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Gil B. Rosenthal


Gil Rosenthal partners with clients to help achieve their goals. With more than 25 years of experience in corporate law, mergers and acquisitions and taxation, Gil provides practical advice to individuals and companies ranging from start-ups and family offices to large multi-national enterprises.

Gil is Chair of the Corporate Practice Group in the Denver office.

Clients rely on Gil to structure complex joint ventures, strategic alliances, private equity investments, exits, and business and licensing arrangements.  He works extensively with corporations, limited liability companies and other alternative entities for use in joint ventures, international transactions and other complex business arrangements.

With an LL.M. in tax, Gil also analyzes and advises clients regarding corporate, partnership, estate and gift, and international tax matters.

While working across sectors, Gil has worked with investors and operators of marijuana-related enterprises, providing corporate, tax and M&A advice.

He has also had extensive international finance experience at a senior level working previously for the federal government and in private practice advising individuals and multinational enterprises regarding inbound and outbound transactions.

Active in numerous pro bono and community activities, Gil serves as the board president for Ramah in the Rockies and Bamidbar, a summer camp and wilderness therapy program located on 300 acres in the Pike and San Isabel National Forests in Colorado. He’s particularly proud of the organization's successful efforts to rebuild after a devastating fire in August 2017. He also serves on the board of the Dartmouth Association of the Rocky Mountains.


Gil provides counsel to companies from formation to disposition including strategic decisions and pre-incorporation guidance, corporate governance and executive compensation, venture capital and other corporate financings, mergers and acquisitions and other transactional and commercial matters. As corporate counsel he provides advice regarding commercial transactions, including procurement, supply-chain and sponsorship agreements.

Gil regularly works with clients in the following industries:

  • Consumer products, including organic foods and products
  • Technology including digital media and advertising, software licensing, software as a service and white label arrangements, and e-commerce
  • Fintech
  • Healthcare
  • Professional services (including physicians, attorney, accounting, architects and engineers)
  • Marijuana & Industrial Hemp

Regardless of the industry, Gil is often an integral member of a client’s team. Working with start-ups, and even more-established companies, he helps corporations understand the role of corporate counsel and regularly is able to demonstrate the value of timely and efficient legal guidance.

Unique to corporate counsel, Gil's practice regularly includes tax guidance including the following:

  • Tax evaluation for acquisitive transactions, including tax-free reorganizations, liquidations, tax allocation issues, and state, local and international tax problems.
  • Assistance with pre-deal and post-closing individual tax planning including estate and gift tax considerations.
  • Succession planning for closely held or family owned businesses.
Marijuana and Industrial Hemp

While Gil is the co-chair of the firm’s Marijuana Working Group, he is not a “marijuana lawyer.” Instead, since 2013 Gil has used to broad expertise to advise clients in the marijuana industry nationally and in Colorado on regulatory issues, intellectual property, tax, employment and other general corporate issues. His clients include medical and retail cultivators and distributors, manufacturers of marijuana-infused products, marijuana technology companies including fintech-related businesses, real estate owners and investors and family office investors.

Of considerable value to marijuana-related businesses is Gil’s advice regarding tax and corporate structuring to deal with the effects of IRC § 280E.

Because of his tax and international trade background, Gil has been able to provide a unique perspective to cross-border transactions in the Marijuana industry including acquisitions and mergers involving Canada listed companies.

Tapping into Kutak Rock’s extensive historic experience with agribusiness (, Gil has helped numerous clients engage in the production, processing and distribution of industrial hemp and its derivative products under the 2014 and 2018 Farm Bills.


Leveraging his considerable international experience, including building relationships and cultural understanding, Gil guides individuals and companies regarding U.S. inbound and outbound activities.

Prior to entering private practice, Gil had extensive legal international experience including the following positions:

  • U.S. Investment Officer for Latin America, the Caribbean and southern Africa for the U.S. Agency for International Development.
  • Legal Advisor to Commissioner Don Newquist at the U.S. International Trade Commission.
  • Representative for the Executive Office of the President for domestic and international events and bilateral and multilateral meetings for the President, First Lady and Vice President.
  • Associate attorney with a private law firm in La Paz, Bolivia primarily advising the government of Bolivia with respect to the privatization of state-owned enterprises.

