CannaGather
Cannabis M&A in 2026: Due Diligence Red Flags and Deal Structures That Hold Up
Host: Ben KovlerFebruary 22, 202648 minlarge
Episode Summary
Bob Hoban walks through the top due diligence landmines in cannabis acquisitions — state license transfer failures, undisclosed 280E liabilities, and employee classification issues — and explains why most cannabis LOIs fail to account for regulatory approval timelines.
Every cannabis M&A deal I've seen fall apart in the last three years failed for the same reason: the buyer's counsel did not understand that the regulatory transfer clock doesn't start until state approval, which can be 6–18 months. You cannot close a deal in 90 days in this industry.
Episode Highlights
| Time | Topic |
|---|---|
| 5:30 | The three regulatory red flags that kill deals after LOI signing |
| 19:00 | License transfer timelines by state — the 2026 landscape |
| 31:15 | How to structure escrow for regulatory contingency periods |
| 41:00 | Undisclosed 280E liabilities: how to find them in due diligence |
Practice Areas Covered
Want Bob on your podcast?
Audio, video, or hybrid — 30 to 90 minutes. Submit a booking inquiry.