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Banking and Restructuring Controlled Substance Act Interviews Legislation Meet Blank Rome Regulatory Compliance

From State Regulation to Federal Rescheduling: Lessons Learned and the Road Ahead

Vijay S. Choksi and Shane A. Pennington —

Much of the discussion surrounding federal cannabis rescheduling has focused on what the industry stands to gain from Schedule III treatment. For operators, investors, and regulators, however, the more significant development may be something else entirely: the line federal regulators have drawn within the cannabis industry itself.

In April, the Department of Justice and Drug Enforcement Administration (“DEA”) placed Food and Drug Administration-approved marijuana products and marijuana products subject to qualifying state medical marijuana licenses in Schedule III. Marijuana outside those categories, including marijuana sold through state adult-use programs, remains in Schedule I while the broader rescheduling process continues. The same federal action also created an expedited DEA registration pathway for qualifying state medical marijuana licensees. The result is more than a scheduling change. It creates a new federal distinction between medical and adult-use cannabis at a time when many state regulatory systems have spent years moving in the opposite direction. Across the country, states have increasingly integrated medical and adult-use operations, allowing businesses to share facilities, personnel, management, and infrastructure. Federal law is now introducing a separation that many state markets were never designed to accommodate. That emerging tension between state integration and federal separation may ultimately have a greater impact on the industry than rescheduling itself.

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Banking and Restructuring Controlled Substance Act Employment Issues ESOPs (Employee Stock Ownership Plans) Interviews Legislation Meet Blank Rome Mergers and Acquisitions Regulatory Compliance

Coming Soon: Innovations in Cannabis, a Panel You Won’t Want to Miss

Lauren Medeiros Forster —

The U.S. cannabis industry is changing fast, and operators, investors, and advisors are all trying to keep up. Medical cannabis has moved to Schedule III, but much of the market still runs on regulations, tax burdens, and insurance terms written for Schedule I. Hemp laws are changing, and there’s a call from patients and healthcare providers for better science and clearer guidance. Operators are also dealing with tight capital, price compression, cash flow pressure, and shifting payment terms.

That’s why we’re excited to bring together four industry leaders at Blank Rome’s Tenth Annual State of the Cannabis Industry Conference for a candid conversation about how the cannabis industry is innovating to meet these challenges. Here’s a preview of what we expect they will cover.

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Legislation Regulatory Compliance

Florida’s Medical Marijuana Rules Enter Their Next Phase

Vijay S. Choksi —

Florida’s medical marijuana rules are finally moving into a more permanent posture.

That may sound like administrative housekeeping. It is not. For medical marijuana treatment centers, investors, lenders, landlords, vendors, and physicians participating in Florida’s program, the shift from emergency rules to regular rulemaking is one of the more important regulatory developments in the state’s medical cannabis market.

Florida’s medical marijuana program has long been shaped by emergency rules. That structure traces back to the Legislature’s 2017 implementation of Amendment 2 through SB 8-A, codified in part at section 381.986, Florida Statutes. The Legislature directed the Department of Health Office of Medical Marijuana Use (the “Department”) and applicable boards to adopt emergency rules to implement Florida’s medical marijuana laws and, importantly, relieved the Department from the usual requirement to make findings of an immediate danger to the public health, safety, or welfare before using emergency rulemaking.

That technical carveout mattered. Under ordinary Florida administrative law, emergency rules are supposed to be reserved for true emergencies. Florida’s medical marijuana framework was different. The Legislature gave the Department a special emergency-rule runway to get the program operating quickly after the constitutional amendment.

That implementation runway has now ended, and the rulebook is moving into its permanent phase.

Read the full client alert on our website.

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Controlled Substance Act Employment Issues Regulatory Compliance

Tip-Pooling in Cannabis Dispensaries: Be Wary of Managers and Supervisors

Carmen F. Francella III —


For budtenders, tips earned in a dispensary can add up to hundreds of dollars per week. However, how that money is pooled and divided is critical for a dispensary operator to understand. Managers and supervisors, be wary.

1. What Is a Tip Pool?

Tip pooling in a dispensary is the practice of taking gratuities received from patrons and customers and pooling either all or part of them to be distributed among employees. It is a routine practice in restaurants and other places where an employee is serving a patron or customer. Because cannabis remains illegal at the federal level, major credit card networks—including Visa, Mastercard, and American Express—do not process transactions for cannabis retailers. As a result, these businesses operate predominantly on a cash basis, which often leads to substantial cash tips for budtenders. Tip pools in a dispensary are generally limited to employees in occupations in which they customarily and regularly receive tips, such as budtenders who provide service directly to a patron or customer and who do not have managerial responsibilities. Failure to carefully implement a legal tip pooling policy can have disastrous results because all of the dispensary’s tipped employees may have a claim if the tip pool is improperly administered.