His international practice regularly involves:

  • Preliminary due diligence for proposed international operations and transactions including identifying suitable local counsel and partners.
  • Preparation, review and analysis of contractual agreements, including joint ventures, leases, royalty agreement, buy-sell agreements, distribution and supply agreements and other commercial agreements.
  • Analysis of international tax matters and coordination of in-bound and out-bound tax matters with CFOs or outside accountants.
  • Development of compliance programs for foreign operations including Foreign Corrupt Practices Act policies.

Speaking Engagements
  • “The Future of Cannabis in Colorado,” November 2017
  • Panel discussion with Jim Burack, the Director Enforcement (Marijuana) for the Colorado Department of Revenue, and Ray Gottesfeld, the Senior Medical Director for Relaxed Clarity Integrative Health
  • “Legal Nuggets for Startup,” panel discussion with Carly Abrahamson, the Principal and General Counsel of the Colorado Impact Fund, and David Stephenson, of counsel at Ditthavong & Steiner, P.C. and Owner of Rocky Mountain Thunder Law Firm, November 2018
  • Business Case Law Update, Colorado Bar Association, Business Law Institute, 2016-2018
  • “Mergers & Acquisitions in Colorado” Chapter 6, Colorado Methods of Practice, West Publishing Corporation
  • “Taxation of Real Estate,” Chapter 60, Colorado Methods of Practice, West Publishing Corporation
  • “Estate Planning for Family Business,” Chapter 105, Colorado Methods of Practice, West Publishing Corporation
  • "Chapter 1," Colorado Methods of Practice, West Publishing Corporation (co-author)

  • Negotiated terms of a $100 million syndicated loan facility.
  • Several multimillion-dollar sales and acquisitions of businesses for buyers and sellers in the technology, retail, personal services, healthcare, insurance, financial, utility management, and service industries.
  • Represented issuers with respect to investments by private equity and venture capital firms.
  • Merger and restructure of a $20 million environmental insurance company.
  • Spin-off of a U.S. subsidiary of a foreign metal products company.
  • Sale of a medical education company to a publicly traded entity.
  • Negotiated numerous executive compensation arrangements on behalf of executives for private and publicly held companies.
  • Negotiated the acquisition of a physician practice group by a large hospital system.
  • Handled the asset purchase and buyout of a founding shareholder by employees of a large medical practice.
  • Structured holding company structures for real estate acquisition and development companies. 
  • Structuring of subsidiary operations and a joint venture for a publicly traded U.S. and Canadian company with a foreign government in the Caribbean to provide rural medical services.
  • Negotiation of a syndicated loan facility for a U.S.-based client with foreign affiliates.
  • Examination and evaluation of structuring opportunities in Latin America.
  • Evaluation and advice to foreign companies with U.S. operations regarding structure as well as tax and commercial matters. Countries included Austria, United Kingdom, Italy, Israel, Mexico, Russia, South Korea, Sweden and Trinidad and Tobago.
  • Development and negotiation of distribution agreements for several U.S. personal care products companies covering multiple jurisdictions in Europe and Asia.
  • Preparation of mining and mineral extraction joint ventures for U.S. and foreign entities.
  • Development and negotiation of credit and credit enhancement facilities for development projects with domestic and multinational commercial banks and credit unions in Bolivia, Ecuador, El Salvador, Grenada, Guatemala, Honduras, Mexico, Peru, South Africa, Trinidad & Tobago, and Zimbabwe.


  • The Best Lawyers in America®, Corporate Law, 2023-2024
  • Listed as a “Stand-Out Lawyer” by Thomson Reuters. Each year, Thomson Reuters surveys more than 2,000 senior in-house counsel regarding the legal service providers they have worked with in the last three years and to name the ones who have stood out.