Cannabis in Canada

Bennett Jones LLP

The cannabis team at Bennett Jones LLP offers dedicated transactional, regulatory and litigation services for a range of national cannabis producers. Toronto-based Curtis Cusinato and Gordon McKenna advised on CMG Partners’ $282m SPAC offering, the largest cannabis-industry SPAC in history. It also leverages the firm’s broader insolvency practices to advise on a number of restructurings in the industry. On the regulatory side, it offers expertise with packaging and labelling, consumer health as well as new Health Canada rules. The practice is led by Aaron Sonshine and Dominique Hussey from Toronto. Sonshine focuses on the transactional side of the practice, with experience in a number of cannabis-sector mergers, financings and corporate governance matters. Hussey is a seasoned litigator, acting in IP, marketing and labelling matters, with a broad range of pharmaceutical and product experience. Angela Blake is well regarded for her expertise in corporate restructuring, whiles Melissa Dimilta provides key IP litigation support to the cannabis team.

Practice head(s):

Aaron Sonshine; Dominique Hussey

Key clients

Cresco Labs

TerrAscend Corp.

48North Cannabis Corp.

3 Sixty Risk Solutions Ltd.

HTC Purenergy Inc.

Beleave Inc.

CannTrust Holdings Inc.

Mettrum Ltd.

Empower Clinics Inc.

TruTrace Technologies Inc.

Work highlights

  • Advised CMG Partners (dba Caliva) on its acquisition by Subversive Capital Acquisition, the largest cannabis SPAC in history.
  • Advised Pyxus International, a publicly traded company in the US, on the first-ever cross-border cannabis and speciality products listing on the Toronto Stock Exchange.
  • Advised All Nations Cannabis (ANC) on establishing on-reserve cannabis production and retail operations in British Columbia, Saskatchewan and Ontario, and assisting ANC with the negotiation of Province-to-Indigenous government co-equal governance agreements.

Cassels Brock & Blackwell LLP

The cannabis practice at Cassels Brock & Blackwell LLP offers full coverage of the industry, advising on major transactions and the gamut of regulatory matters. It has a growing practice advising on cross-border capital markets work, providing opportunities for Canadian companies to list on international exchanges and foreign companies to list in Canada. Significant M&A is another key focus area, with the team most notably advising Canopy Growth on its $3.4bn acquisition of US operator Acreage Holdings. Other key areas of specialism include restructurings and debt financings. Its regulatory arm includes a focus on IP, branding and financial regulation. Jonathan Sherman and Leonard Glickman lead the team, with Sherman offering particular expertise in M&A and capital markets transactions. Jamie Litchen offers further M&A experience, with an emphasis on cross-border work, and advisor John Vettese advises on securities matters. Chandimal Nicholas is a key name for regulatory work. All named lawyers are based in Toronto.

Key clients

Canopy Growth Corporation

Canopy Rivers Inc.

Eight Capital

Harvest Health & Recreation Inc.

JW Asset Management

Ernst & Young Inc.

Sessions Cannabis

Indus Holdings, Inc.

MedMen Enterprises Inc.

Work highlights

  • Acting for Canopy Growth Corporation on its $3.4bn acquisition of US multi-state operator Acreage Holdings.
  • Structured the transaction between Canopy Growth and TerrAscend, to provide a C$100m loan with a warrant to acquire common shares in TerrAscend following US regulatory changes.
  • Advised A1 Cannabis Company on the launch of its first-to-market cannabis-infused beverages in Ontario.

Dentons

With a strong global platform, Dentons acts for cannabis-sector clients on a number of key transactional and regulatory matters. In addition to advising retailers and producers, the team also assists financial service providers, including as lenders and investors, on their operations within the cannabis sector. In M&A, practice head Eric Foster advised Fire & Flower on its acquisition of Friendly Stranger Holdings, to make it the largest cannabis retailer in the Canadian market. On the regulatory side, the team has considerable strengths in product marketing, distribution and clinical trials, with a growing emphasis on non-traditional offerings, including edible cannabis products. Other key practitioners include Kimberly Burns, who offers expertise advising global cannabis companies on public and private acquisitions, as well as Nicole Bacsalmasi, who leads the cannabis team based in Alberta. While Shea Coulson departed to McMillan LLP, the team has been bolstered by the recruitment of health law expert Rose Carter QC.

