Corporate & Business

Vicente Sederberg LLP specializes in the cannabis industry. For over a decade, we have been assisting licensed marijuana and hemp operators, ancillary businesses, investors, and other law firms on a wide variety of transactions and other corporate matters. We know the players, and we know how to navigate the laws and regulations, which means we know how to get deals done.

Our corporate practice includes more than 20 experienced attorneys based in California, Colorado, Florida, Massachusetts, and New York. Many of them formerly worked at AmLaw 100 firms and were drawn to VS by our reputation as an industry leader, our authentic passion for cannabis law and policy, and our entrepreneurial spirit. It’s this passion and experience, combined with our extensive client base of companies and investors, that enables our team to create significant value and lasting impact for our corporate clients.

All of our corporate attorneys are deeply involved in cannabis regulatory work, making VS second to none when it comes to providing cannabis regulatory advice. Leaders of our firm played key roles in establishing the world's first regulated cannabis markets, and we continue to play an active part in the evolution and expansion of the industry. This regulatory experience, paired with our broad geographic scope, allow us to provide exceptional legal services to new and expanding businesses as they grapple with regulatory and corporate issues across numerous jurisdictions. It also makes VS the go-to firm for other law firms and service providers seeking the specialized regulatory guidance.  

LEADERSHIP

Services

Select a category below to learn more about our corporate legal services. 

  • Acting as special cannabis and hemp regulatory counsel to other law firms in corporate transactions
  • Advising non-cannabis companies on the legal risks involved in entering the cannabis and hemp industries
  • Regulatory and other specialized opinions
  • General regulatory and compliance counseling
  • Advising on cannabis banking and money transmitter services
  • Reviewing credit agreements, acquisition agreements, leases, and other commercial contracts for cannabis and hemp regulatory issues
  • Assisting with analysis of regulatory approval necessary for the transfer of cannabis licenses
  • Coordinating the process of cannabis license transfer with regulators
  • Acquisitions and sales of both licensed and non-licensed businesses
  • Joint ventures and strategic business relationships
  • Licensing agreements
  • Divestitures and dispositions
  • Spin-offs
  • Private placements and other securities law matters
  • Negotiating debt financings such as working capital lines of credit, term loans, and equipment lease financings
  • Angel and venture capital financings
  • Equipment leasing
  • Business formation, structuring and governance
  • Founder and shareholder agreements
  • Employment contracts and offer letters
  • Equity incentive plans
  • Commercial contract review, including specialized marijuana contracts (e.g. trim processing agreements)
  • Intellectual property protection, including licensing transactions and federal and state trademarks and copyrights
  • Serving as outside general counsel and advisor to management and boards of directors
  • Reviewing and negotiating real property leases
  • Negotiating engagement letters with investment banks

Experience

More than 1,000 clients across all segments of the cannabis and hemp industries have chosen Vicente Sederberg as a trusted legal advisor, including emerging companies, entrepreneurs, farmers, multi-state operators, publicly traded companies, private investors, venture capital and private equity firms, and other law firms. Transactional highlights include:

  • Acted as cannabis regulatory counsel to Curaleaf in connection with its acquisition of Colorado-based marijuana cultivator Los Sueños Farms in a cash-and-stock deal valued at $67 million.

  • Acted as cannabis regulatory counsel to Harvest Health & Recreation, Inc. 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 a US $850 million all-stock deal, which ultimately did not close.

  • 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 Inc. (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 US $119 million in Canada to institutional investors.

  • Acted as cannabis regulatory counsel to iAnthus Capital Holdings, Inc. in connection with its acquisition of MPX Bioceutical Corporation, a multi-state operator, for shares of iAnthus. 

  • Acted as cannabis regulatory counsel to TILT Holdings 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 in connection with its acquisition of Blackbird Holdings Corp., a distribution company that provides logistics and software solutions for each touchpoint in the cannabis supply chain, for approximately US $40 million, consisting of US $12 million in cash and US $28 million in shares of TILT Holdings.

  • 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-use and medical cannabis company in Colorado, to LivWell Enlightened Health.

  • Acted as hemp regulatory counsel to Neptune Wellness Solutions (NASDAQ - TSX: NEPT) in its acquisition of SugarLeaf for up to $150 million USD.

  • 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. 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 cannabis regulatory counsel to LeafLink.

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

  • 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 U.S. cannabis and hemp regulatory counsel for multiple publicly traded MSOs on U.S. and state regulatory disclosures for Canadian public filings.

