Dinsmore represented Pennsylvania-based Organic Remedies in its transition to an Employee Stock Ownership Plan (ESOP), a landmark transaction believed to be the first ESOP established by a cannabis company in Pennsylvania and among the first of its kind in the U.S. cannabis industry. The transaction positions Organic Remedies as an employee-owned company while preserving its long-term independence and creating a meaningful ownership opportunity for its workforce.
Partner Jim Carlisle led the Dinsmore team advising Organic Remedies through the complex transaction, which required navigating the unique legal and tax considerations applicable to both ESOPs and the cannabis industry. In addition to providing employees with an ownership stake, ESOPs can offer significant tax advantages that support long-term business sustainability and succession planning. Dinsmore’s Rachel Pressdee managed the complex transaction day-to-day through closing with support from Caroline Rice.
“This transaction demonstrates that innovative ownership structures can succeed even in highly regulated industries,” Jim said. “Organic Remedies has created a model that rewards the employees who helped build the company while positioning the business for continued success. We were honored to help guide the company through a first-of-its-kind transaction in Pennsylvania.”
Organic Remedies announced the transition on July 6, stating that the ESOP will preserve the company’s mission while allowing employees to share in the organization’s future growth. The company’s leadership, including CEO Mark Toigo, will remain in place following the transaction.
The transaction was completed with the support of several experienced advisors, including Lazear Capital Partners, which served as the investment bank to Organic Remedies.
Dinsmore’s nationally recognized Corporate Practice regularly advises clients on ESOPs, corporate succession planning, tax-efficient ownership transitions, and complex transactions across highly regulated industries.