Overview
Investors and landlords are often the first people a cannabis licensee calls, and the most exposed if the deal goes wrong. Regulators look past the cap table: investors, lenders and landlords can become true parties of interest who must be disclosed and approved, and the wrong terms can count against license caps or put the license at risk. Meanwhile the business case depends on an operator who can actually open and run the store.
We look at cannabis deals the way we look at our own: the rules first, then the operator, the site and the numbers. We help investors and landlords structure terms that work under the state's rules, vet the license and the team, and protect their position if approvals take longer than planned.
Typical challenges
Becoming a true party of interest
Profit shares, percentage rent, loans with conversion rights and decision rights can make you a disclosed owner.
Approval risk
Ownership changes, site approvals and local permits can take months, and some deals cannot be approved at all.
Vetting the operator
A license is only as valuable as the team that opens and runs the store.
Lease terms
Rent start, approval contingencies, permitted use and exit rights decide who carries the risk.
Returns under 280E
Federal tax rules reduce cash flow, and investor projections often miss it.
How we protect investors and landlords
We start with the rules, because the wrong structure can make an investor or landlord a disclosed owner, count against a license cap or make a deal impossible to approve. We map how your terms would be treated under the state's ownership and true party of interest rules and suggest alternatives where needed.
Then we look at the business behind the deal. A license is only valuable if someone can open and run the store. We review the license file, the site, the plan and the team the way we would before backing a store of our own, and we tell you plainly what we see.
Services that fit
- Regulatory Due DiligenceReview the license, ownership, compliance and numbers before you commit.
- Entity, Ownership and TPI StructuringStructure investment or lease terms that work under the rules.
- Site Selection and Proximity AnalysisConfirm whether a property can qualify.
- Business Plans and Financial ModelsGet an independent view of the plan and returns.
- Dispensary Operations ManagementProfessional management for a store you back.
- Hourly AdvisoryA second opinion on a term sheet or lease.
Where this matters most
| State | What to know |
|---|---|
| New York | TPI thresholds; retailers cannot lease from supply-tier licensees |
| Massachusetts | 20% control threshold and six-license cap |
| Maryland | No options to take control; MSA fee caps |
| Virginia | Five-license limit counts 10% economic interests |
How working with us starts
Discovery call
Thirty minutes, no cost. We learn where you are and what is blocking you, and tell you plainly whether we can help.
Written scope and flat-fee quote
You get the deliverables, timeline and fee in writing. Nothing is tied to your revenue or profit unless a regulator has approved it.
Kickoff
We send a document list, set the schedule and assign operators who have done this work in our own stores.
Delivery and reporting
Regular updates and, for ongoing work, a monthly report with targets, red flags and a fix for each one.
Frequently asked questions
Does renting to a dispensary make me a true party of interest?
A fixed, market-rate rent usually does not. Percentage rent, loans or decision rights may, depending on the state's rule.
Can I invest in a social equity licensee?
Usually, within limits on ownership share, profit share and control. Options or rights to take control later are often prohibited.
How do I vet a cannabis operator?
Check the license file, ownership disclosures, compliance history and the team's record of opening and running stores. Our diligence service covers all of it.
What lease terms protect a landlord?
Clear approval timelines, security deposits sized to the risk, compliance covenants and defined remedies. Our lease guide covers both sides.
Do you represent investors or licensees?
We work for whoever engages us and disclose any conflict in writing before we start.
What does it cost?
Engagements are scoped and quoted after a discovery call.
Can you manage a store I have invested in?
Yes. Our dispensary operations management service can run the store under an agreement with the licensee that meets the state's rules.