences can also depend on the method of consumption, with edibles typically providing a stronger, longer-lasting effect compared to vaping or smoking.

Duration of Effects

Both last a few hours, but some users report that HHC’s effects fade more gradually. Delta 9, on the other hand, can have a sharper comedown. HHC’s gradual fade makes it appealing for those who want a smooth end to their experience.

Benefits and Drawbacks of HHC and Delta 9 THC

HHC: Pros and Cons

Pros:

More stable, so it lasts longer on the shelf.
Effects are milder, making it less overwhelming for beginners.
Can be a functional option for daytime use.

Cons:

Limited research, so we don’t know its full impact yet.
Availability can be hit or miss depending on where you live.
Legal gray area in many regions.

Delta 9 THC: Pros and Cons

Pros:

Well-studied with established medical uses.
Widely available in areas where cannabis is legal.
Stronger effects make it ideal for experienced users or those with high tolerance.

Cons:

Higher chance of side effects like anxiety.
More likely to show up on drug tests.
Shorter shelf life compared to HHC.

Frequently Asked Questions (FAQ)

Q. Is HHC safer than Delta 9 THC?

Not enough research exists to say definitively, but HHC’s milder effects might make it feel safer to some users.

Q. Will HHC or Delta 9 THC show up on a drug test?

Yes, both can potentially show up on a drug test, so use with caution if that’s a concern.

Q. Which one is better for recreational use?

That depends on your preferences. HHC is great for a mellow time, while Delta 9 is better if you’re looking for something more intense.

HHC vs. Delta 9: Choosing the Right One for You

The choice comes down to what you’re after. If you want a milder, more laid-back experience, HHC might be a good option. On the other hand, if you’re looking for something stronger or need it for medical reasons, Delta 9 is the way to go. It also depends on what’s legal and available where you are. And always consider your tolerance levels and experience before diving in. If you’re unsure, consult with a knowledgeable dispensary staff.

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What Federally Illegal Drug Has Created Almost $10 Billion in Sales Tax Revenue for States in the Last 40 Months?

Published

3 days ago

December 20, 2024

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sales tax revenue with marijuana

In a significant development for the burgeoning cannabis industry, the U.S. Census Bureau has reported that states across the nation have collectively amassed over **$9.7 billion** in tax revenue from marijuana sales since mid-2021. This figure underscores the economic impact of legalized cannabis and highlights the growing acceptance of marijuana as both a recreational and medicinal substance in various states. As more states move toward legalization, the financial implications both positive and negative are becoming increasingly evident.

The Landscape of Cannabis Legalization

The journey toward cannabis legalization in the United States has been long and complex. Initially criminalized in the early 20th century, cannabis began to regain acceptance in the late 20th century, particularly for medical use. The first state to legalize medical marijuana was California in 1996, setting a precedent that many states would follow.

By 2012, Colorado and Washington became the first states to legalize recreational cannabis, paving the way for a wave of legalization efforts across the country. As of now, more than 20 states have legalized recreational marijuana, while over 30 states allow medical use. This shift reflects changing public attitudes toward cannabis and recognition of its potential benefits.

Economic Implications of Legalization

The legalization of cannabis has not only transformed social norms but has also created a substantial economic impact. States that have embraced legalization have seen significant increases in tax revenue, job creation, and investment opportunities.

According to the latest Census Bureau report, states like California, Colorado, Illinois, and Michigan have emerged as leaders in cannabis tax revenue generation. These states have implemented various tax structures on marijuana sales, including excise taxes, sales taxes, and local taxes. The revenue generated is often earmarked for essential public services such as education, healthcare, infrastructure improvements, and drug rehabilitation programs.

Breakdown of Tax Revenue by State

As the largest legal cannabis market in the United States, California has been at the forefront of marijuana tax revenue generation. Since mid-2021, California has contributed approximately $2.5 billion to state coffers from cannabis taxes. This revenue is derived from both recreational and medical marijuana sales.

