On MyShingle, we celebrate the solo and small firm practitioner, and those at the forefront of innovation in the legal field. Our newest project, 41 Legal Practice Areas That Didn’t Exist 15 Years Ago highlights solo and small firm practitioners who have embraced unconventional and upcoming niche practices from Social Entrepreneurship to Student Loan Law.
Our third profile is of Rachael Z. Ardanuay. Her firm RZA Legal, focuses on Cannabis Law.
The usage of cannabis, a psychoactive drug known by a variety of names (marijuana, pot, weed etc.) is a hot button issue in the United States. While it is classified as an illegal substance by the federal government, an increasing number of states are legalizing cannabis for medical and recreational usage. Most recently, these include Michigan (recreational), Utah and Missouri (both medical). Cannabis Law also encompasses the usage of hemp, a similar but significantly less psychoactive strain of cannabis, that is used in production of a wide variety of products, from food to paper. Cannabis Law encompasses traversing the difference between state and national policies, while providing legal support for growers, dispensaries and retailers.
Ardanuay’s firm is situated in Colorado, a state that pioneered the push for marijuana legalization. There, she focuses on advising businesses and entrepreneurs that are interested in navigating the rules and regulations of the industry and predicts future trends.
Q: What is your name, your law firm’s name and location and website?
A: Rachael Z. Ardanuy, my firm is RZA Legal and the website is www.RZALegal.com.
Q: At what point in your career did you begin to focus on Cannabis Law, and what was the motivation for choosing Cannabis Law?
A: I relocated from Florida to Colorado in 2015. In Florida, I focused on estate planning, probate, guardianship, family law and some criminal defense. When I decided to relocate to Colorado, I was open to practicing in other areas, or many of the same, but I knew I did not want to do family law anymore. I was interviewing for all types of positions, including a workers’ compensation law firm, hearing officer with the Department of Labor, as well as cannabis law firms. I found a cannabis attorney who was hiring for an “of counsel” position and I took it, figuring if I was starting over across the country, I could start over in another area of law as well. I always felt passionate about cannabis law reform, from the time I was a freshman at FSU, and an active member of the FSU chapter of NORML (National Organization for the Reform of Marijuana Laws). When the opportunity presented itself to work in this field in Colorado, I couldn’t turn it down – it was exciting to be a trailblazer in a new area of the law. I stuck with that firm for 2.5 years, until I decided to end the “of counsel” relationship and operate as a solo with my own firm in January 2018. I became a mom in November 2016, have another one on the way, and now that I am working for myself, I couldn’t imagine it any other way, and truly love having my own firm! #mompreneur
Q: Tell us a little about your work in Cannabis Law. What types of clients do you represent and what are some of the legal issues you encounter?
A: I work with entrepreneurs along the entire spectrum within the Cannabis business industry – those interested in entering the Cannabis industry whether by buying an existing business or taring their own, seasoned Cannabis industry members with issues they face while operating, as well as Cannabis businesses trying to exit the industry. I say that I am a Cannabis business attorney, not only because Cannabis is the correct term for the plant, but also because I work with both licensed marijuana businesses who cultivate, manufacture or sell cannabis with a THC content of over 0.3%, as well as industrial hemp companies who cultivate, manufacture and sell hemp-derived (CBD) products. When counseling prospective Cannabis industry members, I advise on state and local laws, regulations, and trends of the industry. I also a provide ongoing legal counsel and services including regulatory compliance, business formation, financing, obtaining and maintaining businesses licenses, preparing and negotiating commercial real estate leases and purchases, vendor and employment agreements, purchases and sales of cannabis businesses and assets, and nearly all other transactional or compliance issues a Cannabis business would face.
Q: What do you enjoy most about Cannabis Law?
A: I really enjoy the novelty of the issues my clients face and the small and burgeoning industry we are operating in. I feel like professionally I can be a big fish in a small pond. This industry and my clientele are really a pleasure to work with.
Q: What kind of background is necessary for Cannabis Law?
A: A willingness to learn a new area of law and the grit to be willing to face challenges not yet faced by a new and heavily regulated industry. Having a background in business law helps (I was a TA for business law in law school, have undergraduate degrees in business management and real estate, ran a corporate restaurant before attending law school, and run my own law firm – all of which help me enter understand issues my clients face).
Q: How did you market your practice and gain a reputation in Cannabis Law?
A: I am dedicated to maintaining good relationships with and staying involved in working with state and local regulators – I was on a rule-making committee with the Marijuana Enforcement Division (state licensing authority for Colorado) to help them craft new rules to implement new legislation governing marijuana companies. I network with other companies that serve the Cannabis community, including compliance companies, insurance agents who work with the industry, and other Cannabis attorneys. I am a member of the National Cannabis Industry Association, Denver NORML, and the National Cannabis Bar Association. I have a newsletter and blog I use to try to spread good information regarding laws, rules and trends in the Cannabis industry. Finally, I try to keep current building a social media presence.
Q: As you know, this practice area really did not exist 15 years ago. How do you address or advise clients on novel or emerging issues for which there is no precedent?
A: Because I’ve been providing legal solutions to the cannabis industry since 2015, I have witnessed how the laws, rules and trends have evolved, made invaluable connections with industry regulators, member, and advocates and leverage those experiences to the benefit of my clients. However, it’s not entirely accurate that there is no precedent to the issues the Cannabis industry faces; Cannabis law involves a collection of practice areas: commercial real estate and zoning, contracts, administrative law, finance law, business formation, employment law, and so on. I typically have to throw in at one point or another that “my crystal ball is in the shop” and for some issues (like the political climate, probability of licenses issuing or certain deals or terms going through) there’s no level of certainty or control, but we control the things we can by operating within the bounds of the laws and regulations. Most people interested or operating in the cannabis industry are solution-oriented, creative risk takers, and understand that sometimes, the fact that I don’t have an answer is not because I am unprepared, but because the issue has not been addressed by the laws as they currently stand.
Q: Tell us about one of your most interesting or challenging cases.
A: Not one case in particular, but when representing a buyer or seller of a licensed marijuana business, invariably many terms change throughout the deal. Issues come up that have to be dealt with, such as structuring the financing – which can be challenging due to the inability of marijuana businesses to obtain typical bank financing like other companies – timing of closing, contingencies for state and local licensing approvals, and other factors involved with selling a business that is cultivating or manufacturing live plants. Our goal is always to be sure the transitions occur smoothly and do not disrupt operations since the value of the inventory (being grown, harvested, tested, etc.) can greatly vary the value of the business.
Q: What advice do you have for other attorneys interested in Cannabis Law?
A: Don’t be intimidated if you are interested in getting involved with this industry! I am passionate about the normalization of this industry and dedicate my career to it. Cannabis legalization is not slowing down, and the industry needs competent, ethical counsel to provide the legal counsel it needs. I produced a webinar for any attorney or law student who is interested about how they can serve the cannabis industry – either as a cannabis business attorney or continuing in their field, because all areas of law will be impacted by this new industry.
More info on that can be found here: https://coursecraft.net/courses/z9TyG Use the promo code MYSHINGLE50 for 50% off.
The Law Uninvented Profile Series is co-written and edited by MyShingle’s new Content Coordinator, Rachel Wallen.