Higher Law: Canada Goes Legal | Ex-Polsinelli Partners See Green | Who Got the Work

Welcome back to Higher Law, our weekly briefing on all things cannabis. I'm Cheryl Miller, reporting for Law.com from Sacramento. I go away for a week and I come back to Canadian craziness over cannabis and a mega-marijuana transaction. You guys have been busy.

This week, we take a look at what marijuana legalization in Canada may mean for investors, border-crossers and envious American businesses. Also, former Polsinelli partners found the real green in a record-setting acquisition deal between two cannabis companies. And scroll down to see a very busy Who Got the Work.

Thanks so much for reading—and for your tips. Please, keep them coming. You can reach me via email at cmiller@alm.com or you can call me at 916-448-2935. Follow me on Twitter at @capitalaccounts.

'Calls All Evening for U.S. Cannabis Transactions'

Unless you've been living off the grid—and maybe not even then—you know that recreational marijuana became legal in Canada on Wednesday. News outlets were filled with hour-by-hour updates of happy Canadians waiting in lines for their first legal purchases and huge demand straining online portals.

As the euphoria of Day One subsides, here are a few things to consider about the second, and the largest, nation in the world going recreationally legal.

>> Canadian investments have promise -- and potential pitfalls. Sherri Altshuler, a capital markets partner in Aird & Berlis, was pulling in an all-nighter Tuesday when I was finally able to reach her.

"I have been on calls all evening for U.S. cannabis transactions," she said. The amount of U.S.-Canada work in the cannabis sector has been "tremendous" over the year, Altshuler said, as investors seek the certainty of federal regulation, "growth capital, liquidity for investors, high valuations and strong market coverage."

Investors lured by the Canadian green rush need to beware of "certain nuances" in transactions, she warned.

"Most US brokers will not hold securities of cannabis companies electronically, so investors will need to understand the steps necessary to remove legends on physical certificates to trade their securities on a Canadian exchange," Altshuler said. "A number of U.S. transactions are also structured with dual share classes to help preserve 'foreign private issuer' status, which can have an impact on the type of securities issued to U.S. residents.

>> The U.S.-Canada border remains an issue. As we reported a couple of weeks ago, U.S. Customs agents have broad discretion to bar Canadians from entering the U.S. "for reasons related to the marijuana industry." The level of scrutiny, too, may vary among border entry points.

Oh, and Canadians who admit they smoked a joint before Wednesday can still be turned around at the border.

"The one interesting thing that happened Wednesday was that the Canadian government announced plans to expedite Canadian pardons for individuals with prior Canadian convictions for possession of small amounts of marijuana," said Henry Chang, chair of Blaney McMurty's immigration law group in Toronto. "Unfortunately, even a Canadian pardon will not change the fact that these individuals are permanently barred from the U.S."

>> U.S. marijuana companies see opportunities -- and a marketplace roaring ahead without them. Terra Tech Corp. CEO Derek Peterson took out a full-page "Dear Mr. President" ad in the Wall Street Journal Wednesday, warning that America is losing its competitive cannabis advantage to Canada.

"To prevent this critical growth opportunity from becoming heavily dominated by foreign ownership, the federal government MUST allow states to enact their own cannabis regulation so that we can fairly compete and protect our domestic industry before it's too late," Peterson wrote.

>> More reading at Law.com: Canada's Cannabis GCs Discuss Life After Legalization

Who Got the Work

• Duane Morris is partnering with the American Trade Association of Cannabis and Hemp. The relationship will allow both sides to "work together on educational events and serve as a resource to one another," Seth Goldberg, chair of Duane Morris' cannabis group, told my colleague Lizzy McLellan. The firm practices in 14 states that have some form of legalized marijuana.

• Barry Grissom, the former U.S. attorney for the District of Kansas, has joined cannabis consulting firm Electrum Partners. Grissom had been practicing at Polsinelli's Kansas City office. My colleague Ryan Lovelace reports that Grissom will be senior vice president of global policy and corporate counsel at the Las Vegas-based Electrum.