  • Acted as cannabis regulatory counsel for a private equity firm with respect to multiple cannabis private investment funds.

  • Acted as cannabis regulatory counsel for a private equity firm in connection with the acquisition of a testing lab in Colorado.

  • 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.

  • Provided regulatory opinions to the TSX Venture Exchange, London Stock Exchange, NASDAQ, and the NEO.

  • 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 cannabis companies in connection with their expansion into the hemp industry.

  • Represented a leading investment bank on cannabis regulatory matters in connection with the private placement of securities for several multi-state cannabis operators and other direct and ancillary cannabis businesses.

  • Represented a leading investment bank with a public offering of securities for a multi-state cannabis operator.

  • Acted as corporate and regulatory counsel to Village Farms International, Inc. in its acquisition of Balanced Health Botanicals, LLC, a private CBD-product wholesaler and online retailer, for consideration of $75m in cash and stock. 

  • Acted as regulatory and corporate counsel to GreenStar Herbals, Inc., a Massachusetts licensee with three retail licenses in Dracut, Maynard, and Chelsea in connection with a sale to Green Thumb Industries, Inc. for up to US $70 million, consisting of cash and stock merger.

  • Acted as corporate and regulatory counsel to Cookies in the execution of its national expansion strategy, including acquisitions in multiple jurisdictions across the U.S.

  • Acted as corporate and regulatory counsel leading California delivery company, Amuse, in multiple acquisitions. 

  • 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 cannabis into products for Willie's Reserve.

  • Acted as corporate and regulatory counsel to a leading MSO in connection with a licensed cannabis acquisition in Connecticut. 

  • Acted as corporate and regulatory counsel to a leading publicly traded MSO in its proposed acquisition of single-state operations for consideration of $200m (deal did not ultimately close due to an intra-seller party issue).

  • 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 its purchase of certain assets of JDK Holdings, LLC (dba Winberry Farms) in Fall Creek Oregon.

  • Represented King’s Garden, Inc. in both corporate and regulatory capacities in connection with a sublicense agreement with LC2019 CA, Inc. to license the Rho PhytoTM brand created by Avicanna Inc. for the manufacturing, distribution, and sale of Rho PhytoTM branded products in California.

  • Acting as lead counsel for a Massachusetts cannabis company with multiple retail locations in its sale to a leading publicly traded MSO for consideration of up to $90m.

  • Acting as lead counsel in connection with the acquisition of a Massachusetts cannabis testing license for consideration of $10m.

  • 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 regarding 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.

  • 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.

  • Represented numerous dispensaries, management companies and cannabis-related startups, operating companies and holding companies in debt (secured and unsecured) and equity financing matters, including issuances of SAFEs, convertible notes and Series A, B, and C financing rounds.

  • Represented a leading vertically integrated cannabis company in connection with its US $12 million Series A funding round, which was led by a cannabis-focused private equity fund.

  • 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-raising issues.

  • 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.

  • Acted as secured lender’s counsel concerning the collateral substitution of Massachusetts marijuana retail facility for shares of publicly-traded Canadian cannabis corporation, in anticipation of the sale of shares and payoff of $4mm revolving credit.

  • Acted as regulatory and corporate counsel to Leune, a leading cannabis brand, in negotiating intellectual property licenses with cannabis operators in California, as well as the brand’s continued national expansion.

  • 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 connection with the establishment of equity incentive plans and issuance of incentive equity to employees and consultants. 

  • Represented numerous clients in corporate reorganizations related to conversion from non-profit to for-profit regulatory regimes.

  • Assisted with structuring for-profit management companies for non-profit cannabis dispensaries with cannabis-related services, including agreements and intellectual property licensing.

  • Represented investors and enterprises at all stages of growth in complex joint venture arrangements involving cultivation, manufacturing, dispensary, and distribution operations.

  • 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.

News

Charles Alovisetti to Present Cannabis Real Estate Financing CLE

Jul 1, 2021

The CLE, titled "Financing Cannabis-Related Real Estate: Structuring Options, Enforcement Issues, Regulatory Hurdles" will analyze legal and practical issues borrowers and lenders need to consider when documenting and funding a loan transaction secured by cannabis-related real estate.

Cannabis Entrepreneurship Academy

May 4, 2021

Colorado Law Executive Education and CU Leeds School of Business are offering an online Cannabis Entrepreneurship Academy on Fridays during June 2021. The academy will tackle many cannabis business issues, including leadership, financing, regulations, markets, and more!

What is a Cannabis REIT?

