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On Demand

The 5 Toughest Issues in Cannabis M&A

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CLI2022 On-Demand
Finance |  Business |  Corporate Governance |  Insurance |  Tax Law
David Feldman |  Catia Kossovsky Esq. |  Samantha Gleit |  Neil M. Kaufman, Esq. |  Daniel Haymann, MBA
1 Hour 09 Minutes
Audio and Video
Access for 6 month(s) after purchase.


In any industry, M&A is challenging. In cannabis, the issues can be even more complex. This deeper dive panel will focus on five of the most difficult legal issues to manage in these transactions. They include: non-competes/non-solicitations, earn-out provisions, implications of cash vs. stock components in consideration, consideration dependent on future legalization efforts, and clarifying state approval processes for transactions. Join this panel to hear more about these challenging issues and the best strategies for addressing them in individual transactions.



This program is eligible for 1 hours of General CLE credit in 60-minute states, and 1.2 hours of General CLE credit in 50-minute states. Credit hours are estimated and are subject to each state’s approval and credit rounding rules. 

INCBA webinars are generally eligible for credit in the following states: AR, AL, CA, CO, GA, HI, IL, NJ, NM, NY, ND, PA, TX, VT. Additional states may be available for credit upon self-application by attendees. States typically decide whether a program qualifies for MCLE credit in their jurisdiction 4-8 weeks after the program application is submitted. For many live events, credit approval is not received prior to the program.

The on-demand version of this webinar is eligible for credit in the following states: AR, AL, CA, CO, GA, HI, IL, NJ, NM, NY, ND, PA, TX, VT. Additional states may be available for credit upon self-application by attendees.

(Default credit disclaimer updated 02.08.2024)

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David Feldman's Profile

David Feldman Related Seminars and Products

Managing Partner

Feldman Legal Advisors PLLC

David Feldman concentrates his law practice on corporate and securities law and mergers and acquisitions, as well as general representation of public and private companies, entrepreneurs, investors, and private equity and venture capital firms. David has represented a wide range of clients in the legal cannabis and psychedelics industries since 2013. He provides guidance on private placements, public offerings, loan structuring and fund formation for cannabis companies, as well as corporate structuring advice and applications for grow, processing and dispensary licenses. He also advises on risk assessment issues for large, multinational businesses seeking to enter the cannabis industry. The global guide Chambers & Partners ranked Mr. Feldman as a leading US attorney in cannabis law and one of only seven US lawyers in “band 1” for corporate and transactional work in the industry. In addition, the National Law Journal named him a “Cannabis Law Trailblazer” and Business Insider named him as a top lawyer in the cannabis industry. He has also been listed several times in the Top 200 Cannabis Lawyers published by Cannabis Law Digest. David is the former team lead of an AmLaw 100 firm’s 60-attorney Cannabis Industry Group. He frequently speaks at industry conferences and is quoted by numerous publications about legal developments and business news in this rapidly expanding market.

David also advises emerging growth companies in a range of industries with regard to alternatives to traditional financing through initial public offerings, and is considered an authority on public offerings through SEC Regulation A+. He published a book on that subject, called Regulation A+ and Other Alternatives to a Traditional IPO (John Wiley & Sons), in 2018. David has also published The Entrepreneur’s Growth Startup Handbook: 7 Secrets to Venture Funding and Growth Success (2013) and the award-winning Reverse Mergers and Other Alternatives to a Traditional IPO (First Edition 2006, Second Edition 2009). A Wharton School and University of Pennsylvania Law School graduate and former Chair of Wharton’s worldwide alumni, David is not just a lawyer – he’s a community builder. He’s run, built, bought, invested in, and sold businesses. He feels his clients’ pain but provides the objective outsider’s point of view that founders need.

Samantha Gleit's Profile

Samantha Gleit Related Seminars and Products


Feuerstein Kulick LLP

Samantha Gleit is a partner at Feuerstein Kulick and leads the firm’s debt finance practice. Samantha has structured many of the largest debt facilities in the cannabis industry to date, and well as negotiating corporate restructurings for single-state and multi-state operators. This year Samantha was selected by Crain's New York Business for their list of "Notable Women in Law"; and in 2021 she was selected by Law360 as a "Rising Star" honoring attorneys under 40 whose legal accomplishments transcend their age. Samantha is also an adjunct professor at the Benjamin N. Cardozo School of Law, where she co-teaches a course in cannabis law.

