Cannabis & Hemp Legal Services
Montague Law is a nationally recognized legal practice advising cannabis operators, hemp companies, investors, and ancillary businesses on the complex regulatory, corporate, and transactional challenges facing the legal cannabis industry. Our attorneys have been at the forefront of cannabis law since the earliest days of state-level legalization, bringing hands-on deal experience and regulatory depth that sets us apart from firms that treat cannabis as just another emerging practice area.
The cannabis industry operates at the intersection of rapidly evolving state regulatory frameworks, persistent federal prohibition, and intense capital markets activity. Successfully navigating this environment requires counsel that understands not just the legal rules, but the business realities — license economics, supply chain constraints, banking limitations, and the pace of legislative change. That is the perspective Montague Law brings to every engagement.
Landmark Transaction: San Felasco Nurseries
Montague Law attorney John Montague, Esq. played a key role in the landmark sale of San Felasco Nurseries, Inc. to Harvest Health & Recreation, Inc. — a transaction valued at approximately $65.7 million that set the high-water mark for a cannabis license sale in the State of Florida. The deal involved the acquisition of 100% of the stock of San Felasco Nurseries, which held a coveted Medical Marijuana Treatment Center (MMTC) license authorizing operations of up to 25 dispensaries across the state. This transaction demonstrated both the extraordinary value embedded in state cannabis licenses and the level of sophistication required to structure complex cannabis M&A in a heavily regulated environment. Read more about this transaction.
Cannabis License Applications & Regulatory Compliance
Securing a cannabis license is the foundational step for any legal cannabis operation — and in most states, it is intensely competitive. Montague Law assists clients with license applications across cultivation, processing, manufacturing, dispensing, and delivery categories in multiple jurisdictions. We prepare detailed application narratives, operational compliance plans, standard operating procedures, security protocols, financial projections, and the regulatory documentation that state agencies require. Beyond initial licensure, our team advises on ongoing compliance obligations, license renewals, responses to regulatory inquiries, inspection preparedness, and remediation when compliance issues arise.
Cannabis M&A & Investment Transactions
The cannabis industry continues to experience significant consolidation as multi-state operators pursue growth through acquisition. Montague Law advises buyers and sellers on the unique challenges of cannabis M&A, including license transfer approvals, regulatory change-of-ownership filings, Section 280E tax structuring, intellectual property valuation, and the design of earnout and milestone-based consideration tied to regulatory milestones. We handle asset purchases, stock acquisitions, reverse mergers, and management services agreement structures designed to comply with state ownership restrictions while achieving commercial objectives.
Hemp & CBD Regulatory Compliance
The 2018 Farm Bill opened significant commercial opportunities in hemp-derived products, but the regulatory landscape remains fragmented and in flux. We advise hemp cultivators, processors, and product manufacturers on USDA hemp program compliance, state licensing requirements, FDA enforcement discretion policies regarding CBD products, labeling and advertising compliance, third-party testing requirements, and quality assurance protocols. We also counsel clients on the increasingly important legal distinctions between hemp and marijuana under federal and state law — distinctions that carry criminal, civil, and commercial consequences.
Cannabis Real Estate & Zoning
Securing suitable real estate is consistently one of the most challenging and time-sensitive aspects of cannabis operations. Montague Law advises on zoning and land use compliance for cultivation facilities, extraction and processing plants, and retail dispensaries. We negotiate cannabis-specific lease provisions addressing regulatory risk allocation, landlord consent requirements, security specifications, co-tenancy restrictions, and early termination rights tied to license denial or revocation. We also handle municipal permitting, conditional use applications, and local government relations for cannabis facility siting — work that often determines whether a license can be operationalized.
Banking, Finance & Tax Planning
Cannabis companies face financial and tax challenges unlike any other legal industry, driven by the continuing conflict between state and federal law. We advise on banking relationships and account maintenance, including compliance with FinCEN guidance for financial institutions serving cannabis businesses. We structure operations and transactions to minimize the impact of Section 280E of the Internal Revenue Code, which denies standard business deductions to companies involved in trafficking controlled substances — and which can push effective tax rates above 70%. We also advise on state tax compliance, METRC and BioTrack seed-to-sale tracking obligations, and financial reporting requirements for licensed operators.
Social Equity & Community Impact Programs
Many states have implemented social equity programs designed to ensure that communities disproportionately affected by cannabis prohibition can meaningfully participate in the legal industry. Montague Law advises social equity applicants on license applications, compliance with equity program requirements, access to technical assistance and incubator programs, and securing capital from equity-focused investors. We are committed to supporting a more equitable cannabis industry and devote pro bono resources to this work where appropriate.
Intellectual Property in Cannabis
Protecting brands and proprietary innovations in the cannabis space presents challenges that do not exist in any other industry, principally because of federal prohibition. We advise on state trademark registration strategies, trade secret protection for proprietary cultivation genetics and extraction formulations, licensing agreements for branded products, and the evolving landscape for federal trademark protection of hemp-derived products. As federal policy continues to shift, we help clients build IP portfolios that will be positioned for protection under whatever framework emerges.
Illustrative Engagement: Multi-State Cultivation Acquisition
A private equity-backed holding company engaged Montague Law to advise on the acquisition of cultivation and processing assets across two states. The engagement required navigating parallel regulatory approval processes with different timelines, structuring an interim management services agreement to maintain operations during the change-of-ownership review period, conducting regulatory due diligence on license compliance history, and negotiating an earnout tied to post-closing cultivation capacity milestones. The transaction required close coordination with state regulators in both jurisdictions and careful structuring to comply with each state’s ownership disclosure and residency requirements.
This illustrative engagement is a hypothetical composite and does not represent any specific client matter. It is provided to demonstrate the types of transactions Montague Law handles.
Frequently Asked Questions
Can I get a federal trademark for my cannabis brand?
Currently, the USPTO will not register trademarks for goods or services that involve marijuana due to federal prohibition under the Controlled Substances Act. However, trademarks for hemp-derived products containing less than 0.3% THC may be registrable. State trademark registrations are available in states where cannabis is legal, and we recommend a comprehensive multi-state registration strategy while federal policy evolves.
What is Section 280E and how does it affect my cannabis business?
Section 280E of the Internal Revenue Code denies federal tax deductions and credits to businesses involved in trafficking controlled substances. Because marijuana remains a Schedule I substance under federal law, cannabis companies cannot deduct ordinary business expenses — only cost of goods sold (COGS). This often results in effective tax rates of 70% or higher. We help clients structure their operations, accounting practices, and entity architecture to minimize the 280E burden through appropriate cost allocation and operational segmentation.
How do I transfer a cannabis license in a sale?
Cannabis license transfers are heavily regulated at the state level. Most states require advance notice to and approval from the regulatory authority before any change of ownership or control — a process that can take weeks to several months depending on the jurisdiction. The process typically involves background checks on prospective new owners, detailed financial disclosures, compliance audits, and sometimes facility inspections. We manage the entire regulatory approval process, from initial filings through final approval, and structure transactions to appropriately allocate regulatory timing and approval risk between buyer and seller.
Does Montague Law work with cannabis companies in multiple states?
Yes. We advise cannabis operators, investors, and ancillary businesses across multiple state jurisdictions. Because cannabis regulation varies dramatically from state to state, we work closely with local regulatory counsel in each jurisdiction to ensure seamless compliance. For multi-state transactions, we coordinate across regulatory frameworks to manage timing, disclosure, and approval requirements in parallel.