By Charles Alovisetti, Cassia Furman
Apr 23, 2021

To many in the cannabis industry, REIT is not a common acronym. Yet, as cannabis businesses seek ways to raise funds, REITs are coming up in more and more conversations.

5 Things You Need to Know Before Entering the Cannabis Industry

By Brian Vicente
Apr 19, 2021

The cannabis industry is complex. Prospective cannabis business owners and other service providers interested in working with cannabis businesses are wise to take a step back and assess what it really takes to not only enter the cannabis industry, but to succeed in it.

Commercial Leases Involving Cannabis Businesses

By Ben Leonard and Brett Williams
Mar 9, 2021

This article published by the Colorado Bar Association addresses issues unique to cannabis-related business lease transactions and offers suggestions for structuring such leases to maintain regulatory compliance.

What is a Cannabis SPAC?

By Charles Alovisetti and Ilya Ross
Feb 19, 2021

With wary investors and a minimal number of FDIC-insured bank lenders in the space, cannabis entrepreneurs are running out of options to raise capital. SPACs create a unique opportunity to fill the current vacuum of capital in the cannabis industry.

The Impact of COVID-19 on the Cannabis Industry

By Charles Alovisetti, Sahar Ayinehsazian, Andrea Golan
Nov 5, 2020

The coronavirus and efforts to contain it have led to changes in the regulatory landscape and consumer behavior that are likely to shape the cannabis industry moving forward. In spite of COVID-19, or perhaps because of it, the cannabis industry is thriving, and will continue to do so as long as demand remains strong and operators adhere to the rules and regulations designed to keep consumers and employees safe.

Raising Private Capital in the Cannabis Industry

By Charles Alovisetti, Elliot Choi, Sahar Ayinehsazian
Sep 18, 2020

Raising private capital continues to be a challenge for the nascent cannabis industry, but there are proactive steps companies can take to maximize the chance of a successful raise.

Guide to Closing Cannabis Transactions Between Private Companies

By Charles Alovisetti, Elliot Choi, Ben Leonard, Jeremy Shaw
Aug 6, 2020

Conducting a closing is one of the more stressful tasks for junior and even senior attorneys. When a deal is ready to close, most of the principals and businesspeople are finished with their work, but lawyers are not out of the woods yet.

Avoiding Massive Delaware Franchise Tax Bills

By Charles Alovisetti
Jun 24, 2020

Forming a Delaware corporation is a good idea for some cannabis startups, but often results in a hefty Delaware franchise tax bill. In this article, we explain why you might actually owe less.

10 Tips for U.S. Cannabis Businesses Facing an Economic Downturn

By Phil Silverman
May 20, 2020

The U.S. is facing its gravest economic crisis since the Great Depression due to the coronavirus pandemic. These 10 concepts are not necessarily unique to cannabis businesses, but in an industry that’s already subject to greater federal, state and local scrutiny, they can serve as a guide for those seeking to relieve their financial stress.

Exploring Alternatives to Bankruptcy for Cannabis Businesses

By Charles Alovisetti, Phil Silverman, Jason Adelstone
Apr 17, 2020

Bankruptcy law provides advantages for financially distressed companies to restructure debt while continuing to operate. Without access to U.S. Bankruptcy Code protections, marijuana companies must turn to out-of-court restructurings and state law insolvency proceedings.

Public Companies Can Now Own Cannabis Licenses in Colorado

By Charles Alovisetti, Jessica Scardina, Ben Leonard, Carl Werner, and Justin Johnson
Nov 18, 2019

HB-1090 is live and Colorado's cannabis industry is officially open to publicly-traded companies and out-of-state investors. Find out what we've learned so far about this brand-new system.

Blue Sky Laws and the Cannabis Industry

By Charles S. Alovisetti, Partner
Oct 7, 2019

In addition to federal securities laws, each state and territory has its own securities laws, often referred to as blue sky laws. Cannabis company compliance with these rules may be more important due to heightened regulatory scrutiny.

Budding Companies Part 3: Governance, Exits and Investors

By Charles S. Alovisetti, Partner
Sep 9, 2019

The third post in our “Budding Companies: Forming Cannabis Startups” series, where we explore different issues involved in the formation of new marijuana and hemp companies. In this post, we will focus on governance, exits, and investors.

Budding Companies: Forming Cannabis Startups

By Charles S. Alovisetti, Partner
Sep 6, 2019

The first post in our “Budding Companies: Forming Cannabis Startups” series, where we explore different issues involved in the formation of new marijuana and hemp companies. In this post we will focus on entity choice and taxation.

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