Charles Alovisetti

Partner

Denver / New York

charlie@vicentesederberg.com

303-860-4501

455 Sherman St.
Suite 390
Denver, CO 80203

International Transactions
Corporate & Business

Colorado
New York

J.D., Columbia Law School, Harlan Fiske Stone Scholar
B.A., McGill University, Honors

Overview

Charles Alovisetti is a partner at Vicente Sederberg and chair of the firm's Corporate Practice Group, where he focuses his practice on advising investors, companies, and other law firms on the nuances of executing corporate transactions involving licensed and ancillary cannabis companies. Prior to joining VS, Charles worked as an associate in the New York offices of Latham & Watkins and Goodwin, where he represented public companies and private equity sponsors and their portfolio companies in a range of corporate transactions.

Charles has worked on licensed transactions in Canada and all the major cannabis markets in the United States. He understands the state and local issues that commonly arise in stock and asset acquisitions as well as issues involved in management companies and other alternative structures.

He has provided guidance on structuring and corporate matters to applicants in merit licensing processes in Maryland, Connecticut, Virginia, Hawaii, New Jersey, Ohio, Pennsylvania, and several local jurisdictions. Charles also has experience counseling portfolio and emerging growth companies with respect to general corporate and commercial matters and all aspects of compensation arrangements. In addition to his corporate practice, Charles provides specialized cannabis counsel to non-cannabis companies seeking to evaluate the risks of entering the cannabis space and structure their investments to reduce risks.

Charles holds a Bachelor of Arts, with honors, from McGill University and a law degree from Columbia Law School, where he was a Harlan Fiske Stone Scholar. He is admitted to practice in Colorado and New York, and is a Level One Interpener. Recognized as a thought leader and experienced practitioner in the areas of cannabis M&A and financings, Charles is an author, a frequent speaker at events, and is a member of the Colorado Department of Revenue HB19-1090 Legislation Implementation Work Group.

Experience

Leadership & Community Involvement

  • Member, Work Group on Legislation Implementation HB19-1090 - "Measures to Allow Greater Investment Flexibility," Colorado Department of Revenue, June 2019-Present
  • Member, International Cannabis Bar Association
  • Member, General Catch-All Working Group: Other Rule Updates, Colorado Department of Revenue Marijuana Enforcement Division, 2017
  • Member, Work Group on Legislation Implementation SB16-040 - "Marijuana Owner Changes," Colorado Department of Revenue Marijuana Enforcement Division, 2016

Cannabis Regulatory Advice

  • Acted as cannabis regulatory counsel to MJ Freeway LLC in connection with the company’s merger with MTech Acquisition Corp to form the first cannabis compliance technology company, Akerna Corp, listed on NASDAQ.

  • Acted as cannabis regulatory counsel to Harvest Health & Recreation, Inc., one of the largest multi-state operators  in the United States, in connection with their signing of a definitive agreement to acquire Verano Holdings, LLC, one of the largest privately held multi-state, vertically integrated licensed operators of cannabis facilities with an extensive portfolio of premium branded products, in an $850 million all-stock deal.

  • Acted as cannabis regulatory counsel to Sea Hunter Therapeutics LLC and its parent company Sea Hunter Holdings LLC in connection with a four-way business combination and Canadian reverse takeover (RTO) in which a new Canadian public company (Tilt Holdings) to be listed on the Canadian Securities Exchange (CSE) acquired the equity of Sea Hunter, Baker Technologies Inc. and Briteside Holdings LLC (U.S. companies), and Santé Veritas Holdings Inc., a Canadian corporation, in exchange for new equity in Tilt Holdings. The business combination also included a concurrent subscription receipts offering of USD $119 million in Canada to institutional investors.

  • Acted as cannabis regulatory counsel to Young America Capital, an investment bank and broker-dealer based on Mamaroneck, NY, in connection with the sale of substantially all assets of Green Meadows Wellness (dba Infinite Wellness Center), a fully vertically integrated adult and medical cannabis company in Colorado, to LivWell Enlightened Health.

  • Acted as cannabis regulatory counsel to Canaccord Genuity, LLC on numerous transactions.

  • Acted as cannabis regulatory counsel to TILT Holdings Inc. in connection with its acquisition of Standard Farms., a vertically integrated cannabis operator, with the majority of its operations in Pennsylvania, for US$5M cash and US$45M in securities.

  • Acted as cannabis regulatory counsel to TILT Holdings Inc. in connection with its acquisition of Blackbird Holdings Corp., a distribution company providing logistics operations and software solutions for each touchpoint in the cannabis supply chain, for approximately US$40 million, consisting of US$12M cash and 11,090,453 shares of TILT.

  • Acted as hemp regulatory counsel to Ebbu Inc. in connection with its acquisition by Canopy Growth Corp. for approximately $330 million. 

  • Acted as cannabis regulatory counsel to LeafLink.

  • Acted as cannabis regulatory counsel to Harvest Health & Recreation, Inc., one of the largest multi-state operators in the United States, in connection with its acquisition of CBx Enterprises, whose technology is utilized by EvoLab, CBx Sciences, and CBx Essentials, for an undisclosed amount. 

  • Represented the corporate venture capital wing of a multinational company on a potential expansion into the cannabis industry.

