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Are You Ready to Take Advantage of Rescheduling M&A Opportunities?

By Sarah McGuire, CPA

Key Takeaways:

  • Rescheduling cannabis could unlock new merger and acquisition opportunities that companies need to strategically prepare for.
  • Sellers should focus on optimizing financials, tax implications, and valuation to maximize exit outcomes.
  • Buyers must conduct thorough diligence, structure tax-efficient deals, and plan for post-acquisition integration.


The potential rescheduling of cannabis from Schedule I to Schedule III could open up increased opportunities for mergers and acquisitions (M&A) in the industry. Navigating this new M&A landscape will require strategic preparation.

Whether you are looking to sell your company or acquire new assets and operations, you will need to position your business to properly capitalize on this wave of investment activity. Careful planning is critical to maximizing outcomes.

Preparing for M&A in a Post-Rescheduling World

As you anticipate this regulatory change, it is crucial to prepare for the complexities of the M&A process. Here is how you can position your company to take full advantage of upcoming opportunities.

Exit Strategies: Key Steps for Sellers

1. Books and Records Remediation

To attract investors, your financial records need to be in order. Focus on preparing your financial statements and building a comprehensive data room that investors can easily review. Solid financial reporting will not only boost investor confidence but also help you stand out in the marketplace.

2. Tax Optimization

Understanding the tax implications of a transaction is essential. Structure your deals to minimize tax liabilities and maximize financial outcomes. Engage with tax professionals early in the process to help you achieve the best possible financial results.

3. Audits and Reviews

Depending on the size and nature of the transaction, having audited or reviewed financial statements may be necessary. Even if not required, these statements can increase the likelihood of closing a deal, improve pricing, and reduce the time needed to finalize the transaction.

Acquisition Strategies: Essential Considerations for Buyers

1. Diligence

Conducting thorough diligence is crucial for identifying potential risks associated with an acquisition. This includes financial and tax diligence to uncover any issues that could impact deal terms, pricing, or strategy. Understanding these risks upfront will enable you to make more informed decisions.

2. Structuring

Designing a tax-efficient acquisition structure is key to the transaction's success and the long-term health of the combined entity. Work with advisors to develop structures that optimize tax outcomes and operational efficiency.

3. Post-Deal Integration

Post-acquisition integration is critical for realizing the anticipated benefits of the deal. Strategic guidance and practical support during this phase will help you optimize both operational and financial performance, leading to a smooth transition and better overall outcomes.

Smart M&A Moves for Buyers and Sellers Alike

1. Quality of Earnings (Q of E) Assessments

A Q of E assessment provides a comprehensive evaluation of a company's financial performance. For buyers, a Q of E offers valuable insights into the target company's financial health, facilitating informed decision-making and risk mitigation. For sellers, this detailed analysis helps you identify key negotiation points, leading to better pricing and more favorable deal terms.

2. Strategic Guidance

Both buyers and sellers can benefit from strategic M&A advice tailored to your specific business goals. Engaging with experienced advisors can provide you valuable insights and help you navigate the complex M&A landscape, positioning your company to take full advantage of any opportunities that arise from rescheduling.

How MGO Can Help

With a dedicated Cannabis team and a comprehensive suite of services, MGO is here to help you navigate the complexities of M&A — both now and in a post-rescheduling world. Reach out to our team today for support at every stage of the M&A process.

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