Last week I went down a rabbit hole for It’s Getting Weird trying to understand the mess between Sherbinski and Doja.

It started as weed drama. Who betrayed who? Who owns the brand? Who owns the genetics? Who is going to drop the best meme about all this?

My money is on Sourwavez or Poetry of Plants.

Then I see that Cookies got hit with a $61.5 million arbitration award.

Sheesh!

At that point, I stopped thinking about gossip and started thinking about every legacy operator who survived the traditional market and now believes corporate cannabis is just the same hustle with bigger checks.

It isn’t.

Legacy cannabis spent decades learning how to survive cops, competitors, robberies, prohibition and an entire system designed to make doing business as difficult as possible. That created a generation of entrepreneurs with instincts most business schools could never teach.

But none of that automatically prepares you for a term sheet.

I first started thinking seriously about this years ago after hearing Caleb Counts from Connected Cannabis on First Smoke of the Day.

Connected matters here because it is one of the early examples showing that outside money does not automatically ruin a legacy cannabis company.

In 2021, Connected closed a $30 million debt-and-equity financing round led by existing investors Navy Capital and One Tower Group, with additional participation from Emerald Park Capital and Presidio View Capital. The company said the capital would support expansion while continuing to invest in proprietary genetics and premium cultivation.

Connected took serious institutional money and Caleb did not disappear. The brand did not suddenly stop mattering. The product did not become unrecognizable.

Scaling cultivation, entering new states and building real infrastructure takes real capital.

So the warning is not that investor money is a death sentence.

The warning is simpler:

Understand what changes when you take it.

A cannabis brand founder and a financial investor can look at the exact same company and see two completely different things. The founder may see genetics that took years to develop, rooms intentionally run below maximum output because quality matters more than yield, and breeding programs that might not generate revenue for another year. The investor sees capital deployed against an expected return. Why is this room producing less than it could? Why does R&D cost this much? How quickly can we scale? How fast can we enter another market?

Technically, neither side has to be wrong.

They are just optimizing for different outcomes.

The problem starts when those goals collide after the money has already changed hands.

On September 9, Gron Ventures announced that an arbitrator had entered a final award of more than $61.5 million against Cookies Creative Consulting & Promotions, or CCC&P, in a dispute involving Gron Ventures and Red Tech Holdings.

Red Tech invested $10 million in 2019. Gron invested another $5.5 million in 2020. Both investments were made through convertible promissory notes.

This was not simply a company failing to repay investors.

According to Gron’s description of the final award, the arbitrator found that Cookies and company president Parker Berling defrauded the investors in connection with a proposed transaction that would have paid them approximately $57 million for their Cookies interests.

Gron says the arbitrator found that Cookies and Berling caused that deal to be canceled and followed it with a Series A financing the ruling characterized as a “sham.”

Gron also says Berling was found personally liable for securities fraud and intentional interference with the transaction, while Cookies was found to have breached agreements involving undisclosed related-party transactions. According to the announcement, a forensic review also found withheld documents and deleted files on Berling’s computer after preservation obligations had begun, resulting in sanctions.

Those are serious findings.

Just to be clear, a lot of the finger-pointing over the bad business is aimed at Parker and Cookies management, not Berner personally.

We don’t need to dirty up Berner’s name if he hasn’t earned it.

Berner addressed that distinction himself, telling Beard Bros that “an arbitrator recently found that he did nothing wrong.”

The full arbitration award does not appear to be publicly available, though, so that is Berner’s characterization of the ruling, not mine.

Ask the average stoner who owns Cookies and they are probably going to say Berner.

Cookies became almost impossible to separate from Berner himself.

Music. Apparel. Genetics. Stores. That blue. That logo.

Berner made Cookies mean something.

Corporate law does not care how closely the public associates a founder with a brand.

The real answer to who owns Cookies is hidden behind a stack of corporate entities and licensing agreements.