• Paul Hastings partner Samuel Waxman represented Canopy Growth Corp.in its recent acquisition of Colorado-based hemp research company ebbu Inc.Ebbu's intellectual property portfolio will allow Canopy Growth to reduce the costs of CBD production at its hemp operations in Saskatchewan, Canada, the company said in a statement. Paul Hastings partners David Shine, Andrew Short, Charles Patrizia and Yariv Katz also worked on the acquisition.

• Dispensary chain Terrapin Care Station has hired Nico Pento, a former government affairs attorney for Florida firm Jones Walker, as its government affairs director. Pento most recently served as a Republican policy advisor in the Colorado Legislature. Terrapin has operations in both Colorado and Pennsylvania.

• Acreage Holdings, the New York-based marijuana grower, processor and investor, has retained The Liaison Group to lobby federal lawmakers on a host of legalization and regulation issues. Acreage Holdings, which has operations in 14 states, recently acquired Applied Inventions Management Corp. as part of its plans to go public in Canada. Acreage Holdings announced this week that former Canadian prime minister Brian Mulroney will join the company's public board of directors in November. Former U.S. House of Representatives Speaker John Boehner and ex-governor of Massachusetts William Weld joined the board earlier this year.

In the Weeds

>> Teddy Scott, John Leja and Jeremy Unruh all left their jobs as Polsinellipartners in 2015 to launch Illinois-based PharmaCann, an early medical marijuana growing and dispensary operation. Last week, the three cashed in when retailer MedMen Enterprises Inc. acquired PharmaCann in a $682 million deal. Negotiations were led by both companies' in-house counsel, including Robert McQueen, PharmaCann's director of regulatory and public affairs, and Daniel Edwards, MedMen's senior vice president of legal affairs. Fox Rothschild partners Joshua Horn and Bill Bogot also reported working with PharmaCann on the deal, believed to be the largest to date in the marijuana industry. The American Lawyer

>> The stigma of working for a marijuana company isn't scaring off as many potential executives these days. Qualms about legal issues, particularly at the U.S.-Canada border, are still a problem, however. U.S. Border and Customs Protection still says Canadians can be banned from entry if they're coming to the country to work at or to advance the financial interests of a cannabis business—even if that business is state-legal. That's a potential obstacle for booming Canadian companies looking to expand into the U.S. Bloomberg

>> Where cut flowers once bloomed, a marijuana industry is blossoming. Licensed growers are eyeing the Santa Barbara region for its relatively low marijuana taxes, its ready agricultural workforce, a farm friendly government and its hip branding potential. The Washington Post

>> Jason Dunn is the new U.S. attorney in Colorado. The U.S. Senate confirmed the former Brownstein Hyatt Farber Schreck partner's nomination last week. Dunn's predecessor, Bob Troyer, a top office attorney who took on the U.S. attorney role when Obama-appointee John Walshstepped down in 2016, raised eyebrows last month when he suggested state-licensed marijuana operations might be in federal prosecutors' cross-hairs. Dunn hasn't made public his views on Colorado's regulated marijuana industry, although he has the support of the state's Republican U.S. Senator, Cory Gardner, an industry backer. The Colorado Sun

>> Would you like a little THC-infused water to wash that down? Bloomberg reports that beverage companies, afraid that young professionals are ready to swap out their mojitos for weed beer, are pouncing on cannabis as the next trendy ingredient for their products. Don't tell that to Michigan Gov. Rick Snyder, who just signed legislation prohibiting marijuana-infused alcoholic drinks in his state.

The Washington Times

Your Calendar - What's Next

Oct. 22-23 - The California Cannabis Business Conference takes place in Anaheim. Scheduled speakers include Wilson Elser partner Dean Rocco, Zuber Law Firm managing partner Tom Zuber and Greenbridge Corporate Counsel principal Khurshid Khoja.

Oct. 22 - IMN hosts the Institutional Capital & Cannabis Conference in New York City. Scheduled speakers include Matt Ginder, senior counsel at Greenspoon Marder; Dickinson Wright partner Scot Crow; and Jaimie Nawaday, partner at Kelley Drye & Warren.

Oct. 23 - John Boehner, former speaker of the U.S. House of Representatives, headlines the National Institute for Cannabis Investors' webinar "The American Cannabis Summit."