Corporate & Business

Vicente Sederberg LLP has been on the cutting edge of cannabis law and policy since day one of the state-regulated marijuana industry. We use this knowledge and experience to help businesses and investors, both new and experienced, navigate federal, state, and local marijuana laws, connect with other key players, and close deals.

Our Services

The VS Corporate Practice Group offers a full suite of corporate and business legal services, including: 

  • Corporate structuring, entity formation, and corporate governance
  • Commercial contract review, including specialized marijuana contracts (e.g. trim processing agreements)
  • Corporate transactions, including mergers and acquisitions (involving licensed and non-licensed businesses), debt and equity investments, asset purchases and sales, and real estate transactions
  • Private placements and other securities law matters, including acting as regulatory counsel for publicly traded companies in connection with financings and general disclosure matters
  • Fund formation
  • Advising non-cannabis companies on the legal risks involved in entering the cannabis industry
  • Acting as special cannabis regulatory counsel to other law firms in corporate transactions
  • Equity incentive plans and employment contracts
  • Intellectual property protection, including licensing transactions and federal and state trademarks and copyrights
  • Regulatory and other specialized opinions
  • General regulatory and compliance counseling

Specialized Knowledge & Experience

VS has played a key role in advancing the cannabis industry, and it continues to shape public policy through its work with advocates and governmental bodies at the local, state, and national levels. Our unique familiarity with local and state regulatory systems enables us to effectively guide clients through the cannabis policy labyrinth and ensure they stay ahead of the curve and in compliance with all applicable laws and regulations.

The VS Corporate Practice Group has more than a dozen experienced attorneys based in Boston, Denver, Jacksonville, and Los Angeles. They provide businesses with the guidance, expertise, and transactional documents they need to achieve success, beginning with initial formation and continuing through operational, growth, and other stages.

Representative Transactions

Click on a practice area below to view a select list of our cannabis industry transactional matters.

  • Acted as cannabis regulatory counsel to LeafLink.
  • 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 planned expansion into the cannabis and CBD sectors.
  • Represented a device manufacturer on its planned expansion into 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.
  • Represented a manufacturer of therapeutic-grade essential oils on a potential expansion into the cannabis industry.
  • Represented marijuana companies in connection with their expansion into the hemp industry.
  • Represented a venture capital fund in connection with regulatory issues involved in raising a cannabis fund.
  • Represented a leading investment bank on cannabis regulatory matters in connection with the private placement of securities for several multistate cannabis operators and other direct and ancillary cannabis businesses.
  • Represented a leading investment bank with a public offering of securities for a multistate cannabis operator.
  • Represented numerous private investors in connection with regulatory and corporate due diligence.
  • 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 Simplifya, a leading developer of cannabis industry compliance software, in connection with its Series A, B and C financing rounds.
  • Acted as cannabis regulatory counsel to Canaccord Genuity, LLC on numerous transactions.
  • 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 non-profit cannabis dispensaries with cannabis-related services, including agreements and intellectual property licensing.
  • Represented numerous dispensaries, management companies and cannabis-related startups in debt (secured and unsecured) and equity financing matters.
  • Represented a multi-state cannabis holding company in connection with a convertible note offering.
  • Represented a venture capital fund in connection with regulatory and other fund formation issues with the raising fund.
  • Acted as regulatory and local counsel for a multi-state cannabis holding company in connection with a secured credit facility.
  • Represented numerous investors in connection with cannabis and ancillary business investments and financings.
  • Represented Dixie Brands, Inc. in connection with its exclusive IP licensing arrangement with Globus Holdings in the State of Oklahoma.
  • Represented numerous clients in connection with the formation of direct and ancillary cannabis businesses.
  • Represented numerous clients in corporate reorganizations related to conversion from non-profit to for-profit regulatory regimes.
  • Represented cannabis clients and landlords on real estate, zoning matters and leases for cannabis dispensary, manufacturing, and cultivation facilities.
  • Represented several high-profile entertainers in connection with branded cannabis and CBD 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.
  • 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 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 US $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 Inc. (TILT). The business combination also included a concurrent subscription receipts offering of US $119 million in Canada to institutional investors.
  • Acted as cannabis regulatory counsel to TILT in connection with its acquisition of Standard Farms., a vertically integrated cannabis operator, with the majority of its operations in Pennsylvania, for US $5 million in cash and US $45 million in securities.
  • Acted as cannabis regulatory counsel to TILT Holdings Inc. in connection with its acquisition of Blackbird Holdings Corp., a distribution company that provides logistics operations and software solutions for each touchpoint in the cannabis supply chain, for approximately US $40 million, consisting of US $12 million in cash and 11,090,453 shares of TILT.
  • Acted as cannabis regulatory counsel to Young America Capital, an investment bank and broker-dealer based on Mamaroneck, New York, 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 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 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.
  • Acted as corporate and regulatory counsel to Denver Relief, one of the first legal cannabis businesses in Denver, in connection with the sale of its cultivation and manufacturing licenses to CMH Brands, which processes mar cannabis 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.
  • Acted as lead counsel in connection with the purchase and sale of numerous cannabis business licenses in California, Colorado, Oregon, Michigan and Massachusetts.
  • 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.

The VS Corporate Practice Group is chaired by partner Charles Alovisetti. Prior to shifting his focus to the cannabis sector, Charles worked in the New York offices of two Am Law 50 firms, Latham & Watkins and Goodwin, where he represented public companies and private equity sponsors and their portfolio companies in a range of corporate transactions. He has worked on licensed transactions in all the major U.S. cannabis markets and in Canada,and he has provided guidance on structuring and corporate matters to applicants in merit licensing processes in several states and local jurisdictions. Charles understands the state and local issues that commonly arise in stock and asset acquisitions, and he has experience counseling portfolio and emerging growth companies with respect to general corporate and commercial matters and all aspects of compensation arrangements. He also 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.