According to Gron’s September announcement, Berner has left his positions as CEO and board member of CCC&P and is now operating through the separate Cookies SF entity. Gron also says Berner, through Cookies SF, is involved in separate litigation over Cookies intellectual property and trademarks.

The way Berner explained the current situation to Beard Bros is that CCC&P was Cookies SF’s former licensee and that the $61.5 million award against CCC&P does not threaten the Cookies brand he says continues through Cookies SF.

Here is where my head starts hurting.

Historical contracts filed with the SEC identify CCC&P itself as either an owner or exclusive licensee of certain Cookies trademarks, and CCC&P was licensing Cookies IP to other companies too.

So exactly which entity owns which piece of Cookies is not nearly as simple as either side can make it sound on Instagram.

I don’t know what is up, down, left or right anymore.

There are enough LLCs, licensing agreements and lawyers involved to make a drug dealer miss cash transactions.

That takes me back to the rabbit hole that started this whole thing.

Sherbinskis and Cookies are not the same dispute.

But the stories rhyme.

Mario Guzmán says Sherbinskis entered a merger with PrimeTime in 2023 and that he never sold a single share. PrimeTime co-founder Oleg Spektorov previously described the deal as a merger in which PrimeTime gave up 18.5% of its own equity and absorbed roughly $10–11 million in debt and liabilities.

He also said PrimeTime later let go of essentially the old Sherbinskis team, including Mario, after the relationship broke down.

Mario’s argument today is narrower than some of the internet commentary makes it sound. He acknowledges the merger and that PrimeTime controls the Sherbinskis brand, but disputes what happened after the deal and maintains that his genetics remain separate from the brand through another company.

Sherbinski and Berner had two completely different deals.

But they raise versions of the same uncomfortable question:

What did you actually give up when the capital came in?

I hate the way corporate cannabis sometimes talks about legacy operators like they were just drug dealers who accidentally stumbled into entrepreneurship.

Running successfully in the traditional market required product knowledge, working capital, supply-chain relationships, customer acquisition, pricing instincts, negotiation, risk management and an ability to read people extremely well.

Those are real business skills.

Especially when you developed them in an environment where the product itself could get you arrested.

But mastering that system does not mean you understand the next one.

The ability to negotiate a hundred-pound deal does not teach you securities law.

Knowing who owes who money does not teach you corporate governance.

Knowing everybody in the culture does not teach you how a convertible note can change your ownership.

And being the reason everybody cares about the company does not automatically mean you control it.

The jack boys aren’t outside laying on your trap waiting for you to re-up anymore.

They are sitting across the table with a financing agreement, a board seat and a signature line.

Their biggest weapon isn’t a gun. It’s a document you didn’t fully understand before you signed it.

If you are bringing a real legacy brand into corporate cannabis, you need to know your cap table, who owns the IP, who controls the board, what happens to your voting power when new money comes in and what happens if everybody stops getting along.

You need lawyers and advisors who understand those things better than the people sitting across the table from you.

Mark Cuban once put the idea another way:

“When you sit at the negotiating table, you always look for the sucker. If you don’t see one…”

You already know how that sentence ends.

For years, legacy cannabis worried about corporate America coming into weed and destroying everything that made weed good.

Sometimes that criticism is deserved.

But sometimes founders are making bad deals and then screaming that they are the victim.

Sometimes they put the wrong people in control of important parts of the business.

Sometimes the paperwork they signed says something very different from what they assumed the handshake meant.

And sometimes the people writing the checks really are sharks.

Corporate literacy is not about becoming a Wall Street guy.

It is about understanding the new environment you are entering and knowing which tools you need to protect yourself.

It is no different from the streets.

You’re letting expensive suits convince you to lower your guard when you should be raising it.

You wouldn’t act like that if they were wearing black Forces and a shiesty mask.

Bad business is bad business.

Sharks are sharks.

Fools are fools.

Don’t get tricked out your spot because you’re so thirsty for a legal check.

And don’t convince yourself that the skills that made you dangerous in one game automatically make you dangerous in another.

That is how you get caught slipping.