California’s tax structure includes a 15% excise tax on retail sales, along with local taxes that can vary significantly by city and county. The state has allocated a portion of these funds to various programs aimed at addressing issues related to drug abuse and public health.

Colorado was one of the pioneers in cannabis legalization and continues to serve as a model for other states. Since mid-2021, Colorado has generated around $1.8 billion in tax revenue from marijuana sales. The state imposes a 15% excise tax on wholesale marijuana transactions and a 2.9% sales tax on retail sales.

The revenue generated from cannabis taxes has been instrumental in funding education initiatives through the Public School Fund, as well as supporting mental health programs and substance abuse treatment services.

Illinois has seen remarkable growth in its cannabis market since legalizing recreational use in January 2020. In just two years, Illinois has collected approximately $1 billion in tax revenue from marijuana sales. The state imposes a tiered excise tax based on the potency of the product, ranging from 10% to 25%.

The funds collected are allocated to various initiatives, including community reinvestment programs aimed at addressing social equity issues related to past drug enforcement practices.

Michigan’s cannabis market has also flourished since legalization. Since mid-2021, Michigan has generated about $700 million in tax revenue from marijuana sales. The state’s tax structure includes a 10% excise tax on recreational marijuana and a 6% sales tax.

The revenue is utilized for various purposes, including education funding and support for local governments impacted by legalization.

Broader Economic Impact

The legalization of cannabis has led to significant job creation across various sectors. According to industry reports, the legal cannabis market supports hundreds of thousands of jobs nationwide—from cultivation and processing to retail and distribution. As more states legalize marijuana, this trend is expected to continue.

With the growth of the legal cannabis industry comes increased investment opportunities. Entrepreneurs are entering the market at an unprecedented rate, leading to innovations in product development, marketing strategies, and distribution channels. This influx of investment not only benefits individual businesses but also stimulates local economies.

Social Equity Considerations

While the financial benefits of cannabis legalization are clear, it is essential to address social equity issues that arise alongside this new industry. Many states have recognized that communities disproportionately affected by past drug enforcement policies should benefit from legalization efforts.

States like Illinois have implemented community reinvestment programs that allocate a portion of cannabis tax revenues to support communities impacted by previous drug laws. These funds can be used for education initiatives, job training programs, and mental health services—aiming to rectify historical injustices associated with cannabis prohibition.

In addition to financial support for communities affected by past policies, some states are also working to create equitable licensing opportunities for individuals from those communities. By prioritizing applications from minority-owned businesses or those directly impacted by previous drug laws, states can foster a more inclusive cannabis industry.

Challenges Ahead

Despite the significant progress made through legalization efforts, challenges remain on both state and federal levels.

Federal Legalization Uncertainty

One major hurdle is the ongoing conflict between state and federal laws regarding cannabis. While many states have legalized marijuana for recreational or medical use, it remains classified as a Schedule I substance under federal law. This discrepancy creates complications for businesses operating legally at the state level but facing potential federal prosecution.

Efforts toward federal legalization or decriminalization have gained traction recently; however, progress remains slow due to political divisions and differing opinions on drug policy reform.

Regulatory Hurdles

As more states enter the legal cannabis market, regulatory frameworks must evolve to ensure consumer safety while promoting fair competition among businesses. States face challenges related to product testing standards, labeling requirements, advertising restrictions, and taxation policies that can impact market dynamics.

Conclusion

The U.S. Census Bureau reports that states have collected over $9.7 billion in marijuana tax revenue since mid-2021, highlighting the significant economic impact of cannabis legalization. As public acceptance grows, more states are likely to pursue legalization. Despite ongoing challenges, including federal regulations and social equity issues, legalized cannabis is poised to remain a vital part of state economies. Collaboration among government officials, business leaders, and community advocates will be essential for fostering an equitable and sustainable cannabis industry. This evolving landscape not only presents economic growth opportunities but also addresses historical injustices tied to drug policy enforcement, shaping the future of cannabis legislation in the U.S.