Interview with Mio Asami

The legal side of the cannabis industry is at the forefront of the business behind the plant we all love. Cultiva Law Firm in Seattle has been helping shape startups and protecting cannabis businesses from the waves of corporate vulturesA shining star of the firm, Mio Asami, is helping propel the business forward in a multitude of ways across the West Coast.The green rush is still in full effect. While the existing recreational states continue to mature, more dominoes are falling towards national legalization. Companies are popping up every day like start-ups, investors are running in checkbook first, and existing businesses are selling, expanding, and liquidating. The plant is very much thriving but alongside the boom is an exigency for business acumen.Cultiva Law Firm founder Aaron Pelley has expanded operations down the entire coast with offices in Seattle, Portland, San Francisco, and Los Angeles. There, Mio Asami is the attorney in charge of helping businesses navigate licensure and development in the cannabis industry. Asami’s work in the industry clearly demonstrates her passion for cannabis.

Mio Asami Exclusive Interview

*This interview edited for publication.*


Mio Asami: I grew up in Seattle, one of the first states to legalize recreational cannabis in the United States. I attended Hemp Fest almost every year since I was in eighth grade and my dad (a very unconventional parent, to say the least) often preached to me about the medicinal benefits of cannabis and other psychoactive drugs.

In my upbringing and as a recreational user, cannabis has always had a presence in my life. But I had genuinely never even heard of “cannabis law” until I went to law school because it’s still such a new realm of the law in relation to other forms like real estate law or law. So, really, I dove into this industry out of pure curiosity, driven by my passion for the plant itself.

I’ve also inadvertently been surrounded by startups my entire life. Starbucks, Microsoft, and Amazon (to name a few) all started in Seattle in a garage or corner café, all of which now have a presence around the world. So, I was raised immersed in a world of small businesses successfully expanding into multi-national entities; I attribute these success stories as the foundation for my passion for servicing small businesses.

I truly believe in the vision of small business owners and want to help in any way I can for those owners to reach their goals.

mio asami cultiva law cannabis law


Mio Asami: It’s funny, actually. I stumbled upon Cultiva Law after obtaining my California bar license when I grabbed coffee with the lead transactional attorney of the Seattle Office, Fabiola Jimenez. After that coffee meeting, I got a call from Aaron who was looking for a California-licensed attorney, and the rest is history.

With Aaron’s extensive experience with cannabis law, coupled with the carefully curated team of attorneys we have on deck, there really is no better place to work when in the cannabis legal realm. The chemistry and comradery between each team member is second to none. We all share the same passion for helping our clients realize their visions. We all uplift each other, as well. It’s rare to find such fun and badass firm.


Mio Asami: Creative problem-solving. Cannabis is still such a new industry after decades of prohibition. We, whether as a business owner, recreational/medicinal participant, or ancillary service provider, are all navigating a world of unknowns amidst strict regulations that even the lawmakers don’t know exactly how to regulate just yet.

Not many are familiar with the fact that cannabis is extremely strictly regulated, more so than any other industry.

A business deal that wouldn’t run into any compliance issues in a separate industry likely runs into ownership or financial interest holder issues when dealing with a cannabis business. This means that, almost on a daily basis, we have to find ways to make that deal work for our clients within the confines of compliance regulations.

Where clients have come to us after other attorneys told them, “It can’t be done,” it feels great to be able to really build a relationship with the client and work together with them to find ways to make it work.


Mio Asami: Amidst all the successful cases, one of the most memorable for me is actually a case in Oregon involving a client growing hemp, the result of which was less than ideal. The client had a spectacular smokable hemp flower product; it had high CBD content and perfectly compliant levels of THC. That is, until the regulations in Oregon changed which, without explicitly banning smokable hemp, effectively banned smokable hemp flower through its testing requirements. Seemingly overnight, the client was now sitting on an entire harvest of great hemp that could no longer be sold as a smokable. It was heartbreaking to have to tell the client this.

It was one of the biggest examples not only of how volatile this industry really is, but also how important my role is to the client’s success. The regulations are constantly changing, so it’s important that I update my clients whenever I can so they can maintain their compliance and continue toward success. This case sits in the back of my mind in almost everything I do.


Mio Asami: Federal legalization!

That’s the hope. If I can buy a Pink Lady apple grown Washington at a market in California, I should be great to be able to do the same with cannabis. Especially with four more states legalizing recreational cannabis in the most recent election, clearly, legalization is the general trend. Though federal legalization will undeniably shake the industry as well—we see this with hemp.

On the business side, I truly believe this industry has endless possibilities. I mean, the plant itself has endless possibilities, each of those possibilities brings business opportunities. It’s still well in its infancy stages, so in five years, I think both the industry and the regulations will have matured to a level that allows for more complex corporate deals and less barriers to entry.

One of the biggest barriers to entry that I’ve seen is funding. Ownership and Financial Interest Holder disclosure and background check regulations prevent many potential investors from financing business that could successfully expand with those funds. But again, these regulations could (and hopefully will) change.

For example, Washington State, until recently, required an investigation into even the spouse of an owner or investor, even if that spouse had nothing to do with the cannabis business. Those regulations have changed, so in five years’ time, California may rid itself of some of these regulatory barriers to entry.


Mio Asami: When dealing with an M&A in California, companies absolutely need to pay attention to the ownership transfer regulations. If there’s a complete buyout (all previous owners are leaving the company), the regulations state that the business may not continue operation until the new owners (the buyers) have all been approved by the Bureau of Cannabis Control (“BCC”). Depending on the processing times, this could mean weeks or months of accumulating losses from paying rent and/or utilities while twiddling your thumbs waiting for approval.

On the other hand, if at least one previous owner remains an owner (that is, maintains at least 20% ownership interest in the company), the business will be able to maintain its operations while the BCC approves the new owners. Some are calling this the “80/20 rule” because the seller maintains 20% while the new owners take on 80% of the business.

The 80/20 is a much more common method to take when dealing with an M&A in California because the idea of ceasing operations to wait for the BCC is risky for the business. But this method comes with other things to consider:

Both parties want to be sure that closing the deal is contingent upon the new owners obtaining approval, this language should be clearly laid out in the agreement;Ensure language in the agreement that properly secures the new owner’s ability to buyout the remaining 20% after obtaining approval to prevent any squatting on that ownership interest; and

Remember, there is always the possibility that the deal won’t go through for whatever reason, especially when the deal depends on a determination by an unrelated third party like the BCC—be sure to pay attention to the avenues of recovery, if any, to make sure proper protections are put in place; and

Overbroad non-compete provisions in agreements that may prevent other opportunities for either party.

Biases aside, I think it’s always best to have an attorney review these agreements because it’s our job to pursue our client’s best interests and will likely prevent costly future disputes.

For more information, visit Cultiva Law’s website here.

Aaron Pelley

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