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Controlled Substance Act Employment Issues ESOPs (Employee Stock Ownership Plans) Interviews Meet Blank Rome Mergers and Acquisitions

ESOPs for Cannabis Companies: A Strategic Solution to 280E Tax Hurdles

Scott Moskol recently spoke with Investing News Network about how employee stock ownership plans can offer tax advantages and foster sustainable expansion for U.S. cannabis companies. Read an excerpt below:

In light of Section 280E of the US Internal Revenue Code, which significantly inflates effective tax rates by prohibiting standard business deductions for companies trafficking in Schedule I substances, employee stock ownership plans (ESOPs) have gained traction as a strategic countermeasure in the cannabis space.

While the transition of medical marijuana to Schedule III has provided some tax relief, adult-use cannabis continues to be classified as a Schedule I substance, keeping the burden of 280E in place for many.

But as federal rescheduling efforts progress, will the complexity of an ESOPs remain necessary?

The Investing News Network recently interviewed Scott H. Moskol, partner and cannabis practice co-chair at Blank Rome, to explore how these structures benefit the sector and what could be next.

[…]

Moskol described ESOPs as “especially salient for the cannabis industry” because they effectively restore cashflow that 280E would otherwise strip out. He mentioned Massachusetts operators Canna Provisions and Theory Wellness as companies that have completed ESOP transactions and “continue to grow,” as well as at least one ESOP-owned business in Maine, where higher state income tax rates can make the ESOP tax advantage more meaningful.

Illicit, a company that was backed in an ESOP transaction by a lender client of Moskol’s firm, was also cited by Moskol as an example of how these structures can support growth. After completing its ESOP, Illicit is now looking to use the cashflow that’s been freed up “to make certain strategic acquisitions.”

Ultimately, tax savings from ESOPs can be used to shore up operations, acquire new assets, pay down debt or even purchase real estate that’s currently being leased. All of those moves can strengthen EBITDA, improve balance sheets and make a business more attractive as a future sale or initial public offering candidate, or if institutional investors begin to apply more traditional valuation frameworks to the sector.

To read the full article, please click here.

“ESOPs for Cannabis Companies: A Strategic Solution to 280E Tax Hurdles,” by Meagen Seatter, was published in Investing News Network on June 1, 2026.

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Controlled Substance Act Legislation Regulatory Compliance

Virginia’s Cannabis Crossroads: Governor Spanberger’s Veto Leaves the Adult-Use Market in Limbo

Tyler K. Buchholz —

Five years after Virginia became the first state in the South to legalize adult-use cannabis possession, residents still cannot legally purchase it. In a stunning reversal that has sent shockwaves through the cannabis industry, Governor Abigail Spanberger vetoed a pair of bills on May 19, 2026, that would have finally launched recreational cannabis sales in the Commonwealth—bills she had once pledged to sign.

From Campaign Pledge to Veto

The road to this moment has been defined by frustration and false starts. When Spanberger, a Democrat, won the governor’s mansion last November, she campaigned on an explicit promise: if state lawmakers sent her an adult-use sales bill, she would sign it. That promise was significant because her Republican predecessor, Glenn Youngkin, had repeatedly vetoed cannabis sales legislation during his tenure. For cannabis operators, advocates, and consumers alike, Spanberger’s election seemed like the breakthrough Virginia had been waiting for.

The General Assembly moved quickly, passing legislation earlier in the spring that would have launched sales on January 1, 2027. Key provisions of the assembly’s bill included a state tax rate of six percent with an additional local option of up to 3.5 percent, and a cap of 350 retail licenses statewide. Under the plan, Virginia’s five existing vertically integrated medical cannabis operators would have been eligible to enter the adult-use market upon payment of a $10-million conversion fee.

The Governor’s Counteroffer—and Its Collapse

Rather than sign the bill as presented, Spanberger sent it back to the legislature with a package of amendments that significantly altered the framework. Her revisions pushed the launch date to July 1, 2027; cut the retail license cap to 200 until at least January 1, 2029; imposed a cultivation cap of 70,000 square feet for vertically integrated processors; introduced an automatic tax increase to eight percent by July 2029; and banned butane extraction outside of commercial manufacturing facilities.

Most controversially, the governor’s amendments included new criminal penalties—a provision that advocates argued would disproportionately affect people of color and undermine the equity goals that had been central to legalization.