Practice head(s):

Eric Foster

Other key lawyers:

Kimberly Burns; Nicole Bacsalmasi

Testimonials

‘Outstanding client service and expertise.’

‘Eric Foster’s understanding of the marketplace evolution is unparalleled.’

‘Deep bench of subject matter experts in various areas that have a solid foundation in the industry.’

‘Commercially-minded but always provide the full view of risks. Do not hesitate to make a recommendation when asked. Good drafters and negotiators.’

Key clients

Tuatara Capital, L.P.

Roynat Inc.

Fire & Flower Holdings Corp.

Green Leaf Medical, LLC

Bank of Montreal

Canopy Growth Corporation

Clever Leaves Holdings Inc.

SLANG Worldwide Inc.

Halo Collective Inc.

Gage Growth Corp.

Greenlane Holdings Inc.

PharmaCann Inc.

Green Thumb Industries

MMJ Group Holdings Limited

WeedMD Inc.

Cantor Fitzgerald Canada Corporation

Canaccord Genuity Corp.

Echelon Wealth Partners

Work highlights

  • Served as counsel to Fire & Flower Holdings in connection with multiple key acquisitions and debt and equity offerings.
  • Advised Halo in connection with various transactions, including debt financing, financings, debt acquisitions and acquisitions.
  • Advising ATB Capital Markets in connection with HEXO Corp.’s C$34.5m at-the-market equity program.

Blake, Cassels & Graydon LLP

Blake, Cassels & Graydon LLP takes a holistic approach to its cannabis practice, providing a full range of both broad corporate advice as well as dedicated cannabis regulatory support. The team has been involved in numerous high-value M&A deals in the sector, most notably the C$5bn merger of Aphria and Tilray, the largest cannabis merger in Canadian history; Vancouver-based practice head Kathleen Keilty led advice on the merger, and has also led on multiple capital markets deals. In addition, the department has notable experience in cross-border deals, with particular connections to the European market. On the regulatory side, the team offers expertise not only in product licensing and marketing, but also in IP and government relations. The team has particular expertise working with First Nations on their cannabis regimes, advising the largest First Nations producers and retailers. Tricia Kuhl heads up the Montreal Group, offering international cannabis expertise. Chris Nyberg leads the Toronto practice.

Key clients

BMO Capital Markets Corp.

Canopy Rivers Inc.

Chemistree Technology Inc.

Cronos Group Inc.

Evolve Funds Group Inc.

Horizons ETFs Management (Canada) Inc.

Jeffries LLC

TerrAscend Corp.

Tilray, Inc.

Trec Brands Inc.

Work highlights

  • Advised Tilray on its C$5bn merger with Aphria.
  • Advised ATB Financial as secured lender in restructuring matters with multiple cannabis licenseholders.
  • Acting as defence counsel to the two lead underwriters in the securities class action commenced against HEXO Corp.

Gowling WLG

Clients of Gowling WLG benefit from the firm's national range of offices, which advise across the provinces. The cannabis team offers strong M&A expertise, as well as experience advising cannabis companies on capital markets matters, with recent highlights including its advice to IM Cannabis on its listing on Nasdaq, as well as marketing $35m of common shares. On the regulatory side, the practice is notable for including an integrated science team to help determine labelling requirements for new products. It also provides support to a number of retailers on product marketing regulations. The Toronto-based Peter Simeon and Ottawa-based Lewis Retik jointly lead the practice, focusing on capital markets and product regulations, respectively. Natalie Rizkalla-Kamel stands out for her IP litigation work in the cannabis sector.

Practice head(s):

Lewis Retik; Peter Simeon

Other key lawyers:

Natalie Rizkalla-Kamel

Testimonials

‘The lawyers are attentive to the clients’ needs in responding with timely relevant information and advice when required.’

Natalie Rizkalla-Kamel is an outstanding lawyer, with amazing client service. She always makes herself available and makes me feel like I’m her most important client.’

‘Jason Saltzman and Joseph McDonald have been very responsive to our needs and requests for information and advice in a relevant and timely manner.’

‘Gowlings is known for being the best team for IP within the CPG and cannabis industry.’

