Law Seminars International Presents:

A comprehensive seminar on

Cannabis Business Banking and Finance

Creative financing options, unique cannabis risk factors, strategies for structuring ownership and operations to best protect assets, investor due diligence

February 9, 2018

Seattle, WA
(or anyplace you may be via webcast!)

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Intro

Who Should Attend

Attorneys, industry participants, state and local government regulatory officials, lenders, and investors

Why You Should Attend

One of the biggest issues for the cannabis industry is finance. This seminar focuses on new, creative financing options in the face of federal laws against cannabis as well as an unpredictable federal administration. You will hear about current IRS policies and how to respond when the IRS contacts you; state taxation and how the state collects and uses taxes; how to structure ownership and operations to best protect assets from seizure; and how to set up financing for lenders and investors to avoid potential racketeering law violations.

Our distinguished speakers will address investor due diligence and how to address the unique cannabis risk factors and present them in a private placement memorandum. You will hear about growing your cannabis business through mergers & acquisitions, including the pros and cons of asset vs. stock acquisitions and considerations of debt and intellectual property. An important topic includes the nuances and challenges for valuing cannabis businesses.

We hope you will be able to attend this timely and informative program.

Program Co-chairs: Robert McVay, Harris Bricken LLP, and Sam Mendez, C3 Law Group

What You Will Learn

  • ~New creative financing options in the face of federal laws
  • ~Current IRS policies, mitigating your risk
  • ~Banking under Washington state law
  • ~State taxation: How does the State collect and use it?
  • ~Financing and fundraising: Addressing the unique risk factors
  • ~Growing your business through mergers and acquisitions

What Attendees Have Said About Similar Programs

  • This is the most valuable CLE I've attended since law school.
  • Very knowledgeable presenters.
  • I was so impressed by all speakers!
  • The content was fascinating.

Agenda

Friday, February 09, 2018

8:00 am

Registration Opens

8:30 am

Introduction & Overview

Robert McVay, Esq. , Program Co-Chair
Harris Bricken LLP / Seattle, WA

Sam Mendez, Esq. , Program Co-Chair
C3 Law Group PLLC / Seattle, WA

8:45 am

Planning, Financing, and Operating in the Face of Unpredictable Federal Law

How to structure ownership and operations to best protect assets from seizure; how to set up financing to be able to offer lenders or investors a security interest in assets; how to avoid potential anti-racketeering law violations

Lewis M. Horowitz, Esq.
Lane Powell PC / Seattle, WA

Dealing with a hostile federal tax environment: Current IRS policies towards cannabis businesses; enforcement priorities; tips for setting up operations to minimize the size of the target on your back; how to respond when the IRS contacts you

Jim Hunt, Esq.
Harris Bricken LLP / Seattle, WA

10:00 am

Break

10:15 am

Banking for Cannabis Businesses under Washington State Law

Regulatory structures and issues: New developments; regulatory policy priorities; issues that need to be resolved from the agency's perspective and plans for addressing them

Joseph M. Vincent, Esq. , Director of Legal Affairs
Washington State Department of Financial Institutions / Olympia, WA

Key issues from a banker's perspective

Carmella Houston , Vice President of Business Services
Salal Credit Union / Seattle, Wa

Key issues from the regulated community's perspective

Sam Mendez, Esq. , Program Co-Chair
C3 Law Group PLLC / Seattle, WA

11:45 am

State Taxation: How does the State Collect and Use It?

Challenges and potential liabilities from an operational perspective

Roger E. Goodman, Esq.
Gleam Law PLLC / Seattle, WA

12:15 pm

Lunch (on your own)

1:30 pm

Financing and Fundraising: Addressing the Unique Cannabis Risk Factors

How to identify the unique risks of a cannabis business and present them in a disclosure document providing protection from investor failure to disclose lawsuits under federal and state securities laws

Christopher Barry, Esq.
Dorsey & Whitney LLP / Seattle, WA

Investor due diligence: What an investor should, and you should expect to, have on their checklist

Robert McVay, Esq. , Program Co-Chair
Harris Bricken LLP / Seattle, WA

Tips on how to prepare the company for presenting itself in the best light

Sean Badgley, Esq.
C3 Law Group PLLC / Seattle, WA

3:30 pm

Break

3:45 pm

Growing Your Cannabis Business Through Mergers & Acquisitions

Washington residency and financing requirements for acquiring a cannabis business; the pros and cons of asset acquisitions vs. stock acquisitions; the need to consider what happens with debt and intellectual property; due diligence for buyer and seller