  • Represented an entertainment company on a potential expansion into the cannabis industry.

  • Represented a leading e-commerce company on its plans to expand into the cannabis sector.

  • Represented a device manufacturer on plans to enter the cannabis market and national expansion, including advertising parameters, banking matters, and the status of state legislation.

  • Represented a manufacturer of therapeutic-grade essential oils on a potential expansion into the cannabis and hemp industry.

  • Represented a transfer agent and financial administrator on cannabis regulatory matters.

  • Represented a venture capital fund in connection with regulatory issues involved in raising a cannabis fund.

  • Represented numerous private investors in connection with regulatory and corporate due diligence.

  • Provided numerous regulatory opinions to underwriters and auditors regarding the state-legal activities of direct and ancillary cannabis companies.

  • Advised several international law firms on state cannabis regulatory matters.

Mergers & Acquisitions

  • Acted as cannabis regulatory counsel to MJ Freeway LLC in connection with the company’s merger with MTech Acquisition Corp to form the first cannabis compliance technology company, Akerna Corp, listed on NASDAQ.

  • Acted as corporate and regulatory counsel to Denver Relief, one of the first legal marijuana businesses in Denver, in connection with the sale of its cultivation and manufacturing licenses to CMH Brands, which processes marijuana into products for Willie's Reserve.

  • Acted as corporate and regulatory counsel to DionyMed in connection with its purchase of 100% of the assets of Cascade Cannabis Distributing, Inc. in Portland Oregon, and purchase of certain assets of JDK Holdings, LLC dba Winberry Farms in Fall Creek Oregon.

  • Handled the purchase and sale of numerous cannabis business licenses in California, Colorado, and Oregon.

  • Represented a vertically integrated cannabis company operating in Colorado in connection with the sale of multiple distressed businesses.

  • Represented investment funds, public companies, and family offices on compliance with residency ownership requirements in Colorado.

  • Represented a publicly listed company in connection with its acquisitions of a licensed distributor and a licensed manufacturer in California.

Financings

  • Acted as corporate and regulatory counsel to Simplifya, a leading developer of cannabis industry compliance software, in connection with its Series A, B and C financing rounds.
  • Represented a leading cannabis extract company in connection with its Series A funding round, which was led by a cannabis-focused private equity fund.
  • Represented an infused product manufacturer in connection with a convertible note financing.
  • Represented an investor in connection with the financing and licensing of a state-of-the-art indoor grow facility.
  • Assisted with structuring for-profit management companies for nonprofit cannabis dispensaries with cannabis-related services, including agreements and intellectual property licensing.
  • Represented numerous dispensaries, management companies and cannabis-related startups in debt and equity financing matters.
  • Represented a multi-state cannabis holding company, in connection with a convertible note offering.

Commercial Contracts, Licensing & General Corporate Matters

  • Represented numerous clients in connection with the formation of direct and ancillary cannabis businesses.
  • Represented numerous clients in corporate reorganizations related to conversion from nonprofit to for-profit regulatory regimes.
  • Represented cannabis clients on real estate and zoning matters, and advised landlords and tenants with leases for cannabis dispensary, manufacturing, and cultivation facilities.
  • Represented high profile entertainers in connection with the launch of branded products.
  • Represented leading cannabis brands in intellectual property licensing and contract manufacturing agreements.
  • Represented infused product manufacturers in contract manufacturing, supply, licensing, and distribution agreements.
  • Represented a leading cultivator in connection with the grant of incentive equity and other executive compensation matters.

Publications

VS Insights

External Publications

Events

  • Speaker, Financial Planning Association of Colorado Monthly Meeting, "Money and Marijuana,” Denver, CO, March 26, 2019
  • Speaker, Mergers and Acquisitions, "Mergers and Acquisitions,” Denver, January 29, 2019
  • Speaker, Capital Markets and Cannabis: The Present and Future of Fundraising in the Cannabis Industry, "Capital Markets and Cannabis: The Present and Future of Fundraising in the Cannabis Industry,” Las Vegas, November 15, 2018
  • Speaker, Cannabis World Congress & Business Exposition, "Advanced Cannabis Investment Workshop – Beyond the Basics: U.S. vs. International Money,” Los Angeles, September 26, 2018
  • Speaker, America's Claims Event, "No Longer Stuck in the Weeds: Debating the Insurability of Marijuana,” Austin, June 26, 2018
  • Moderator, Insurance Business Masterclass: Cannabis Cover, "Cannabis and Commercial Insurance: From Board Members to Budtenders,” Denver, May 03, 2018
  • Speaker, 3rd Annual Crypto Cannabis Conference, "Cannabis Regulations and Cryptocurrency,” Denver, October 27, 2017
  • Moderator, Grow Up Cannabis Conference & Expo, "All Over The Map: Making Sense Of Global Marijuana Laws,” Niagra Falls, October 07, 2017
  • Speaker, National Cannabis Bar Association Cannabis Law Institute, "The Laws and Regulatory Systems of the West,” Denver, July 28, 2017
  • Speaker, Sports Lawyers Association, "Legalization of Marijuana – the Current State of the Law and Its Intersection with the Sports World,” Denver, April 25, 2017
  • Speaker, Cannabis Private Investment Summit, "Legal Concerns for Cannabis Investors,” New York, December 02, 2015

In the Media