Tracy Gallegos

Partner

  • Tracy Gallegos
  • Phone: +1 702 868 2622

    Import to Address Book

  • Duane Morris LLP
    100 North City Parkway, Suite 1560
    Las Vegas, NV 89106-4617
    USA
  • Duane Morris LLP
    Spear Tower
    One Market Plaza, Suite 2200
    San Francisco, CA 94105-1127
    USA

Tracy A. Gallegos serves as a team lead for the Duane Morris Cannabis industry group. 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

  • Corporate Law

  • Real Estate Law

  • Cannabis Law

  • Sports and Entertainment Law

Representative Matters

  • Represented a retailer that sells precious metal in negotiations and drafting agreements with a “buy now, pay later” financial services company.  

  • Represented a manufacturer of cannabis products in the purchase of certain assets of another cannabis company. In conjunction with the purchase, regulatory issues were addressed, and the client's corporate structure was revised to grant equity to certain entities in exchange for providing the funding necessary for the asset acquisition. 

  • Represented JM Bullion, an online retailer of precious metals, in its purchase, through a newly formed wholly-owned subsidiary, of substantially all of the assets of BGASC, Inc., another online retailer of precious metals. 

  • Represented JM Bullion, an online retailer of precious metals, in its acquisition, through a newly formed wholly-owned subsidiary, of substantially all of the assets of BullionMax LP., another online retailer of precious metals.

  • Represented a holding company that holds cannabis assets for licensed operators in a corporate clean-up to draft documents to reflect ownership changes; in a corporate roll-up to exchange the ownership interests of all entities above for ownership interests in another holding company; and in the drafting of all documents for a Series A fundraising event. 

  • 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 JM Bullion Inc., one of the largest online retailers of precious metals, in its purchase of the domain name “gold.com,” making JM Bullion the owner of both gold.com and silver.com, two of the most recognizable and valuable domain names in the precious metals industry, where single-word domain names are scarce.

  • Represented a cannabis operator in its $50 million credit facility, and structured 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.

Admissions

  • Nevada
  • California
  • U.S. District Court for the District of Nevada
  • U.S. Court of Appeals for the Ninth Circuit

Education

  • Drake University Law School, J.D., 2004
  • University of California, Davis, A.B., 1999

Experience

  • 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, 2021-2024
  • Listed in Global Top 200 Lawyers by Cannabis Law Report, 2022/23, 2023/24 and 2024/25
  • Listed in Chambers USA: America's Leading Lawyers for Business, 2021-2024
  • 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

Professional Activities

  • 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

Media Hits

Selected Publications

Selected Speaking Engagements

  • Speaker, "Mainstreaming Cannabis: Legal Challenges and Considerations for Social Consumption Lounges," Duane Morris Webinar, September 26, 2024
  • Speaker, "Distressed Cannabis M&A," Duane Morris and FTI Consulting Webinar, October 5, 2023
  • "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