Jason Klimek

Senior Counsel

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I thrive on tackling complex challenges at the intersection of cannabis, tax and corporate law, combining nearly a decade of industry experience with a deep understanding of regulatory frameworks. One of my proudest career highlights was helping shape New York's cannabis policy, leveraging my legal insights to directly influence the regulations that define this transformative industry.

Professional Background

I’ve spent my career navigating the complexities of corporate and tax law, with a particular focus on helping businesses solve challenging problems and seize new opportunities. My background includes extensive experience in complex tax structuring, mergers and acquisitions, and corporate reorganizations, where I’ve guided clients through high-stakes transactions and ensured their goals align with ever-evolving legal and regulatory requirements.

Over the past decade, I’ve developed in-depth knowledge of the cannabis industry, working with clients across the spectrum—from startups to multistate operators. I’ve advised on everything from licensing and regulatory compliance to structuring transactions under cannabis-specific laws like the Marijuana Regulation and Taxation Act. What I find most rewarding is helping businesses not only navigate the complexities of this emerging field but also thrive within it, ensuring their strategies are both innovative and fully compliant.

Beyond client work, I’m passionate about shaping the future of cannabis policy and law. I’ve had the privilege of collaborating with lawmakers and regulators to help define the legal frameworks that support this growing industry. I also serve as Tax Committee Chair and an Executive Committee Member of the New York State Bar Association’s Cannabis Law Section, as well as a former Policy Committee Chair for the Cannabis Association of New York. These roles allow me to stay at the forefront of industry developments and advocate for policies that foster innovation and opportunity.


Representative Experience With Emerging Companies

  • Counsel on Regulatory Compliance and Licensing: Provide comprehensive guidance to cannabis licensees, cultivators, processors and multi-state operators, helping them navigate the complexities of state and local cannabis licensing and compliance requirements.
  • Advise on Complex Mergers and Acquisitions: Guide clients through intricate M&A transactions, ensuring compliance with cannabis regulations and optimizing tax outcomes.
  • Structure Tax-Efficient Corporate Entities: Design corporate structures that align with both federal and state tax laws, facilitating efficient operations for cannabis businesses.
  • Incubator and Accelerator Programs: Work with multiple clients of incubator and accelerator programs to assist in the startup and growth of technology and clean energy companies.


Areas of Focus

  • Cannabis and CBD
  • Manatt Health
  • Corporate and Tax

My Advice to Entrepreneurs
  1. Plan for Compliance From Day One: In industries like cannabis, where regulations are strict and constantly evolving, compliance isn’t optional—it’s foundational. Entrepreneurs should build compliance into their business plans early, ensuring that every aspect of their operations—from licensing to tax strategy—aligns with state and federal laws. A misstep here can be costly, both financially and reputationally.
  2. Understand the Tax Landscape: For cannabis businesses, Section 280E of the Internal Revenue Code presents unique challenges, limiting deductions and increasing the effective tax rate. Entrepreneurs need to plan carefully for these constraints, seeking advice on how to structure their business to minimize tax burdens while staying compliant. Even outside cannabis, a well-thought-out tax strategy can be the difference between growth and stagnation.
  3. Structure Your Business for Scalability: Whether it’s deciding on the right corporate entity or planning for future mergers, acquisitions or partnerships, entrepreneurs should structure their businesses with long-term growth in mind. This means thinking beyond immediate needs and considering how your structure will impact fundraising, tax liability and regulatory compliance as you scale.