Key clients

Bluma Wellness Inc.

IM Cannabis Corp.

SOL Global Investments Corp.

Khiron Life Sciences Corp.

Franchise Cannabis Corp.

Phivida Holdings Inc.

Truss Beverages

Canopy Growth Corporation/Tweed Farms Inc.

TREC Brands

Innocan Pharma Corporation

Aleafia Health Inc.

MichiCann Medical Inc.

Red White & Bloom Brands Inc.

NWN Scientific

Innoca Botanicals

Lifted Innovations Inc.

Work highlights

  • Served as counsel to Bluma Wellness in its proposed acquisition by Cresco Labs in an all-share transaction at an equity value of $213m.
  • Served as counsel to IM Cannabis Corp in its $35m public offering, as well as its entry into the Canadian recreational cannabis market.
  • Advised Lobe Sciences on the sale to Ionic Brands Corp of Lobe’s non-core cannabis assets.

McCarthy Tétrault

McCarthy Tétrault offers high-end transactional services to its cannabis-sector clients. It has been involved in major restructurings, with Ranjeev Dhillon and Rami Chalabi notably advising Aurora on the restructuring of the C$25.9m it is owed by Choom Holdings. The team has also advised on a number of significant acquisitions. Due to its office base not only in the major commercial centres of Toronto, Calgary, Vancouver and Montreal, but also in New York and London, the practice is well placed to help its clients access global markets. Dhillon jointly leads the team with Awanish Sinha, who focuses on corporate litigation. Eric Block is also known for his litigation work, with a particular emphasis on class actions.

Practice head(s):

Ranjeev Dhillon; Awanish Sinha

Other key lawyers:

Rami Chalabi; Eric Block

Key clients

Truss Beverage Co.

Tidal Health Solutions Ltd.

CannTrust Holdings Inc.

Aphria Inc.

Sundial Growers Inc.

Aurora Cannabis Inc.

Canopy Growth Corporation

Tilray Inc.

Auxly Cannabis Group Inc.

Canadian Imperial Bank of Commerce

TILT Holdings Inc.

AV Cannabis Inc.

Greenhill & Co.

The Valens Company

Feather Company Ltd.

420 Investments Ltd.

Canaccord Genuity Corp.

Bank of Montreal

Sunens Inc.

Burb Cannabis Corp.

Work highlights

  • Advised Sundial Growers on its proposed acquisition of Inner Spirit Holdings, a multi-province licensed cannabis retailer, by way of a statutory plan of arrangement.
  • Advised The Valens Company on its proposed acquisition of all of the issued and outstanding shares of LYF Food Technologies.
  • Advised Truss Beverage, a joint venture between Molson-Coors and HEXO Corp., on the launch of five new cannabis-infused beverage brands in Canada.

Torys

Torys draws on 16 years of experience working with the cannabis industry, providing advice to banks, pension funds and blue-chip companies, as well as advising licensed producers. It offers significant M&A and capital markets expertise, advising on multiple consolidating acquisitions, IPOs and follow-on offerings. Much of this is thanks to the firm’s full-service New York office, which offers high-end cross-border advice. It also has a key focus on medical cannabis, where it covers both regulatory and transactional matters. Eileen McMahon and Cheryl Reicin jointly lead the team from Toronto, focusing on transactional and cannabis-related pharmaceutical issues, respectively. Teresa Reguly is also noteworthy for her IP, advertising and marketing work on behalf of cannabis growers, and Frazer House is known for his corporate law work.

Practice head(s):

Eileen McMahon; Cheryl Reicin

Other key lawyers:

Teresa Reguly; Frazer House

Testimonials

‘Very knowledgeable and easy to bounce ideas around with.’

‘Very hardworking, and easy to work with. Efficient with hours.’

Key clients

Village Farms International. Inc.

Trichome Financial Corp.

Enveric Biosciences

Opticann, Inc.

Canaccord Genuity Corp.

The Green Organic Dutchman Holdings Ltd.

1909203 Ontario Inc.

Experion Holdings Ltd.

Cryptologic Corp.

