
Corporate & Business
Fund Formation & Alternative Investments
International Transactions
Licensing
Outside General Counsel Program
Regulatory Compliance
Massachusetts
New York
New Jersey
J.D., University of Pennsylvania Law School
A.B., Princeton University
Overview
Elliot Choi is counsel at Vicente Sederberg LLP and corporate chair of the firm’s New York and Massachusetts offices. His practice involves representing cannabis and hemp clients, including licensed and ancillary businesses, on corporate, regulatory and licensing matters. Elliot advises corporate clients, including multi-state operators and publicly traded companies, on transactions and the legal and business considerations in the highly regulated cannabis and hemp industries. He advises on a broad variety of corporate transactions ranging from entity formation, startup funding (debt and equity issuances), equity incentive plans, commercial contracts, secured debt facilities, internal restructurings/rollups, and mergers and acquisitions. These transactions have involved New York, New Jersey, Massachusetts, Colorado, California, Illinois and Canadian cannabis and hemp operations, among many others. Elliot also acts as outside general counsel for numerous clients.
His regulatory practice involves advising and navigating clients through the interconnected federal, state and local regulatory frameworks. Elliot advises clients on all aspects of their operations and compliance with the different levels of regulations. He also advises corporate clients on structuring transactions, including entity ownership and control, to comply with applicable regulations and assists with obtaining corresponding regulatory approvals. Elliot also works with the VS licensing team and has successfully advised numerous clients in competitive and non-competitive application processes, including social equity applicants. His licensing practice involves analyzing license application processes and working with clients to develop strategies for successful applications.
Elliot has spoken at industry conferences and has authored numerous articles on corporate issues in cannabis and hemp transactions. He also works with advocacy groups and trade associations to advance cannabis policy in the Northeastern United States. A founding member of the firm’s Pro Bono Committee, Elliot works on restorative justice issues facing the cannabis industry with a focus on his home state of New York.
Prior to joining VS, Elliot worked as a corporate associate in the New York offices of Skadden, Arps, Slate, Meagher & Flom LLP and Friedman Kaplan Seiler & Adelman LLP, where he represented clients in a broad range of regulated industries (including laboratory testing, clinical diagnostic services, telecommunications, medical device development, cybersecurity and waste management) in connection with various corporate transactions and general corporate matters. Elliot holds an Artium Baccalaureus from Princeton University and a Juris Doctorate from the University of Pennsylvania. He is also the founding attorney of VS's New York office.
Experience
Leadership & Community Involvement
- Member, Committee on Cannabis Law, New York State Bar Association, 2020
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Member, Drugs & the Law Committee, New York City Bar Association
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Member, International Cannabis Bar Association
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Member, New York State Bar Association
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Member, New York City Bar Association
Mergers & Acquisitions
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Represents buyers and sellers of cannabis and hemp businesses and licenses, including publicly-traded multi-state operators
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Acts as U.S. corporate and regulatory counsel for multiple Canadian companies in connection with acquisitions of U.S. assets (both cannabis and hemp)
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Represented a U.S. company with international operations in an $875 million business combination with a publicly-traded Canadian special purpose acquisition corporation (SPAC)
Financings
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Represents lenders and debtors in lending transactions, including convertible debt instruments
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Acts as local corporate and regulatory counsel for secured credit facilities, including Canadian debtors
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Advises on regulatory requirements for cannabis assets as collateral
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Represents issuers and investors in equity financing transactions, including early-stage preferred equity rounds
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Represents clients in the preparation of offering materials
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Advises on regulatory requirements and approvals and securities laws filings for financings
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Advises individual and institutional investors on potential cannabis investments
Regulatory
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Advises multiple New York registered organizations (medical cannabis license holders) with New York regulatory and compliance matters
