Under the Microscope with Jenny
๐In this episode of Under the Microscope with Jenny, host Jenny Germano sits down with Darren Gleeman of MBO Ventures to discuss how cannabis founders can potentially scale and transition ownership without selling to MSOs or private equity. Darren shares his background in hedge funds and explains how ESOP-based ownership structures are being used in cannabis as operators face limited exit opportunities, scarce lending, valuation challenges, and ongoing market pressure. Jenny and Darren break down what an ESOP (Employee Stock Ownership Plan) is, how these structures work, and the potential tax and succession planning advantages they may offer certain cannabis businesses. They also discuss leadership, employee retention benefits, and how operators can potentially use these structures to preserve company culture while positioning themselves for future growth and consolidation. This episode delivers practical insight for cannabis operators exploring alternative paths to scaling, ownership transition, and long-term sustainability in todayโs cannabis market. ย ๐ฟ๐ข๐๐ฟ ๐๐ผ๐๐: Jenny Germano, Founder of ICS Consulting ๐ ๐๐๐ฆ ๐๐ผ๐ป๐๐๐น๐๐ถ๐ป๐ด: https://www.icsconsultingservice.com [https://www.icsconsultingservice.com] ๐ฟ๐ข๐๐ฟ ๐๐๐ฒ๐๐: Darren Gleeman of MBO Ventures ๐ ๐ช๐ฒ๐ฏ๐๐ถ๐๐ฒ: https://mboventures.com [https://mboventures.com] ย โฐ๐ง๐ถ๐บ๐ฒ๐๐๐ฎ๐บ๐ฝ๐โฐ 01:09 Darren Gleeman Introduction 04:43 Cannabis Capital Crunch Setup 09:57 What is an ESOP? 11:07 ESOP Benefits, Taxes and Warrants 15:13 Why Traditional Exits Fail Today 17:45 Capital Markets & Banking Risk 22:35 Valuations & Illiquid Stock Reality 25:19 Co-Ops vs ESOPs for Employees 30:42 Receivership Limitsย 32:14 Valuing Declining Businesses 32:40 ESOP Fair Market Value 33:41 Buying Distressed Assets 36:08 280E After Rescheduling 38:09 DEA Registration Unknowns 42:49 Open Book Management 44:21 Who ESOPs Fit Best 50:10 Scaling Through Mergers 51:54 Private Equity Reality Check 57:36 Final Takeaways ย ๐๐ฒ๐ด๐ฎ๐น ๐๐ถ๐๐ฐ๐น๐ฎ๐ถ๐บ๐ฒ๐ฟ: The content shared on this channel - including all videos, podcasts, interviews, and discussions is provided for educational and informational purposes only. It is not intended as legal, compliance, or business consulting advice, and should not be relied upon as such. Laws and regulations surrounding cannabis and related industries vary by jurisdiction and are subject to change. Always consult with a qualified attorney or licensed professional before making decisions that could have legal or regulatory consequences for your business. Listening to or viewing this content does not create a client relationship between you and ICS Consulting, Under the Microscope with Jenny, Jenny Germano, or any of the podcastโs guests. Any opinions expressed are those of the individual speakers and do not necessarily reflect the views of ICS Consulting or its affiliates.
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