Throughout her career, Samantha has advised institutional and alternative investors on distressed debt and high risk lending.  She is known for implementing tailored, regulatory-compliant, loan and workout structures designed to maximize protection in the evolving  cannabis legal landscape. Samantha also has extensive experience advising companies (ranging from startups to large public companies) on debt structure, risk management, workouts, acquisition financing, capitalization and compliance. Beyond traditional legal  advice, Samantha also assists startups and growing companies identify liquidity sources, develop growth strategies and negotiate efficient financing solutions. 

Recent representations include GlassHouse; Jushi; Holistic; Loudpack; lenders to Curaleaf, Terrascend, and Cresco; cannabis-focused REITs, a private lender in a $250 million senior secured credit facility with the factoring arm of a wholesale B2B marketplace;  Navy Capital in leading in a private placement of convertible debt with 4Front; and FocusGrowth Capital Partners on debt and equity financings with various multi-state and single state operators. 

Samantha is regularly interviewed and published in leading debt media outlets. In addition to being selected as a top cannabis lawyer under 40 in 2021 by Law360, Samantha was selected as a Rising Star in the 2015 – 2021 editions of New York Metro Super Lawyers®  and featured in The New York Times Magazine Super Lawyers® Top Women Attorneys in the New York Metro Area. Samantha is regularly interviewed by legal publications on debt and equity financing in the cannabis industry. She has also co-authored an article featured  on the cover of the ABI Journal discussing suggested reforms to the federal bankruptcy process.  In 2013, Samantha was awarded the International Bar Association’s Insolvency Scholarship for her award winning article on distressed law firms. Prior to joining  Feuerstein Kulick, Samantha worked at King & Spalding LLP in New York, in the corporate finance and investments group.

Neil M. Kaufman, Esq.'s Profile

Neil M. Kaufman, Esq. Related Seminars and Products

Managing Partner

Kaufman McGowan PLLC

One of the leading corporate cannabis lawyers in the USA, having participated in over $2 Billion of cannabis industry financing, M&A and other transactions.

Neil M. Kaufman is the managing member of Kaufman McGowan PLLC, Long Island’s Corporate & Securities Law Firm ™ and Corporate & Securities Counsel to the Cannabis Industry™. He is one of the leading corporate cannabis lawyers in New York and the USA and a fixture of the New York and Long Island corporate and securities legal community.

Mr. Kaufman represents emerging growth, middle market and public companies and investment firms in their corporate, securities, financing, borrowing, merger & acquisition and other legal matters. Mr. Kaufman is particularly well known for advising clients with respect to SEC regulation, public offerings, private placements and mergers & acquisitions, as well as all types of commercial contracts. He is a frequent speaker on corporate, securities and cannabis law topics, and is an approved Vistage speaker on mergers & acquisitions.

Daniel Haymann, MBA's Profile

Daniel Haymann, MBA Related Seminars and Products

Legal Counsel

MME Legal | Tax | Compliance

Daniel Haymann specializes in corporate and commercial law. Based on his extensive business experience, he has a good feel for new markets and understands the requirements of go-to-market and scale-up strategies. As an interdisciplinary and hands-on advisor, his focus is on investments, venture capital and financing transactions as well as regulatory issues in the healthcare and consumer goods sectors.

He advises investors, start-ups and vertically integrated companies along the value chain, including on regulatory issues relating to THC, CBD and other cannabinoids and psychoactive substances, GMP and GDP standards, food and cosmetics regulations and approval procedures before Swissmedic, the Swiss remedy institute.

Daniel is co-founder and co-chair of the European branch of the International Cannabis Bar Association (INCBA Europe). As a Swiss-Israeli dual citizen, he also focuses on serving clients with connections to Israel and strengthening the relevant business relationships.

Prior to his career as a lawyer, Daniel spent over 10 years in senior positions as a commodity trader for multinational corporations.



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