Tracy A. Gallegos serves as a team lead for the Duane Morris Cannabis industry group and is a member of the firm's governing Partners Board. Ms. Gallegos has a multifaceted practice that touches upon corporate, real estate, cannabis and sports and entertainment law for clients ranging from startup companies to established businesses. Her clients include retail shopping centers, entertainment and media companies, online retailers and cannabis companies involved in retail, manufacturing and cultivation, as well as companies providing ancillary services to the cannabis industry in both California and Nevada. Ms. Gallegos’s corporate practice focuses heavily on mergers and acquisitions, and also includes assistance with entity formation, governance and restructuring; corporate rollups, financing and other general corporate matters.
In her cannabis practice, Ms. Gallegos has served as lead transaction counsel on mergers and acquisitions and financing transactions, and has been involved in deals with an aggregate value exceeding several billion dollars. She also frequently handles ownership disputes for commercial cannabis businesses. Moreover, she serves as regulatory and compliance counsel and advises clients regarding the licensing process and other regulatory issues on both the state and local levels in California and Nevada. Having been involved in the cannabis space since 2010, when only medicinal cannabis use was permitted in California, Ms. Gallegos’s knowledge of and experience with the cannabis space and its rapidly evolving regulations is expansive. Her regulatory knowledge, combined with her corporate and real estate background, make her particularly adept at serving the many needs of both startup and large companies in the cannabis industry.
Ms. Gallegos also represents both commercial and residential developers, as well as commercial landlords. She handles transactions involving the acquisition and disposition of multimillion-dollar commercial properties and residential subdivisions, and has served as lead counsel on transactions with purchase prices in the hundreds of millions of dollars. She also handles real estate financing transactions and has served as lead counsel on deals in excess of a half billion dollars.
Ms. Gallegos is a graduate of Drake University Law School (J.D., 2004) and the University of California, Davis (A.B., 1999).
Areas of Practice
Real Estate Law
Sports and Entertainment Law
Represented a cannabis operator in its $15 million credit facility, advising on nuanced California regulatory issues impacting its various cannabis licenses in a complex deal involving warrant coverage.
Represented a cannabis operator in its $50 million credit facility, and was responsible for structuring the deal to ensure compliance with California cannabis regulations.
Advised client in its corporate restructuring in both corporate and cannabis regulatory issues, including potential securities issues, given that this transaction would be classified as a limited offering under state securities regulations; also advised on further handling of subsidiaries following the closing of the exchange.
Represented a California cannabis manufacturer in a $15 million restructuring transaction involving a redemption of ownership interests, transfers of various cannabis licenses and transfers of real property used to operate the cannabis business. The restructuring resulted in the manufacturer becoming a vertically integrated cannabis business, with five retail dispensaries in Southern California as part of its portfolio.
Represented JM Bullion, an online retailer of precious metals, and five of its six shareholders, in an acquisition by the sixth shareholder, A-Mark Precious Metals Inc., a publicly-traded precious metals trading company, in a deal valued at $257 million, which included a pre-closing redemption.
Represented an online retailer in securing a $10 million line of credit to be used toward construction of a larger fulfillment facility.
Represented an online retailer in securing a $52.5 million syndicated line of credit involving four different banks.