Cannabis industry lobbyists, including representatives of major multistate operators holding Virginia’s existing medical permits, advocated for lawmakers to reject the governor’s amendments. And reject them they did. Virginia lawmakers turned down Spanberger’s proposed changes on April 22, 2026, sending the original bill back to her desk. With only a two-seat majority in the state Senate, Democrats lacked the votes to override a veto. The governor faced a binary choice: accept the legislature’s framework or veto the bill entirely. She chose the veto.

Why Spanberger Says She Vetoed the Bill

In a statement accompanying the veto, Spanberger emphasized the need for strong regulatory oversight; clear enforcement authority; and sufficient resources for compliance, testing, and inspections. She also stressed the importance of “robust tools to crack down on bad actors who continue to profit from the illicit market.”

At an event two days later, on May 21, Spanberger elaborated on her reasoning. She argued that standing up a fully regulated retail market between July 2026 and January 2027 was a “rushed time frame.” She also reiterated her discomfort with 350 cannabis stores—the cap in the legislature’s bill—calling it “far more” than she was willing to accept.

The governor cited the experiences of other states, saying her team had “engaged with other states, and other governors … to make sure we could learn from some of the challenges that other states have faced.” She referenced avoiding “the mistakes of other states that have either rushed, or even thinking that they got it right on a methodical path,” though she did not identify which states or which mistakes she was referring to.

That ambiguity has drawn skepticism. Ohio launched adult-use sales in August 2024, less than a year after voters legalized it, and Maryland did so in July 2023—neither state has drawn widespread industry criticism for moving too fast. Meanwhile, New York’s notoriously slow rollout, which Governor Kathy Hochul herself described as “botched,” has been the target of far more industry frustration than any state accused of launching too quickly.

The Fallout: A Billion-Dollar Market on Hold

The financial stakes of the veto are enormous. According to projections, Virginia adult-use cannabis sales could reach $780 million in the first full calendar year of legal retail, with the billion-dollar milestone possible by the second year. Without a sales law, that economic potential remains entirely theoretical.

The immediate impact is already being felt. One multistate operator active in Virginia told the Washington Business Journal that a $50-million expansion plan and plans to hire “hundreds” of new workers have been put on hold.

State Senator Lashrecse Aird captured the frustration of many lawmakers and advocates in a statement responding to the veto: “Once again, Virginia’s efforts to establish a safe, regulated and equitable adult-use cannabis marketplace has been halted despite years of work, public input and broad recognition that status quo is failing Virginians.” She warned that the governor’s decision “leaves the Commonwealth exactly where we have been since 2021: with an unchecked illicit market hurting our communities, harming our youth and putting adults at risk.”

What Comes Next?

There is a narrow path forward. A cannabis sales framework could still become law through the state budget process, with a deadline of July 1, 2026. But if that window closes, legal adult-use sales in Virginia may not begin until 2028 or beyond.

For now, Virginia remains in a paradox of its own making: a state where adults can legally possess cannabis but have no legal means to buy it. The illicit market continues to fill the void, and the regulatory framework that Spanberger insists must be perfect before any store opens remains, for the moment, nothing more than an aspiration.

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Banking and Restructuring Controlled Substance Act Regulatory Compliance

Blazing New Ground: Cannabis Holding Company Obtains Chapter 15 Recognition

Scott H. Moskol, Evan Jason Zucker, and Michael B. Schaedle —

Introduction

The cannabis industry has been undergoing a significant wave of defaults and receivership proceedings in recent years. Faced with price compression and increased competition including from the illicit market, limited access to traditional sources of debt and capital markets, and compressed margins, many cannabis companies have found themselves unable to service their debt obligations. The Cannabist Company Holdings Inc.’s (“CCHI”) restructuring is emblematic of these broader industry challenges and provides a potential new roadmap for other cannabis enterprises navigating similar financial distress.

On May 9, 2026, the United States Bankruptcy Court for the District of Delaware entered an order granting recognition of the Canadian insolvency proceeding of CCHI and The Cannabist Company Holdings (Canada) Inc. (collectively, the “Debtors”) as a foreign main proceeding under Chapter 15 of the Bankruptcy Code. This decision is the first time a U.S. bankruptcy court has recognized a foreign insolvency proceeding involving a cannabis-related business under Chapter 15, notwithstanding the continued federal prohibition of adult use cannabis under the Controlled Substances Act (“CSA”). Importantly, the entities that obtained recognition are not the “plant-touching” cannabis operating companies. The subsidiaries that hold state licenses and directly produce, sell, and handle cannabis are not debtors in either the Canadian proceeding or the Chapter 15 cases.

This recognition, coupled with the recent rescheduling of medical cannabis from a Schedule I to a Schedule III controlled substance under the CSA, marks a significant shift in the federal posture toward the cannabis industry. Together, these developments open the door to new forms of relief under the Bankruptcy Code for cannabis-related businesses, which have historically been denied access to federal bankruptcy protection.

