Overview

Every cannabis operator knows about Section 280E. Most have been burned by it. Created in the 1980s to stop illegal drug traffickers from writing off business expenses, 280E now punishes legal cannabis companies by taxing gross income. In any other industry, that would be absurd. In cannabis, it's a normal Tuesday. The ESOP Architect isn't about surviving 280E-it's about making it irrelevant. This book explains the only legal structure that allows a cannabis business to operate completely tax-free at both the federal and state level. When owned by an ESOP, the company pays no income taxes. And when a company pays no income tax, 280E is irrelevant. It simply stops mattering. Darren Gleeman uncovered this structure in 2021 and has led every completed cannabis ESOP deal in the United States since. This book is the first to explain how the model works, why it's legal, and what it looks like in practice. It's not theory. It's not lobbying. It's a clean, executable solution for operators who are tired of watching cash flow disappear. You'll learn how cannabis companies can: Operate entirely tax-free, even under 280E Sell at full fair market value Defer capital gains taxes on the sale of the company Retain upside through something called warrants This is not a workaround. It's a legal structure backed by existing tax law, already in use today. Dispensaries, vertically integrated MSOs, and private equity rollups are using it to eliminate tax drag, improve cash flow, and scale intelligently. Lenders are financing these deals. Trustees are approving them. And at the end of the day, employees benefit. Significantly. The ESOP Architect lays out the deal mechanics: valuation, trustee engagement, seller notes, and long-term planning. It also covers the risks-overvalued transactions, poor design, bad debt terms-and how to avoid them. You won't find theoretical charts or recycled policy proposals. This is a playbook written by the person who built the model. Whether you're an independent operator, a multi-state group, a public company or a PE firm trying to run a tax-efficient rollup, this structure allows you to eliminate your company's biggest expense-taxes-and use that cash to grow. If you're ready to exit, it lets you do so at full value while deferring capital gains. If you're not, you can still structure the business today and unlock the benefit immediately. When cannabis companies stop paying taxes, they stop being strangled by 280E. Not because 280E was repealed. Because it was rendered irrelevant. If you're paying seven, eight or nine figures in tax each year, this book shows you how to take that money back-and how to turn it into long-term wealth for you and your employees.

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Darren Gleeman is the Managing Partner of MBO Ventures and the creator of the ESOP cannabis model - the only legal structure that renders 280E irrelevant by allowing cannabis companies to operate completely tax-free. He uncovered this solution in 2021 and has led every successful cannabis ESOP transaction in the United States. Darren Gleeman literally built the playbook on cannabis ESOPs.In 2001, he brought the scientific method to financial markets by building GB Trading-one of the first fully automated quantitative hedge funds-at its peak, trading over 1% of all U.S. equities each day.He's also a seasoned angel investor, with early stakes in Screaming Media (NASDAQ: SCRM), Blackboard (NASDAQ: BBBB), Social Radar, and more recently, ClassEdu and Accelerant Manufacturing.Darren's work sits at the intersection of financial engineering, tax law, and strategic M&A. He doesn't advise from theory - he builds the structures, closes the deals, and makes the math work. Today, he runs MBO Ventures (www.mboventures.com), where he continues to design and execute high-impact ESOP strategies that unlock liquidity and long-term wealth.

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