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Represents publicly-traded multi-state operators with regulatory disclosures in U.S. and Canadian public filings
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Advises on license acquisitions and related structure and regulatory approvals
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Advises on cannabis investments, including multiple entity structures and licensing and service arrangements
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Represents clients with reorganizations and related compliance with cannabis regulations across multiple states, including obtaining regulatory approvals
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Represented multi-state operators with restructurings approved by regulatory authorities
Licensing
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Assisted multiple successful license applicants in competitive and non-competitive application processes, including social equity applicants
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Advises license applicants on corporate matters, including ownership and governance and seed funding
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Represents license applicants with entity formation and organizational documents, including related compliance with regulatory, social equity, and license application requirements
Commercial Contracts & General Corporate Matters
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Represents clients in connection with the formation of direct and ancillary cannabis businesses
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Represents clients with commercial contracts, including manufacturing, supply, licensing, and distribution agreements
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Represents clients in connection with equity incentive plans
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Serves as outside general counsel for multiple clients
Recognition
- 2011 Empire State Counsel (New York State Bar recognition for Pro Bono Service)
- 2012 Empire State Counsel
- 2013 Empire State Counsel
- Thomson Reuters Super Lawyers, Rising Star, 2019-2020
Publications
Books
- Contributor, The Cannabis Business: Understanding Law, Finance, and Governance in America's Newest Industry, Routledge Publishing, 2020
VS Insights
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Co-author, "The 2014 Farm Bill Extension: What Does it Mean for the Hemp Industry?" October 20, 2020
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Co-author, "10 Events That Shaped the Massachusetts Cannabis Industry," October 19, 2020
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Co-author, "Guide to Closing Cannabis Transactions Between Private Companies," August 6, 2020
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Co-author, "Preparing for the Rising Demand for Due Diligence in Cannabis Transactions," May 5, 2020
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Co-author, "Coronavirus and Cannabis: New Jersey Regulatory Updates," April 13, 2020
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Co-author, "Coronavirus and Cannabis: Pennsylvania Regulatory Updates," April 13, 2020
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Co-author, "Coronavirus and Cannabis: New York Regulatory Updates," April 13, 2020
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Co-author, "Coronavirus and Cannabis: Connecticut Regulatory Updates," April 13, 2020
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Co-author, "New York Update: Governor Cuomo's Adult-Use Cannabis Legalization Proposal," February 20, 2020
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Co-author, "Hemp M&A Transactions: Diving into the Transferability of USDA-Issued Licenses," November 15, 2019
External Publications
- Co-author, "10 Events That Shaped the Massachusetts Cannabis Industry: A History in the Commonwealth," New England Real Estate Journal, November 5, 2020
- Co-author, “Raising Private Capital in the Cannabis Industry,” September 18, 2020
Events
- Speaker, Vicente Sederberg LLP, "Private Financings in Cannabis,” Webinar, August 26, 2020
- Speaker, Cannabis Legalization News, "New York Cannabis Legalization,” Online, June 10, 2020
- Speaker, New York Bar Association , "CLE - Cannabis Law: Past, Present & Future,” New York City, October 23, 2019
- Speaker, INCBA Cannabis Law Institute , "Sample Provisions for Cannabis Contracts,” New York City , October 05, 2019
- Speaker, Practising Law Institute , "Due Diligence in Cannabis Industry Transactions ,” Online, October 03, 2019
- Speaker, Massachusetts Lawyers Weekly Cannabis Conference Boston, "Corporate Structure, Financing and Related Regulatory Considerations in the Cannabis Industry,” Boston, September 12, 2019
In the Media
- Real Money, "New York Lays the Groundwork for Legalizing Cannabis," October 29, 2020
- Bloomberg Law, "Professional Perspective: Raising Private Capital In The Cannabis Industry," September 18, 2020
- Patch News, "Legalizing Pot Could Increase NY Revenue," May 16, 2020
- Marijuana Business Magazine, "Pioneering MJ Firm Opens in N.Y.," September 8, 2019
- New York Business Journal, "People on the Move - Elliot Choi," July 23, 2019
- Yahoo Finance, "National Cannabis Law Firm Vicente Sederberg LLP Opens New York Office, Strengthens Corporate Team With Two New Attorneys," July 23, 2019