Strategic advisory work breaks cleanly into four operational areas. These are named responsibilities — not ‘thought partnership’ and not ‘board observer’ roles. Where we own, we produce documents, attend meetings, and drive outcomes. Where the work crosses into investor, broker, or legal territory, we coordinate in support but do not take the role. The engagement letter draws both lines before the discovery phase opens.
The four named areas
Each area below is within our named scope, with documented deliverables, defined escalation paths, and a concrete handoff point to other specialists.
Focus 1
Portfolio & market strategy
Map the current license portfolio against the 3-year capital plan. Identify acquisition targets and divestiture candidates with CCR-validity verification and compliance-history screening. Build the market-entry assessment for any new California jurisdiction — ordinance review, moratorium status, CUP pathway analysis under BPC 26055, competition density, and realistic timeline to issued license. Produce a board-reviewable portfolio roadmap with scenario analysis and capital-requirement forecast. For multi-state operators we lead the California footprint and integrate with specialist partners in each target state.
Focus 2
M&A diligence (buy-side and sell-side)
Operational diligence on acquisition targets covering license validity in the DCC public portal, pending enforcement matters and unresolved Notices to Comply, METRC variance and track-and-trace history under CCR 15046, CEQA status and local-authorization records, SOP defensibility against current CCR standards, and Owner/FIH disclosure completeness under CCR 15003–15004. Sell-side: prepare the data room, scrub the compliance narrative, and close out every open remediation item before buy-side counsel opens the door. Coordinate with M&A counsel through closing.
Focus 3
Capital-raise positioning
Diligence-ready data room with license schedule, compliance narrative, disclosure package, and regulatory-risk pack structured for institutional investor review. Draft the compliance bona fides letter that institutional allocators request on first look. Reconcile entity and capital structure against BPC 26001(al) common-ownership and CCR 15003–15004 FIH-disclosure requirements so that convertible notes, warrants, SAFEs, and preferred equity are all correctly represented. Walk management through diligence Q&A with mock sessions before the real meetings. We do not market the round, do not negotiate terms, and are not a placement agent.
Focus 4
Exit readiness & governance
18-month runway program for acquisition or public-company readiness. License-by-license compliance remediation to close out every outstanding item. SOP library upgrade to the QMS standard institutional buyers expect. Board composition advisory, independent director recruitment from our network, committee charters (audit, compliance, risk), and a board-ready compliance reporting cadence. For CSE and OTC listings (we’ve supported two CSE listings and one reverse merger into OTC), the compliance-side regulatory-risk disclosure and the governance posture required to pass listing review.
Escalation path
When the engagement crosses into privileged legal work — M&A definitive-agreement drafting, securities-law analysis for capital raises, antitrust review under BPC 26001(al) common-ownership rules, tax-structuring opinions — we engage with M&A counsel, securities counsel, and tax counsel from your existing team or from our retained network. Work-product done under counsel direction via a Kovel arrangement preserves privilege where the advisory work touches sensitive material. We do not practice law, do not offer securities, and do not provide tax opinions.
How we draw the boundary with you
You own: every investment decision, every acquisition approval, every signature on a definitive agreement, and all authority over the capital structure. We own: the four areas above plus the diligence work-product they produce. Where a decision is yours but we have a clear recommendation (for example, whether to accept a lower valuation with better strategic terms or a higher valuation with heavier covenants), we document the recommendation with rationale so the decision is informed. We send a weekly status note during active engagements and a quarterly board memo during retainer relationships.
What’s explicitly out of scope
We are not investors — we are explicitly not an investment vehicle, not affiliated with one, and do not take equity compensation. We are not broker-dealers — we do not market rounds, solicit investors for fees, or provide fairness opinions. We do not practice law. We do not prepare audited financial statements or GAAP attestations. Multi-state expansion outside California is led by specialist partners in each jurisdiction; we integrate the California footprint but do not lead target-state regulatory work. The engagement letter names each of these boundaries from day one.
