Marijuana Business Allow Publicly Traded Owners
The bill repeals the provisions that require limited passive investors to go through an initial background check. The bill repeals the provisions that limit the number of out-of-state direct beneficial owners to 15 persons. The bill repeals the provision that prohibits publicly traded entities from holding a marijuana license.
The bill creates two new ownership licenses, controlling beneficial owners and passive beneficial owners, and a new investment type, indirect financial interest holder. The bill gives the state licensing authority rulemaking authority related to the parameters of, qualifications of, disclosure of, requirements for, and suitability for the new license types and investment type. A controlling beneficial owner is a person that is the beneficial owner of 5 percent or more of the securities of a marijuana business; is an affiliate; or is otherwise in a position to exercise control of the marijuana business. A passive beneficial owner is a person that is not an affiliate of a marijuana business, has no control over the marijuana business, and owns less than 5 percent of the securities of a marijuana business. An indirect financial interest holder is a person that is not an affiliate or in a position to exercise control over the marijuana business and that holds a commercially reasonable royalty interest; holds a permitted economic interest issued prior to January 1, 2019, that has not been converted to an ownership interest; or is a contract counterparty that has a direct nexus to the business. An indirect financial interest holder does not require a finding of suitability and does not require a license.
The bill requires a person intending to apply to become a controlling beneficial owner or passive beneficial owner to receive a finding of suitability or an exemption from the state licensing authority prior to submitting a marijuana business application. When applying for suitability a person must disclose: all of its officers, directors, and affiliates; all officers, directors, and beneficial owners of more than 5 percent of any of its affiliates; all of its beneficial owners of 5 percent or more, if a publicly traded corporation; and, if not a publicly trade corporation, all of its beneficial owners. The bill also requires a marijuana business or controlling beneficial owner that is a public corporation to comply with various notification, disclosure, notice, and suitability requirements. The bill limits the types of publicly traded corporations that can be marijuana businesses or controlling beneficial owners.
(Note: This summary applies to the reengrossed version of this bill as introduced in the second house.)