Corporate & Business

Vicente Sederberg LLP specializes in the cannabis industry. We have a decade-long track record of assisting licensed cannabis operators (marijuana and hemp), 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
  • 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
  • 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
  • Mergers & acquisitions
  • 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

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 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 iAnthus Capital Holdings, Inc. in connection with its acquisition of MPX Bioceutical Corporation, a multi-state operator, for shares of iAnthus representing a premium of 30.6 percent based on the closing price of iAnthus and MPX Shares on Oct. 17, 2018
  • 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 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
  • 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 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 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
  • Represent 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 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
  • 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

News

What is a Cannabis REIT?

By Charles Alovisetti, Partner; Cassia Furman, Partner; Ben Leonard, Associate
Feb 4, 2020

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.

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.

In the Media

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