RFP.AssistantCounsel.SP.071825.pdf

200 St. Paul Place, Baltimore, Maryland 21202

(410) 576-6300 ❖ (888) 743-0023 www.marylandattorneygeneral.gov

CAROLYN A. QUATTROCKI

Chief Deputy Attorney General

LEONARD J. HOWIE III

Deputy Attorney General

CARRIE J. WILLIAMS

SHARON S. MERRIWEATHER

ZENITA WICKHAM HURLEY

STATE OF MARYLAND

OFFICE OF THE ATTORNEY GENERAL

EXECUTIVE DIVISION

OFFICE OF THE GENERAL COUNSEL

ANTHONY G. BROWN

Attorney General

PETER V. BERNS

General Counsel

CHRISTIAN E. BARRERA

Chief Operating Officer

MAAME NYAMEKYE

Associate General Counsel

Request for Proposals – Small Contract

Assistant Counsel pursuant to State Govt Article, §6-105(b)

Expertise in federal and Maryland securities law required

The Office of the Attorney General of the State of Maryland (the “OAG” or “Attorney General”) issues this Request for Proposals (“RFP”) to engage Assistant Counsel (“Assistant Counsel”), pursuant to State

Government Article § 6-105(b), with expertise in federal and state securities law. This RFP is provided for the purpose of exploring the possibility of retaining you to provide legal services to the State of

Maryland.

Background The Office of Social Equity (OSE) is an independent office within the Maryland Cannabis Administration (MCA) that was created by the 2023 Cannabis Reform Act to “promote and encourage full participation in the regulated cannabis industry by people from communities that have previously been disproportionately impacted by the war on drugs in order to positively impact those communities[.]” Md. Code Ann., Alc. Bev & Cann. § 1-309.1(d)(1). On October 1, 2025, OSE will become a part of the newly formed Department of Social and Economic Mobility (Chapter 605, Statutes of 2025), however its mission and statutory mandate will remain unchanged.

The MCA administered the last round of new cannabis licenses in 2024. OSE is charged with helping those licensees become operational within an 18-month timeline. One of the biggest barriers to the licensees becoming operational is securing funding because traditional funding avenues like bank lending are not available due to the federal prohibition on cannabis. In response to this need, OSE is considering solutions to attract investor interest and connect them with the licensees. This work has the potential to implicate state and federal securities law.

Scope of Services The Office of the Attorney General is seeking to retain the services of Assistant Counsel to assist and advise OSE (and any additional State Units as needed) on all matters pertaining to Maryland and federal securities law, including legal issues related to registration and reporting requirements, compliance, and matters involving the statutes, policies, administrative decisions, and regulations administered by the U.S. Securities and Exchange Commission (“SEC”) and Maryland Securities Commissioner, and services may include representation of OSE (and any additional State Units as needed) before those entities.

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Assistant Counsel would also assist and advise OSE on OSE’s proposed policies on promoting investment in Maryland cannabis businesses and recommend revisions to those policies to manage legal risk.

On matters for which Assistant Counsel services have been sought, Assistant Counsel may be asked to represent OSE or other State Units in discussions with administrative agencies, including the SEC and the OAG’s Securities Division, and in litigation pertaining to securities law on an as-directed basis, before administrative agencies and in state and federal courts.

Assistant Counsel may be asked to provide advice on or assist with other securities-related services related to the above or as directed.

Assistant Counsel will only be responsible for advice on matters assigned to it.

All legal services are to be provided only at the request of the Contract Officer or his/her designee. All advice is to be provided directly to the Contract Officer or his/her designee. Assistant Counsel is not authorized to enter into discussions with OSE’s staff, customers, clients, or other advisors without the knowledge and direction of the Contract Officer or his/her designee.

A contract start date on or about August 15, 2025, is anticipated and the engagement will continue until completed.

Submission Instructions and Process

• No specific form is required for your response to this Request for Proposals. Please provide whatever information you believe is appropriate to demonstrate your fit for this project, the services you propose to provide, and the cost and pricing methodology.

• Your proposal should also address the following.

o One or more of the attorneys who will work on the engagement must be admitted to practice in Maryland, including a partner or equivalent in the firm.

o The attorneys/firm must have professional liability insurance in an aggregate amount of not less than One Million Dollars ($1,000,000).

o Identify any existing relationships or representation that would present an actual or potential conflict of interest if the contract is awarded and your proposal for resolving such conflicts.

• Please include with your proposal executed copies of the following required affidavits.

o Bid Proposal Affidavit (available here) o Conflict of Interest Affidavit (available here)

• This solicitation is not subject to Division II of the State Finance and Procurement Article or the State procurement regulations as set forth in COMAR Title 21 (collectively, the “Procurement Laws”).

Nonetheless, the procedures in the Procurement Laws applicable to a Small Procurement will be used for this RFP and the Contract to the extent practicable and consistent with obtaining the best legal services for the State, all as determined in the sole discretion of the OAG.

o Proposals with costs projected to exceed $100,000 over the term of the contract will not be considered.

• Please email your response to the Maame Nyamekye, Associate General Counsel, at mnyamekye@oag.state.md.us, with a copy to o Janice Clark, Contract manager, jclark@oag.state.md.us, 410-576-7033 https://procurement.maryland.gov/wp-content/uploads/sites/12/2018/04/AttachmentC-Bid_Proposal-Affidavit.pdf https://procurement.maryland.gov/wp-content/uploads/sites/12/2018/05/AttachmentH-Conflict-of-InterestAffidavit.pdf mailto:mnyamekye@oag.state.md.us mailto:jclark@oag.state.md.us

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• All submissions are due by 5:00 PM ET on Wednesday, July 23, 2025.

• Based on a review of qualifications, meetings will be scheduled with one or more potential contractors, with further discussions and negotiations to follow.

• The basis for the award will be “most advantageous offer”.

• Small businesses and Minority-owned, Women-owned, and Veteran-owned businesses are encouraged to submit proposals and should list any applicable certifications in your submission. If you are not certified, information is available at https://procurement.maryland.gov/business-community/

• The chosen contractor, if not already registered, will be required to register with the State

Department of Assessment Taxation and establish an account on emma, the State’s online procurement website.

Questions

• Questions about this Request for Proposals should be directed to Maame Nyamekye, Associate General Counsel, at the email listed above.

https://procurement.maryland.gov/business-community/ https://procurement.maryland.gov/business-community/ https://emma.maryland.gov/page.aspx/en/usr/login?ReturnUrl=%2fpage.aspx%2fen%2fbuy%2fhomepage https://emma.maryland.gov/page.aspx/en/usr/login?ReturnUrl=%2fpage.aspx%2fen%2fbuy%2fhomepage