Jennifer Clifton, general counsel of Orchid Ventures Inc.

Jennifer Clifton was hired in June 2018 as the first general counsel of Orchid Ventures Inc., the Costa Mesa, California-based cannabis company. In the last year she's helped the company go public on the Canadian Securities Exchange and is currently helping Orchid expand its brand  further into the U.S.

Orchid, which already operates in Canada, California and Oregon, announced its plans earlier this month to expand to Nevada, Washington, Florida, Michigan and Massachusetts.

For now, Clifton is the sole in-house lawyer at Orchid and said she expects the legal department to grow with the company. Clifton spoke with Corporate Counsel about some of the challenges of being general counsel at a cannabis company.

This conversation has been edited for clarity and length.

Corporate Counsel: What influenced your decision to go in-house at Orchid over keeping your private practice?

Jennifer Clifton: I love being part of a team and collaborating with the executive management team. The idea of being a part of a team that is creating a global cannabis brand just spoke to my passion for entrepreneurism. I've started a few companies on my own, and I love that creation process. Being able to give that legal expertise on business strategies is extremely interesting to me.

It has been an extremely interesting time. In Canada, the cannabis industry is sort of like how the dot-com industry was in the U.S. with the explosion of cannabis companies going public.

CC: What have been the challenges you've faced over the last year working in-house at Orchid?

JC: I was brought on to help Orchid go public in Canada. We completed our reverse takeover and became a public entity in Canada in March. The bulk of the projects I've been working on involved getting Orchid public on the Canadian stock exchange and confronting tax issues and international law issues.

Another issue that is really challenging for our industry is getting [directors and officers] insurance. It's hard to attract qualified directors if you can't get D&O insurance. Other issues that came up in each state are getting licenses and making decisions on whether or not to vertically integrate. All of those major issues are supply chain issues, and it's extremely challenging when every jurisdiction has a different set of rules.

While we were going through this whole process, Canada made cannabis legal. It's been very interesting to watch the industry unfold and see how companies are positioning themselves.

CC: Orchid is expanding into five states in the U.S. What are some of the challenges that come with that kind of expansion?

JC: What we're doing is licensing our brand to manufacturers and distributors that are licensed within that state. We're not actually going to be transporting any cannabis products. We can get a trademark to protect our brand but we're not getting a trademark on the cannabis itself.

The real issues come down to making sure you find partners that you can trust. You need to make sure the people you go into business with are professionals and that they can execute on the terms of the agreements that you negotiate. You need to make sure you have enough capital to meet demands and making sure you can get your products through the supply chain.

It's all of the issues that regular businesses deal with, but then you add an extra layer of compliance requirements. I think the hardest part is trying to navigate the cannabis laws in each state with all of them being so different, and they're changing all of the time. You have to be really agile as a company to be able to adapt quickly.

CC: Has there been anything to help you navigate these issues over the last year?

JC: Along the way I built a friendship with Lisa Sergi who used to be the general counsel at MedMen. That has been really helpful. I've also become friendly with John Magliana who is the general counsel of Golden Leaf. I also joined a cannabis general counsel group based in Toronto which was started by Sony Gokhale [the general counsel of the cannabis company Supreme]. It was really awesome because I could get support and help from colleagues who are in the same space.