Elliot Choi

Chief Knowledge Officer

New York / New Jersey

e.choi@vicentesederberg.com

917-338-5455

1115 Broadway
Suite 1218
New York, NY 10010

Massachusetts
New York
New Jersey

J.D., University of Pennsylvania Law School
A.B., Princeton University

Overview

Elliot Choi is counsel and chief knowledge officer at Vicente Sederberg LLP. He previously served as U.S. General Counsel for TerrAscend Corp., a leading North American cannabis operator, where he was a key member of the team that negotiated and closed TerrAscend’s acquisition of Gage Growth Corp.

Elliot’s practice involves representing cannabis and hemp clients, including licensed and ancillary businesses, on corporate, regulatory and licensing matters. He advises clients, including multi-state operators and publicly traded companies, on the complex legal and business considerations in the highly regulated cannabis and hemp industries. Elliot has advised on all varieties of corporate transactions including entity formation, startup funding (debt and equity issuances), equity incentive plans, commercial contracts, secured debt facilities, internal restructurings/rollups, and mergers and acquisitions. He has developed specialized experienced with structuring transactions, including entity ownership and control, to comply with applicable regulations and obtaining regulatory approvals.

Elliot’s regulatory practice involves advising clients on all aspects of their operations and navigating them through the complexities of federal, state, and local regulatory frameworks. He also works with the VS licensing team and has successfully advised numerous clients in competitive and non-competitive application processes, including social equity applicants.

Elliot is frequently speaker at industry conferences and has also authored numerous articles on cannabis and hemp transactions. He also works with advocacy groups and trade associations to advance cannabis policy in the Northeastern United States.

In addition to TerrAscend, Elliot has previously worked as a corporate associate in the New York offices of Skadden, Arps, Slate, Meagher & Flom LLP, and Friedman Kaplan Seiler & Adelman LLP. He holds an Artium Baccalaureus from Princeton University and a Juris Doctorate from the University of Pennsylvania.

Experience

Leadership & Community Involvement

  • Member, Committee on Cannabis Law, New York State Bar Association, 2020
  • Member, Drugs & the Law Committee, New York City Bar Association

  • Member, International Cannabis Bar Association

  • Member, New York State Bar Association

  • Member, New York City Bar Association

 

Mergers & Acquisitions

  • Represents buyers and sellers of cannabis and hemp businesses and licenses, including publicly-traded multi-state operators

  • Acts as U.S. corporate and regulatory counsel for multiple Canadian companies in connection with acquisitions of U.S. assets (both cannabis and hemp)

  • 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

  • Represents lenders and debtors in lending transactions, including convertible debt instruments

  • Acts as local corporate and regulatory counsel for secured credit facilities, including Canadian debtors

  • Advises on regulatory requirements for cannabis assets as collateral

  • Represents issuers and investors in equity financing transactions, including early-stage preferred equity rounds

  • Represents clients in the preparation of offering materials

  • Advises on regulatory requirements and approvals and securities laws filings for financings

  • Advises individual and institutional investors on potential cannabis investments

Regulatory

  • Advises multiple New York registered organizations (medical cannabis license holders) with New York regulatory and compliance matters

  • Represents publicly-traded multi-state operators with regulatory disclosures in U.S. and Canadian public filings

  • Advises on license acquisitions and related structure and regulatory approvals

  • Advises on cannabis investments, including multiple entity structures and licensing and service arrangements

  • Represents clients with reorganizations and related compliance with cannabis regulations across multiple states, including obtaining regulatory approvals

  • Represented multi-state operators with restructurings approved by regulatory authorities

Licensing

  • Assisted multiple successful license applicants in competitive and non-competitive application processes, including social equity applicants

  • Advises license applicants on corporate matters, including ownership and governance and seed funding

  • 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

  • Represents clients in connection with the formation of direct and ancillary cannabis businesses

  • Represents clients with commercial contracts, including manufacturing, supply, licensing, and distribution agreements

  • Represents clients in connection with equity incentive plans

  • Serves as outside general counsel for multiple clients

Recognition

Publications

Books

VS Insights

External Publications

Events