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.
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.
Below is a select list of our current and recent cannabis industry transactional matters.
- Represented numerous clients in connection with the formation of direct and ancillary cannabis businesses.
- Represented numerous clients in corporate reorganizations related to conversion from nonprofit to for-profit regulatory regimes.
- Represented cannabis clients on real estate and zoning matters, and advised landlords and tenants with leases for cannabis dispensary, manufacturing, and cultivation facilities.
- Represented high profile entertainers in connection with the launch of branded 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.
- 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 a developer of cannabis industry compliance software in connection with its Series A and Series B funding rounds.
- 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 a venture capital fund in connection with regulatory and other fund formation issues with the raising fund.
- Assisted with structuring for-profit management companies for nonprofit cannabis dispensaries with cannabis-related services, including agreements and intellectual property licensing.
- Represented dispensaries, management companies and cannabis-related startups in debt and equity financing matters.
- Represented a multinational cannabis holding company, in connection with a convertible note offering.
- Handled the purchase and sale of numerous cannabis business licenses in California, Colorado, and Oregon.
- 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.
- 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 plans to expand into the cannabis sector.
- Represented a device manufacturer on plans to enter the cannabis market and a 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 industry.
- Represented a transfer agent and financial administrator on cannabis regulatory matters.
- 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.
- Provided numerous regulatory opinions to underwriters and auditors regarding the state-legal activities of direct and ancillary cannabis companies.
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.