Planning for Cannabis M&A Transactions: Existing Regulatory Landscape, Deal Structures, IRC Section 280E and 368, and More

Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
Intermediate
- work Practice Area
Tax Law
- event Date
Tuesday, November 14, 2023
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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BARBRI is a NASBA CPE sponsor and this 110-minute webinar is accredited for 2.0 CPE credits.
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BARBRI is an IRS-approved continuing education provider offering certified courses for Enrolled Agents (EA) and Tax Return Preparers (RTRP).
This CLE/CPE webinar will provide an advanced discussion of tax considerations attorneys must consider when negotiating, structuring, and documenting cannabis M&A deals. The panel will discuss the current regulatory landscape impacting cannabis deals, structuring cannabis M&A transactions, and tax issues to consider from the buyer and seller perspectives when negotiating, structuring, and documenting a cannabis M&A deal.
Faculty

Mr. Richards is a partner and chair of the Cannabis Law practice group at Greenspoon Marder LLP. He represents individuals and businesses in tax audits & trials, M&A, in managing tax debt, and he advises cannabis companies, owners and investors regarding tax and regulatory compliance matters. Mr. Richards has been a tax attorney for more than twenty years beginning his career with the IRS where he was a leading trial attorney, a Chief Counsel advisor, and a Special Assistant United States Attorney.

Mr. Guadiana is a partner in the Tax practice group at Greenspoon Marder LLP. He is an experienced practitioner in virtually all areas of taxation. Mr. Guadiana serves as an advisor to public and privately-held multinational companies and investment firms with regard to their operations and investments in the United States and has extensive experience as a tax advisor to a number of public corporations listed on the London, Hong Kong, and Toronto stock exchanges. He is respected domestically and internationally for his ability to identify and resolve unique and complex tax issues in domestic and cross-border investments in a number of different areas of tax law. Mr. Guadiana has also advised both investment management firms and foreign investors in structuring lending programs so as to avoid being treated as the conduct of a “trade or business,” thereby enabling the foreign investor to minimize or avoid U.S. taxation.

Ms. Dashevsky is a partner and co-chair of the Cannabis Law practice group at Greenspoon Marder. She advises clients on legal, regulatory, and legislative developments in the highly regulated and competitive cannabis industry. Ms.Dashevsky is also a seasoned commercial litigator. She represents a range of cannabis clients, including public multi-state operators, state-licensed dispensaries, cultivators, infusers, distributors, new social equity entrants, ancillary businesses, and those looking to enter the cannabis space. Her practice includes nearly every aspect of the cannabis industry, from state-level licensing, real estate, regulatory and compliance to litigation and M&A. Ms. Dashevsky is a sought-after resource for her knowledge of the rapidly evolving cannabis industry across the U.S., and in particular in Illinois and New York, and her ability to help cannabis and hemp related businesses navigate the complex legal landscape

Mr. Ross is a partner in the Corporate & Business practice group at Greenspoon Marder LLP. He has over two decades of experience advising private equity, middle-market and family-owned businesses on mergers and acquisitions and other strategic business arrangements as well as all manner of commercial contracts and general corporate matters. Mr. Ross has often served as outside general counsel to his clients, providing a wide range of services in areas including licensing, intellectual property, e-commerce, online advertising, employment, energy and real estate. He has worked in-house at a startup energy company, and has also held business positions in management, finance and operations.
Description
Regulatory and tax considerations are crucial in the structure and documentation of cannabis M&A transactions. Cannabis M&A transactions involve certain tax and regulatory implications that distinguish them from typical M&A deals. Counsel advising buyers and sellers must understand the tax and regulatory ramifications of a planned transaction at the outset to negotiate and structure the deal in the most tax efficient manner possible.
Practitioners must consider a broad spectrum of buy- and sell-side issues, including (1) federal and state rules and regulations for cannabis businesses and their change of ownership; (2) the transferability of certain assets and licenses; (3) evaluating the possibility, benefits, and risks of a stock sale versus an asset sale; (4) due diligence considerations; and (5) determining the most effective structure for the transaction. In addition, counsel must also weigh the tax implications involved in structuring earnouts and other deferred payments connected with an M&A transaction, along with other items specific to cannabis-related entities.
Listen as our panel discusses the current regulatory landscape impacting cannabis deals, structuring cannabis M&A transactions, and a wide range of tax issues to consider from the buyer and seller perspectives when negotiating, structuring, and documenting an M&A transaction.
Outline
- Federal and state regulation of cannabis and their impact on M&A deals.
- Tax considerations for buyers and sellers in cannabis M&A transactions.
- Structuring options and pitfalls to avoid.
Benefits
The panel will review these and other relevant issues:
- The regulatory framework of the cannabis industry and the impact on cannabis M&A deals.
- Due diligence considerations.
- The benefits and risks of a stock sale versus an asset sale.
- Determining whether to structure a deal as a taxable or tax-free transaction.
- Best practice to get cannabis deals across the finish line.
NASBA Details
Learning Objectives
After completing this course, you will be able to:
- Identify key tax issues specific to cannabis M&A deals
- Recognize the tax benefits and risks of a stock sale versus an asset sale
- Determine whether to structure a deal as a taxable or tax-free transaction
- Understand tax implications of structuring earnouts and other deferred payments in connection with cannabis M&A deals
- Recognize key issues and methods to overcome them in drafting tax provisions in M&A documentation
- Field of Study: Taxes
- Level of Knowledge: Intermediate
- Advance Preparation: None
- Teaching Method: Seminar/Lecture
- Delivery Method: Group-Internet (via computer)
- Attendance Monitoring Method: Attendance is monitored electronically via a participant's PIN and through a series of attendance verification prompts displayed throughout the program
- Prerequisite: Three years+ business or public firm experience at mid-level within the organization, preparing complex tax forms and schedules; supervisory authority over other preparers/accountants. Working knowledge of partnership/corporate structure, debt financing, merger, and liquidation.

Strafford Publications, Inc. is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of Accountancy have final authority on the acceptance of individual courses for CPE Credits. Complaints regarding registered sponsons may be submitted to NASBA through its website: www.nasbaregistry.org.

Strafford is an IRS-approved continuing education provider offering certified courses for Enrolled Agents (EA) and Tax Return Preparers (RTRP).
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