- U.S. District Court for the District of Nevada
- U.S. Court of Appeals for the Ninth Circuit
- Drake University Law School, J.D., 2004
- University of California, Davis, A.B., 1999
Duane Morris LLP
- Partner, 2019-present
Fox Rothschild LLP
- Partner, 2017-2019
- Senior Associate, 2013-2017
Morris Polich & Purdy LLP
- Senior Associate, 2010-2013
Excellence Community Management LLC
- Corporate Counsel, 2009-2010
Leach Johnson Song & Gruchow
- Associate, 2007-2008
Weintraub Genshlea Chediak Law Corporation
- Associate, 2007
Santoro, Driggs, Walch, Kearney, Holley & Thonpson
- Associate, 2004-2007
Honors and Awards
- Listed in Best Lawyers in America, 2021-2023
- Listed in Global Top 200 Lawyers by Cannabis Law Report, 2022/23
- Listed in Chambers USA: America's Leading Lawyers for Business, 2021 and 2022
- Listed in MyVegas Magazine "Top 100 Women of Influence," 2019
Named to National Law Journal's Cannabis Law Trailblazers List, 2019
Las Vegas Woman Magazine "People to Watch in 2017"
Listed in MyVegas Magazine "Top 100 Lawyers in Las Vegas," 2015-2018
Listed in American Lawyer Magazine’s "Women Leaders in the Law," 2015
Listed in Nevada Business Magazine's "Legal Elite," 2014
Listed Vegas Inc.’s list of "40 Under 40," 2014
Listed in Super Lawyers Rising Stars
Cannabis Law Journal
- 2016 Editorial Advisory Board
Clark County Bar Association
American Bar Association
- Business Forum
- Entertainment Law Forum
Nevada State Bar
- Entertainment Law Section
- Quoted, "California Targets Cannabis Businesses over Unpaid Taxes," MJBizDaily, June 3, 2022
- Quoted, "What’s Driving M&A Frenzy In Cannabis Industry?" POLITICO Pro's Morning Cannabis Newsletter, August 23, 2021
- Quoted, "Cannabis Lawyers Weigh Pandemic's Impact, Predict a Dealmaking Comeback," Reuters Legal, October 15, 2020
- Quoted, "Struggling Cannabis Cos. Look To Force Majeure Amid Virus," Law360, April 28, 2020
- Profiled in cover story "Growing a Successful Cannabis Practice," MyVegas Magazine, 2018
- Profiled in cover story "Tracy Gallegos: A Renaissance Woman in the Legal Field," Las Vegas Woman Magazine, 2014
- Co-author, "Implications of the MORE Act and Possible Federal Legalization of Cannabis," Cannabis Business Executive, March 3, 2021
- Co-author, "A Budding Market: Financing for Cannabis Businesses," Duane Morris Alert, October 15, 2020
- Author, "Politically Motivated Investigations of Legitimate Cannabis Businesses: One More Reason for Cannabis Operators to Return to the Black Market?" Cannabis Industry Journal, August 19, 2020
- Author, "Performance Under Cannabis Contracts During a Pandemic: Do the Contracting Parties Stay Best Buds or Does One Party End Up Feeling Burnt?" Cannabis Business Executive, May 13, 2020
Author, "Infusing Cannabis Manufacturers with a Little More Cash: Applications for 'Type S' Licenses To Begin Soon in California," Cannabis Law Alert, April 12, 2018
Author, "Nevada: The Regulation and Taxation of Marijuana Act- Commentary & Analysis," Cannabis Law Journal, March 1, 2017
"Nevada Voters Approve Recreational Marijuana Initiative," Cannabis Law Alert, November 9, 2016
"Ban on Firearms Sales to Medical Marijuana Card Holders Upheld by Federal Appeals Court," Cannabis Law Alert, September 9, 2016
"Increasing the State Business License Fee: Nevada's 'Simple' Answer to Its Failing Education System?" Corporate Law Alert, May 5, 2015
Selected Speaking Engagements
- "What’s Next for the Vape Industry?" Arcview Access, Webinar, June 24, 2021
- Moderator, "Negotiating Cannabis Investments," Arcview Access, Webinar, March 25, 2021
- "Cannabis 302: The Impact of COVID-19 on the California Cannabis Market," Duane Morris Cannabis Webinar Series, April 10, 2020
- "Up in Smoke: Common Provisions in Canna-Contracts That Could Blow Up a Deal," Duane Morris Commercial Contracts Checkup Series, Webinar, December 5, 2019
"360 Music Deals and Music Publishing," University of Nevada, Las Vegas, Boyd School of Law, March 12, 2019
"Lawyering for the Cannabis Industry," University of California, Los Angeles School of Law, February 28, 2018
"The Law and Business of the Music Industry - 360 Deals," University of Nevada, Las Vegas, Boyd School of Law, September 15, 2015, and April 14, 2017
"LLC Operating Agreements- Top 9 Attorney Mistakes," National Business Institute, July 9, 2016
"Music & Business Law-What Lawyers and Music Professionals Need to Know- Sweetening Your 360 Deal," Nevada State Bar Entertainment Law Section, February 19, 2015
"LLC Workshop: Choose, Draft & Maintain," National Business Institute, September 2014
"Issues Pertaining to Foreclosure of HOA Delinquent Assessment Liens, Downtown Cultural Series," Clark County Bar Association and City of North Las Vegas, January 2013
"360° Deals and Artist Representation," National Business Institute, December 2012
"Common-Interest Communities in Nevada - 2011 Legislative Update," Excellence Community Management, July 2011