Work highlights

  • Advised Village Farms International on its C$61m acquisition of all outstanding shares of Pure Sunfarms Corp from Emerald Health Therapeutics.
  • Advised Trichome Financial in the C$16m acquisition by its subsidiary Trichome JWC Acquisition Corp. of substantially all of the assets of James E. Wagner Cultivation Corporation.
  • Advised Opticann on its sale of all outstanding shares to Heritage Cannabis Holdings.

Aird & Berlis LLP

Aird & Berlis LLP provides a broad commercial offering to its cannabis industry clients, with expertise in financing, M&A and capital markets work. The team acts across the medicinal and recreational sectors, with clients including packagers, producers, distributors and investors. It is particularly well known for its early-stage company work, offering experience on go-public transactions on the TSX, TSXV, CSE and NEO. The team also offers advice on regulatory, litigation and cross-border matters. Richard Kimel and Sherri Altshuler co-lead the team out of Toronto. Altshuler stands out for her financing expertise, which she deploys to advise both American and Canadian cannabis companies, and Kimel provides advice on go-public transactions on Canadian stock exchanges.

Practice head(s):

Sherri Altshuler; Richard Kimel

Other key lawyers:

Jeffrey Merk

Key clients

Shawn “Jay-Z” Carter

Parallel

Keystone Canna Remedies

Harborside Inc.

MediPharm Labs Corp.

LYF Food Technologies

The Green Organic Dutchman

Nextleaf Solutions Ltd.

Ernst & Young

Bank of Montreal

Greenway Greenhouse Cannabis Corporation

Eve & Co.

Harvest One Cannabis Inc.

Work highlights

  • Acted as legal counsel to Shawn “Jay-Z” Carter and his affiliate entities in completing the acquisition of Caliva and Left Coast Ventures.
  • Served as counsel to Parallel in connection with its proposed $1.884bn business combination with Ceres Acquisition Corp.
  • Represented Keystone Canna Remedies as Canadian legal counsel in its $70m acquisition by TerrAscend Corp.

DLA Piper (Canada) LLP

DLA Piper (Canada) LLP advises a number of cannabis companies across the full range of corporate law matters. The team has particular expertise advising emerging companies in the sector, with strong links to venture capital and private equity both in Canada and abroad. It also has strong M&A experience, having advised Aphria on its $8.2bn reverse takeover of Tilray. Robert Fonn leads the global and Canadian team from Toronto, advising investors and producers on key cannabis industry matters. The team also grew significantly in 2021, recruiting Denis Silva, Michael Reid and Colin Brousson.

Practice head(s):

Robert Fonn

Key clients

Acreage Holdings, Inc.‎

Aphria

Alternative Medical Enterprises, LLC

Canaccord Genuity Corp.‎

Charlotte’s Web Holdings, Inc.‎

Eden Empire

HEXO Corp. (Previously The Hydropothecary Corporation)

Althea Group Holdings Ltd

The Flowr Corporation

Trulieve Cannabis Corp.

Wikileaf Technologies

James E. Wagner Cultivation Corp.

Eight Capital

CannaRoyalty Corp.

Avicanna Inc.

CannTech PA LLC

GSD NJ LLC

Work highlights

  • Represented Aphria in its reverse takeover of ‎Tilray.
  • Acting for Trulieve Cannabis in its proposed $2.1bn acquisition of Harvest Health & Recreation.
  • Advised Ascend Wellness Holdings‎ on its $92m cross-border initial public offering.

Fasken

Fasken's cannabis practice stands out for its significant regulatory expertise, regularly providing regulatory support to producers, distributors and retailers. In addition to marketing and labelling work, it also advises on applications for retail licenses, potential draft legislation, and matters relating to recalls and testing. It has a growing practice with newly legalized products, including edibles, extracts and topical products. The team also offers a transactional practice, focusing on M&A and corporate financing. Barbara Miller heads the team from Toronto, and stands out for her significant experience in cannabis-related licensing matters. Kosta Kostic joined the team from McMillan LLP; he has experience advising cannabis companies on capital markets matters.

Practice head(s):

Barbara Miller

Other key lawyers:

Kosta Kostic

Key clients

Verano Holdings, LLC

Tilray

The Flowr Corporation

BZAM Management Inc.

BZAM Holdings Inc.

BZAM Cannabis Corp.

Flower One Holdings Inc.