Joshua Ashby, Esq.
Ashby Law Group PLLC / Bellevue, WA

Appraisal: Nuances and challenges for valuing cannabis businesses

Lindsey J. Weidenbach, Esq.
Jeffers, Danielson, Sonn & Aylward PS / Wenatchee, WA

5:00 pm

Evaluations and Adjourn

Faculty Bios

Robert McVay, Robert McVay, Program Co-Chair, Harris Bricken LLP, focuses on helping clients in the regulated substances industry sto plan, protect, and expand their businesses. He has assisted countless clients with company formation, Washington State regulatory compliance, and intellectual property protection, and also assists clients in the areas of export controls, customs, regulatory and trade compliance.

Sam Mendez, Sam Mendez, Program Co-Chair, C3 Law Group PLLC, focuses on business law, intellectual property, and cannabis law. He is experienced in corporate counsel, intellectual property, litigation, and policy research, and previously was the Executive Director of the Cannabis Law & Policy Project (CLPP) at the University of Washington School of Law.

Joshua Ashby Joshua Ashby at Ashby Law Group PLLC began working with his first startup in 1997 and has successfully assisted many more start-up and established companies since then. He has experience negotiating manufacture and wholesale agreements from Europe to South America, and previously lived in East Asia.

Sean Badgley, Sean Badgley, founder of C3 Law Group PLLC, works exclusively with Washington's emerging cannabis industry. His role includes advising clients in I-502 compliant cannabis businesses, civil and administrative legislation, and successful representation against the Washington State Liquor Board.

Christopher Barry, Christopher Barry, Of Counsel at Dorsey & Whitney LLP, has acted as lead counsel in a broad variety of complex financing transactions and acquisitions and is an internationally recognized expert in structuring and competing cross-border financings and acquisitions. He advises clients who participate in the cannabis industry, including non-U.S. interests, concerning regulatory and financing matters.

Roger E. Goodman, Roger E. Goodman, State Representative and attorney at Gleam Law PLLC, is a nationally recognized drug policy reformer. He has dedicated over a decade to cannabis policy reform issues. His invaluable insight combined with his focus on marijuana business development and government relations helps clients navigate the highly regulated cannabis industry.

Lewis Horowitz is Lewis Horowitz is Chair of Lane Powell PC's Taxation Practice Group and Co-chair of the Cannabis Practice Group. Lewis is also a Certified Exit Planning Advisor qualified to assist private companies with their succession planning.

Carmella Houston, Vice President at Salal Credit Union, created and manages the Business Services Division, including a portfolio of C&I and CRE loans and 350+ business accounts as well as 150+ cash management analysis accounts. She initiated niche market opportunities including banking state licensed and regulated cannabis businesses, as one of the the first financial institutions in the nation to openly lend to the industry.

Jim Hunt, Jim Hunt, at Harris Bricken LLP, has spent his legal career advising individuals, non-profit organizations, closely -held businesses, and Fortune 100 companies on tax law, including U.S. federal tax and Washington state tax controversies. He represents a wide variety of clients in the cannabis industry. He served from 2014 through 2016 as Chair of the State and Local Tax Committee of the WSBA.

Joseph Vincent, E xecutive Staff member at Washington State Department of Financial Institutions, serves as the Director of Legal Affairs.

Lindsey J. Weidenbach, Lindsey J. Weidenbach, Principal with Jeffers, Danielson, Sonn & Aylward PS, focuses her practice on tax law and 1031 exchanges, business and corporate law, as well as working with agriculture, highly regulated industries, and estate planning.

Credits

Continuing Education Credits

Live credits: This program qualifies for 6.50 WA MCLE credits. Upon request, we will apply for, or help you apply for, CLE credits in other states and other types of credits.

Location

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Silver Cloud Hotel Seattle - Broadway

1100 Broadway in Seattle, WA 98122
(206) 325-1400

The seminar will be held at the Silver Cloud Hotel Seattle - Broadway at 1100 Broadway in Seattle, WA 98122. Call the hotel directly at (206) 325-1400 for reservations or use your favorite hotel booking site to find the best deal for you.
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Webcast Options

Live Webcasts allow you to participate from anywhere, with opportunity to ask questions.

Video Replays allow you to time-shift your content. The streaming and Vodcast options have navigation tools and search capabilities that allow you to quickly find the portions most important to you. The Vodcast option also allows you to plug a flashdrive into your laptop and make effective use of in-flight plane time.

Audio Podcasts are perfect for making more effective use of the time you spend commuting.

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Registration