Cannabis law

Global Publication April 2018

This year, Canada’s federal government laid out plans to legalize the sale of adult use cannabis. If this legislation passes, Canada will be the largest developed nation to end the prohibition on cannabis. With the imminent shift, there are many new opportunities for businesses operating across the industry.

We have worked with clients operating under the medical cannabis regime, and are working with companies in identifying risks and preparing for opportunities emerging from the newly-proposed adult use cannabis regime. We have extensive experience and a proven track record in providing strategic guidance to companies at the preliminary licensing stage, through expansion and diversification of their cannabis-related portfolios.

Our lawyers have a deep understanding of the existing and emerging cannabis industries enabling us to provide our clients with practical commercial, regulatory and strategic advice. We have advised key industry players across the value chain, including producers, investors, research and developers and technology providers.

Our lawyers have Cannabis experience in

Corporate and commercial – We advise on equity and debt financings, private placements, initial public offerings, corporate governance, electronic commerce and Internet agreements, equity compensation plans and tax planning, as well as on strategic partnerships, joint ventures and mergers and acquisitions within the industry (domestic and cross-border).

Compliance, regulation and licensing – We advise on the regulation of medical cannabis, licenses under the Access to Cannabis for Medical Purposes Regulations (ACMPR) regime, Health Canada compliance and standard operating procedures, privacy and data protection, as well as on security requirements for growth and distribution facilities. We have in-depth knowledge of the Controlled Drugs and Substances Act, the ACMPR and the Narcotic Control Regulations, as well as the proposed Cannabis Act, and regularly advise clients on the requirements of these regulatory regimes.

Commercialization and licensing – We advise on agreements that will assist our clients in bringing their innovations and products to market from licencing arrangements to distribution and supply agreements. We have significant experience related to cross-border licensing for cannabis-based products and supply agreements.

Intellectual property – We advise on patent applications relating to wide variety of cannabis-related innovation, including covering the systems and procedures associated with planting, growing, harvesting, processing, diagnostics and delivery mechanisms of cannabis. We are also experienced in drafting and negotiating licenses for cannabis-related intellectual property, as well as providing strategic advice for the branding of cannabis products and services, including managing and securing branding portfolios, and all aspects of social media and domain names. We have advised on the protection and filings related to Plant Breeders’ Rights.

In Canada, our experience includes acting for

  • MedReleaf Corp. in its initial public offering (including its TSX listing) and additional public offerings raising gross proceeds of approximately C$300m. We also advised MedReleaf on electronic commerce and data protection matters, and on two credit facilities totalling C$27.5m.
  • Apollo Applied Research Inc. on various matters including its acquisition by Mettrum Health Corp. (now Canopy Growth Corporation).
  • Farmacopeia Inc., an applicant to be licensed under the ACMPR, in respect of regulatory issues, equity and debt financings, employment matters, trademarks, and real estate and construction matters.
  • A Canadian technology company holding intellectual property related to the consumption of medical marijuana.
  • Whoopi & Maya, a company founded by Whoopi Goldberg, in drafting and negotiating arrangements for commercial exploitation of cannabis-based products for women, and prosecuting related trademark applications.
  • Friday Night Inc., a manager for US-based medical and adult use marijuana producers, with respect to its transfer from the TSX Venture Exchange to the Canadian Securities Exchange, equity and debt financings, and acquisitions.
  • Cura-Can Health Corp, a private federally incorporated company, on its acquisition of the assets of Canadian Cannabis Corp. and the Clinic Network Inc., as well as equity financings, acquisitions and its “go-public” strategy.
  • A licensed US-based medical marijuana and hemp product producer on its proposal to go public in Canada.
  • Supreme Pharmaceuticals Inc. with respect to its listing on the Canadian Securities Exchange,
    making it the second medical marijuana producer to go public in Canada. We also advised Supreme on three private placements totalling $5.3m, and on the negotiation, preparation and execution of a wholesale master supply agreement between Supreme and a licensed provider of medical marijuana.
  • Whistler Medical Marijuana Corporation, a licensed producer and distributor of dried and fresh marijuana and cannabis oils under the ACMPR, in respect of equity and debt financings, strategic partnerships and joint ventures (domestic and cross-border), distribution and supply agreements, employment matters, trademarks, patents, branding and marketing, and real estate acquisition and leasing matters.
  • Keirton Inc., a provider of specialty automated crop harvesting solutions, in connection with a complicated shareholders’ arrangement and licensing arrangements.
  • A Nanaimo-based company which holds a dealer’s licence under the Narcotic Control Regulations and provides quality control, quality assurance methods, testing and analytics services to the cannabis industry, with respect to a private placement offering.
  • A variety of companies with licensed producer applications in process under the ACMPR, including providing advice with respect to licensed producer application completion, regulatory compliance, security requirements, real estate, employment and financing matters. We also provide transaction and structuring advice with respect to a sale, by way of share exchange with a TSXV-listed company, for a client that has a licensed producer application in process under the ACMPR.
  • A Vancouver-based cannabis concentrate producer, providing advice regarding regulatory requirements and compliance, organizational/structuring matters, shareholders disputes, trademarks, trade secrets, licensing agreements, employment matters, and strategic partnerships and joint ventures, both domestic and cross-border.
  • A shareholder of a producer and distributor of fertilizers for the domestic and international cannabis industry in connection with a lengthy and protracted shareholders’ dispute and several trademark registrations for a resulting new company.

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