Background: The Cannabist Company and Its Restructuring

The multi-state operator (“MSO”), CCHI is a Canadian holding company publicly traded on the Cboe Canada Inc. stock exchange, and the ultimate parent of non-debtor subsidiaries that operate a vertically integrated cannabis cultivation, manufacturing, and retail business in eight U.S. states where medical or adult-use cannabis is legal under state law. The debtors, along with their non-debtor’s subsidiaries (the “CC Group”) have a capital structure that included approximately $220 million in funded debt, primarily consisting of approximately $179 million in senior secured notes issued under a Canadian-law-governed indenture. The CC Group incurred net losses of $105.1 million for the 12 months ended December 31, 2024, and $124.2 million in net losses for the nine months ended September 30, 2025.

Following a default on the Senior Notes in January 2026, the CC Group entered into a forbearance agreement with a majority of senior noteholders and subsequently commenced a Companies’ Creditors Arrangement Act (“CCAA”) proceeding in the Ontario Superior Court of Justice (Commercial List) on March 24, 2026. On March 25, 2026, CCHI, acting as the duly appointed foreign representative, filed Chapter 15 petitions in Delaware, seeking recognition of the Canadian proceeding and enforcement of the Canadian court’s initial order.

Read the full client alert on our website.

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Banking and Restructuring Controlled Substance Act Legislation Regulatory Compliance

DOJ Final Order Rescheduling Marijuana: Key Implications, Guidance, and Opportunities for State-Licensed Medical Cannabis Businesses

Frank A. Segall, Scott H. Moskol, and Shane A. Pennington —

On April 23, 2026, the U.S. Department of Justice (“DOJ”) reached a historic milestone in federal cannabis policy when Acting Attorney General Todd Blanche signed a final order transferring Food & Drug Administration (“FDA”)-approved marijuana products and all cannabis subject to a state medical marijuana license from Schedule I to Schedule III of the Controlled Substances Act (“CSA”).

For patients, providers, operators, lenders, investors, and virtually everyone involved in this industry, this marks one of the most significant federal cannabis developments in decades. The order takes effect immediately and creates a new pathway for state-regulated medical marijuana businesses to operate in compliance with both state law and federal controlled substances law for the first time in history. 

Although the order does not currently address recreational cannabis, its impact on the industry is significant. Blank Rome is committed to guiding clients through these policy changes and helping them leverage emerging opportunities in the sector, which we believe will further benefit the industry as a whole. Here are the significant highlights and impacts of the policy change. 

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Banking and Restructuring Controlled Substance Act Legislation Meet Blank Rome Regulatory Compliance

President Trump Officials Reclassify Marijuana in Historic Announcement

Frank A. Segall —

A statement from Frank A. Segall, Chair of Blank Rome’s Cannabis Industry Group:

The Trump Administration’s move on the rescheduling of cannabis is long overdue and monumental. It recognizes the importance of further legitimizing the health and wellness benefits of this miracle plant, allowing research and clinical trials to advance, and expanding access for those who may benefit from its medicinal properties.

However, meaningful and equitable access for all Americans, and fair treatment of the industry comparable to that extended to all other businesses, will only be achieved with full rescheduling of cannabis.

Blank Rome’s Cannabis Industry Group has been at the forefront of the cannabis industry for almost 15 years, successfully and innovatively helping its clients navigate the regulatory complexities that have long challenged cannabis businesses. This order moves us in the right direction, but it does not get us there entirely. 

Blank Rome is committed to assisting its clients and the cannabis industry in navigating through this order, addressing its complexities, and continuing to advocate for full rescheduling.

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Banking and Restructuring Controlled Substance Act Interviews Legislation Regulatory Compliance

What Cannabis Lenders Think Rescheduling Will Mean for Capital Markets

Gustav Stickley V —

The prospect of federal rescheduling of cannabis has the lending community buzzing. We recently sat down with Alex Mazza, Director of Underwriting at Chicago Atlantic Group, as well as Michelle Haughton and Bobby Boyda of Needham Bank, to get their take on what rescheduling could mean for borrowers, lenders, and the broader capital markets.

Stronger Borrowers, Bigger Demand

One of the most immediate effects lenders anticipate is a meaningful improvement in borrower credit profiles, particularly for operators with retail operations. With the burden of Section 280E potentially lifting, operators should see more available cash on their balance sheets, thus deepening the pool of eligible borrowers. Mazza emphasized that this will drive increased demand for capital—but crucially, not an immediate increase in capital supply. In his view, new lenders are unlikely to rush into the industry given cannabis’ continued federal illegality and the robust internal processes required to set up a cannabis lending program.

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