Aleafia Health Inc.

Canaccord Genuity Corp.

Neptune Wellness Solutions Inc

Ring International Holding AG

Maricann Inc

CanAdelaar B.V.

Beacon Securities Limited

Work highlights

  • Advising Aphria Inc on its merger with Tilray, resulting in the world’s largest cannabis company by revenue.
  • Advising The Flowr Corporation on its strategic acquisition of Terrace Global.
  • Represented Grant Thornton, in its capacity as court-appointed monitor of Beleave Inc. and certain of its subsidiaries in CCAA proceedings.

Goodmans LLP

The cannabis department at Goodmans LLP offers extensive corporate support to its clients across M&A, capital markets deals and restructurings. The team primarily works with licensed producers, having worked with many from the early days of the legal cannabis market. It also has a strong cross-border capacity, advising American and Latin American companies on access to the Canadian market, and vice-versa. It also has experience in regulatory matters, advising on marketing, IP and R&D issues. Victor Liu and Neil Sheehy lead the team from Toronto, both focusing on corporate finance and transactions. David Coll-Black is also noteworthy, having advised on many IPOs and SPACs.

Practice head(s):

Victor Liu; Neil Sheehy

Key clients

Altria Group, Inc.

Aegis Brands

King Street Capital

Cura Partners

Mettrum Health

Ontario Cannabis Retail Corporation

Fire & Flower Inc.

AltaCorp Capital Inc.

Canaccord Genuity

GMP Securities L.P.

Tiger Global Private Investments

OrganiGram Holdings Inc.

Perfect Plants

Eight Capital

Subversive Capital

Ignite International

Delvira Corp.

Mercer Park

Materia Ventures

Dalton Pharma Services

Sisu Extracts (SISU)

Work highlights

  • Advised on British American Tobacco PLC’s $221m investment into Organigram Holdings.
  • Acted for Subversive Real Estate Acquisition REIT, a special purpose acquisition company, in relation to its qualifying transaction to combine with InterCure.
  • Representing Cura Partners in connection with a definitive agreement to have its state-regulated cannabis business acquired by Curaleaf Holdings in an all-stock transaction valued at C$1.27bn.

Stikeman Elliott LLP

The cannabis team at Stikeman Elliott LLP balances a strong transactional and regulatory practice, and has acted on a number of major acquisitions. The team also has a strong capital markets offering, advising on IPOs, RTOs and various follow-on offerings; Toronto-based co-head Donald Belovich focuses on this side of the practice, with a particular emphasis on IPOs and complex corporate reorganisations. On the regulatory side, the practice stands out for its strength in licensing, advising on packaging and labelling, marketing and advertising requirements in the strict cannabis industry. Sara Zborovski heads up this arm, advising on product licensing and development, as well as Health Canada regulations.

Practice head(s):

Donald Belovich; Sara Zborovski

Key clients

Ceres Acquisition Corp

Columbia Care Inc

Zenabis Global Inc

Yooma Corp.

Ayr Strategies Inc.

The Valens Company Inc.

ATB Capital Markets Inc.

Green Tank Technologies Corp.

Curaleaf Holdings Inc.

Jushi Holdings Inc

Work highlights

  • Acted as counsel to Jushi Holdings in a pair of major share offerings.
  • Acting as counsel to Yooma Corp. in connection with its reverse takeover of Globalive Technology.
  • Acted as counsel to Ayr Strategies in a $110m offering of 12.5% senior secured notes, and a $157.6m offering of subordinate voting shares.

Smart & Biggar

Boutique IP firm Smart & Biggar maintains a broad cannabis regulatory practice, working with both cannabis industry clients as well as those seeking to enter the market. Of particular note is its broad understanding of Health Canada’s rules regarding licensure, importing/exporting and marketing, in addition to its expertise in brand protection and trademarks in the young industry. Alice Tseng leads the team from Toronto, offering broad expertise across the life sciences industry. The firm also fields experienced attorneys in Montreal, Vancouver and Ottawa.

Practice head(s):

Alice Tseng

Other key lawyers:

Yoon Kang

Key clients

Aurora Cannabis

Work highlights

  • Advised Aurora Cannabis on the preparation and filing of trademark and patent applications.