Cannabis Company Green Thumb’s Chief Counsel Talks Compliance

Dina Rollman is chief counsel for Chicago-based Green Thumb Industries LLC (GTI), one of the fastest-growing cannabis companies in the country with 19 state-issued licenses for growing, processing, and selling marijuana in Illinois, Maryland, Massachusetts, Nevada and Pennsylvania. Rollman never set out to become a “pot lawyer,” but she became intrigued by the complex compliance issues emerging three years ago as Illinois became a medical marijuana state.

Rollman left her job as a litigator at Sperling & Slater PC in 2015 to form Rollman Law Group PC, which focused exclusively on marijuana clients including GTI. In April, GTI’s partners called on Rollman to take on chief counsel duties to help them navigate a difficult legal climate in which its chief product remains illegal under the federal Controlled Substance Act, but is nonetheless legal under a patchwork of laws in 29 states and the District of Columbia.

Beyond her work at GTI, Rollman is committed to building a durable legal framework for the burgeoning cannabis industry. She is founder and president of Illinois Women in Cannabis and teaches a cannabis law and policy course at Chicago-Kent College of Law.

Rollman spoke with Bloomberg Law’s Michael J. Bologna Dec. 4. This is an edited transcript of their discussion.

Bloomberg Law: What are your most important responsibilities as chief counsel of GTI?

As we ramp up operations in several states, I have to build a compliance framework for the business. The regulations are different in each state so I need to understand the regulations. Sometimes it isn’t clear because the regulations are generally written before the state programs are up and running. These states have expressed how they want things to look in theory, but practical issues emerge and their regulations need to evolve and change. So I have to keep a pulse on all of those things.

This is a new industry with a lot of complex legal issues. Are there any principles that guide you? Do you ever feel compelled to create compliance strategies on the fly?

I come from a litigation background, so that probably informs how I approach compliance. I’m always able to imagine the worst-case scenario and I think about that from the perspective of protecting my client. These state programs are evolving so quickly, I have to adapt to compliance on an ongoing basis. The regulators may hit us with requirements that aren’t written anywhere and I have to incorporate that into what we’re doing. Frankly, a lot of what I have to do is create a culture of compliance, make sure people in the field at retail dispensaries understand that these licenses are a privilege that can be taken away. The only reason we are allowed to sell marijuana, which is federally illegal, is because we have demonstrated to the state we can do this in a responsible way that complies with state regulations and federal priorities.

How do your duties as chief counsel differ from the duties of in-house attorneys in other industries?

In every other industry there is an existing body of case law that can help you predict how scenarios will play out. You’ve had judges reach decisions on what’s allowed, where the lines are drawn. But this is an industry largely operating without any input from judges. There are no legal precedents to look at. We might not have case law for another eight years. I have to be able to rely on my judgment and the judgments of people around me.

Some have suggested that your industry is hanging by a thread following the arrival of Attorney General Jeff Sessions. Many speculate Sessions will revoke or modify the 2013 “Cole Memo,” the Justice Department doctrine signaling a hands-off approach to federal enforcement so long as states prevent the distribution of marijuana to minors and prevent infiltration by criminal organizations. How are you coping with this uncertain legal climate?

Four years after the Cole Memo we have a multibillion-dollar industry. You have more than half of the states legalizing marijuana in some form. Those laws in many cases were signed into law by Republican governors in red states. In the last election, marijuana won legalization in at least six states. The people have spoken and the majority of Americans live in states where marijuana is legal. So the ability of an attorney general to overturn the will of the people and state governors looks quite questionable. How can one person put a brake on a multibillion-dollar industry?

As you watch the evolution of this company and this industry, what keeps you up at night?

Aside from the compliance issues, any startup experiencing exponential growth in terms of employee headcount has to keep an eye on training, HR policies, monitoring performance, and making sure the level of professionalism crucial to a business such as ours is maintained. As we expand our footprint to other states, I don’t meet every new hire. So I’m constantly thinking about the structures we need to ensure that level of professionalism. I think everyone in this company feels like they are drinking from a fire hose right now.

To contact the reporter on this story: Michael Bologna in Chicago at mbologna@bloomberglaw.com

To contact the editor responsible for this story: Yin Wilczek at ywilczek@bloomberglaw.com