Deal Structuring Attorneys 

Who Put Your Interests First

Rattner Law Structures Deals Such As:

Joint ventures

Joint ventures present exciting opportunities to achieve long-term business goals that may have once seemed unimaginable. However, they also often require owners to give up some amount of control of the business they built. It is therefore critical to know about your potential business partners and ensure that you have a clear governance structure that is easy to follow and rewards everyone appropriately for their contributions.

When a client comes to us excited about an opportunity, we do more than just “paper the deal” at Rattner Law. We look at the proposed joint venture and suggest ways to expand the opportunity or even view it from a different angle that opens pathways our clients have not yet thought about. By providing this strategic counsel, we aim to help our clients make the most of their opportunities. 

Despite the excitement, we remain clear-eyed about protecting what really matters to our clients via thorough due diligence, asking har and even uncomfortable questions, and ensuring the deal documents provide adequate ways to protect our clients’ interests.

Mergers and acquisitions

An M&A transaction involving cannabis licensees requires keen attention to regulatory requirements surrounding ownership, control, and disclosure, among many other compliance-critical items depending on the specific transaction. A cannabis transaction done wrong can result in significant fines, direction from a regulatory agency to unwind the transaction after the business has operated on agreed-upon terms, or even the loss of the license. Simply put, cannabis deals are not normal M&A transactions. 

With that in mind, the attorneys at Rattner Law guide clients through all aspects of mergers and acquisitions, from negotiating term sheets and performing due diligence to drafting definitive agreements. Our busy M&A practice encompasses everything from the most simple “paper license” sales to sales of entire operating businesses that include many interrelated legal issues. This may include refinancing or repayment of existing debt, real estate, intellectual property, inventory, and raw materials. 

Throughout the process, we identify potential regulatory issues and advise about ways to address these issues that enable the transaction to proceed. After all, we are not here to say “no” to the business objective. Rather, we view our role as helping our clients find the compliant path to achieving that business objective–even where that means questioning the underlying assumptions.

Complex transactions

Our attorneys at Rattner Law work on complex, innovative transactions beyond just joint ventures and M&A deals. For example, we frequently negotiate debt and financing arrangements, co-manufacturing and other supply agreements, and our deals frequently incorporate numerous interrelated agreements that work in harmony to achieve our clients’ objectives.

Our starting point is always driven by asking our client: what is it that you want to achieve?  We then devise a holistic strategy that takes into account regulatory considerations, business objectives, and legal protections. All the while, we provide candid, clear legal advice that cuts through regulatory complexity and sees through a counterparty’s sleight of hand. 

Important Considerations For Deal Structuring

Due diligence

One of the most frequent mistakes that we see people in the cannabis industry make is a lack of proper due diligence. Knowing your business partner’s track record can avoid costly business divorces in the future. Similarly, understanding a counterparty’s financial situation and compliance history can save you from taking on debt that belongs to other parties or buying a licensed company that may not be able to maintain its license. 

Intellectual property

It is important to understand who owns what and who is paid for use of a brand, trade secret, or other intellectual property. It is also important to place guardrails on the use of that intellectual property so that it retains its value and is not misused. After all, much of the value of a business is tied up in the brand and the processes it uses to create products for the consumer.  

However, it is also important to allocate responsibility for the protection of the intellectual property and defense of that validity of that intellectual property in the event that a third party accuses your business of infringement or theft of trade secrets. Without careful consideration of these issues, a business owner could find that they have paid to use intellectual property that they do not actually have the right to use, and end up paying a third party damages for infringement.

Tax implications

Inking a cannabis deal also requires considering the entity structure and tax elections, as those both impact the licensed business and its owners. For the foreseeable future, adult-use cannabis-touching businesses remain subject to Section 280e of the Internal Revenue Code. As a result, tax liability for licensed entities is typically significantly higher than it is for non-plant touching businesses and care needs to be taken to safeguard business owners from unexpected tax liability.  

Moreover, in a transaction in which a licensed cannabis business is being purchased, it is critical to understand that company’s tax situation. This is more than just asking, “are all taxes paid?" It also includes understanding the business’ tax position in front of the IRS and how it is structured, among other things, to understand what its potential tax liability–and therefore profitability–may be. 

Why Work With Rattner Law For Deal Structuring?

The attorneys at Rattner Law have closed transactions ranging from tens of thousands of dollars to tens of millions of dollars. Throughout the life of each deal, we draw on our multifaceted experience that includes negotiation of other transactions, deep knowledge of the regulatory landscape affecting cannabis, and our extensive litigation experience to help draft contracts that best protect our clients while achieving their goals. Throughout the process, we deploy our “no BS” factor, which means explaining clearly and candidly what the other side is trying to do that they’re not saying.

All Practice Areas By Rattner Law

Launching and exiting a business requires careful consideration of many legal issues, especially in highly regulated areas. Our experience with complicated regulatory matters and our approach of finding solutions to achieve our client’s business goals guide our dealmaking. And, let’s be honest, there is a lot of dealmaking in the cannabis, psychedelic, and other emerging industries that dovetails with Rattner Law’s wraparound legal services.

Our legal services include:

  • Entity selection and formation
  • Corporate governance documentation (i.e., operating agreements, shareholder agreements, etc.)
  • Corporate governance advice
  • Cannabis license applications
  • Regulatory compliance and advice
  • Contract review and interpretation
  • Contract negotiation and drafting
  • Deal structuring
  • Mergers, acquisitions, and exits
  • Real estate transactions
  • Advocacy work before municipalities and community boards
  • Fractional outside general counsel
  • Labor and employment
  • Intellectual property licensing
  • Intellectual property litigation
  • Business and commercial litigation
  • Partnership disputes
  • Mediation
  • Arbitration
  • Article 78 litigation

    FAQs About Deal Structuring In Cannabis

    Why is proper deal structuring important?

    It is important to get the deal structure right for several reasons, including proper distribution of economic benefits, risk allocations, regulatory compliance, and tax considerations. Getting a deal structure wrong can turn what was once a great idea into a proverbial albatross with tax liabilities, fines, and potential loss of a license.

    What are the steps in deal structuring?

    The first step is always to ask: what is the client trying to achieve?  After that, the attorneys at Rattner Law think deeply and precisely about how best to put together the transaction for the client that meets business objectives, regulatory compliance, and other legal considerations.  Term sheets follow, then due diligence and definitive agreements. 

    Contact Rattner Law

    445 Hamilton Ave. Suite 1102, White Plains, NY 10601
    Hours: 9:00 a.m.-5:00 p.m. EST
    info@rattner-law.com
    (914) 220-5468

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