Our Cannabis Group has been advising MSOs, single-state operators, investors and lenders, and ancillary companies since the earliest days of the legalization of medical cannabis in U.S. East Coast states and beyond. Our full-service team is national and international in scope and has provided advice on the largest mergers and acquisitions in the industry to date. We provide advice to lenders and borrowers on debt facilities and debt restructuring, and represent public companies traded on both U.S. and Canadian exchanges.
Our regulatory specialists are experts in the regulatory nuances in all U.S. States, including with regard to ownership and control limitations, compliance and enforcement, and transactional due diligence. We have navigated companies to successful resolution of high-stakes investigations and enforcement proceedings in Massachusetts, New Jersey, and New York. And, our team of application specialists and copywriters have drafted and provided strategic advice on numerous winning competitive license applications in the most high-stakes jurisdictions, such as Georgia, Alabama, New Jersey, Virginia, and more.
The Cannabis Group includes Labor and Employment specialists experts in collective bargaining negotiations, Labor Peace Agreements, executive compensation, and successfully responding to union campaigns. The team includes FDA specialists, IP and Trademark attorneys with a record of successfully obtaining patent protection for cannabis and cannabinoid companies, real estate, and other specialists.
Areas of Focus
Medical and adult-use cannabis businesses face a complex set of federal and state laws and regulations that apply to cultivation, processing and dispensing cannabis, as well as to ancillary services. Lawyers in Foley Hoag’s Cannabis Practice have assisted both public and private cannabis companies with:
Major mergers and acquisitions
Formation of cannabis funds
Corporation formation, early stage company issues, and other business counseling
Winning competitive licenses at the state and local level
All phases of state and local permitting
Regulatory compliance
Government and public strategies
Real estate transactions
Intellectual property matters, including registration and defense of trademarks
Banking and finance issues
FDA and FTC compliance and legislative interaction
Business and investor disputes
Employment matters
Labor relations and union organizing
Cannabis Applications
Foley Hoag has a core Applications team that has worked on more than 40 competitive cannabis license applications.
We represented The Valens Company in its underwritten “bought deal” offering of units resulting in gross proceeds to the company of approximately CDN$32.3 million
We represented The Valens Company in gaining approval for an application to list its common shares on the Nasdaq Capital Market under the symbol "VLNS"
We represented High Fidelity, Vermont’s largest medical cannabis company, in its $25 million sale to cannabis consumer packaged goods and brands company SLANG Worldwide
Ranked nationally as a leading law firm in Chambers USA 2026
Benzinga
Named the Best Cannabis Law Firm at the Benzinga Cannabis Awards, an award given to the law firm that “best understands the legal landscape in cannabis in the US and beyond”
Best Lawyers
55 Foley Hoag lawyers were listed in the 2025 edition; 2 attorneys named "Lawyer of the Year" and 38 attorneys recognized as “Ones to Watch”
The Insider 100: Cannabis Power List
Counsel Michael McQueeny was named to The Insider 100: Cannabis Power List for the state of New Jersey, a recognition of the top 100 voices involved in the movement to end the state of New Jersey’s prohibition of cannabis
Our clients tell us that we add particular value to the deal because we understand their business, the market in which they compete, and how the transaction fits into their larger business goals
Our attorneys have deep knowledge of federal and state labor and employment law and help companies manage their workplace legal issues
Experience
Capital Markets
ATB Capital Markets and its U.S. affiliate in connection with:
Canopy Growth Corp.’s (TSX: WEED)(Nasdaq: CGC):
registered direct offering of up to US$150 million of senior unsecured convertible debentures
private placement of US$35 million of units (common shares and warrants)
private placement of up to US$50 million of units (common shares and warrants)
TerrAscend Corp’s (TSX:TSND) (OTCQX :TRSSF) private placement of US$20 million of units and convertible debentures
The Cannabist Company Holdings Inc.’s (Cboe CA: CBST) (OTCQX: CBSTF) (FSE: 3LP) private placement of US$25.75 million of convertible debentures
Acreage Holdings, Inc.’s (CSE: ACRG.A.U, ACRG.B.U) (OTCQX: ACRHF, ACRDF) private placement of US$10 million of units (convertible debentures and warrants)
High Tide Inc.’s (Nasdaq: HITI) (TSXV: HITI) (FSE: 2LYA) at-the-market equity offering up to C$30 million of common shares
Auxly Cannabis Group Inc.’s (TSX: XLY) (OTCQX: CBWTF) C$15 million bought deal offering and concurrent U.S. private placement of units (common shares and warrants)
Trulieve Cannabis Corp. (CSE: TRUL) (OTCQX: TCNNF) in connection with its
US$350 million private placement of 8% Senior Secured Notes due 2026
US$228 million underwritten public offering of subordinate voting shares
C$115.5 million offering of subordinate voting shares
initial Registration Statement on Form S-1 in U.S. and subsequent filings
The Valens Company, (Nasdaq: VLNS) (TSX: VLNS) (now a subsidiary of SNDL, Inc., NASDAQ: SNDL), a leading manufacturer of cannabis products, in connection with its:
C$32.23 million bought deal offering of units, including the exercise of the underwriters’ over-allotment option
C$40 million bought deal public offering and concurrent U.S. private placement
Nasdaq Capital Market listing of its common shares
Ascend Wellness Holdings (OTCMKTS: AAWH) in its US$235 million private placement of 12.75% Senior Secured Notes due 2029
Echelon Wealth Partners Inc. and its U.S. affiliate in connection with its service as placement agent in a C$10.0 million bought deal public offering and concurrent U.S. private placement for High Tide Inc. (NASDAQ: HITI)(TSXV:HITI)(FSE:2LYA)
Mergers and Acquisitions
The Cannabist Company (f/k/a Columbia Care Inc.) (OTCMKTS: CCHWF) in a number of matters, including:
in the closing of the sale of its 14 Florida dispensaries and two cultivation and manufacturing facilities to MINT Cannabis and SHANGO
in a US$105 million transaction with Verano Holdings Corp. The deal involved one cultivation and production facility in Virginia and one cultivation facility, one production facility and two dispensaries in Arizona
its acquisition of Green Leaf Medical, LLC, a fully-integrated cannabis multi-state operator based in the mid-Atlantic region, for approximately US$240 million with the potential for additional performance-based milestone payments
its US$69 million acquisition of Project Cannabis, a leading California cannabis cultivator, wholesaler and retailer
its US$140 million acquisition of The Green Solution, a Colorado-based vertically integrated cannabis company
its acquisition of vertically integrated cannabis company Medicine Man Denver for US$42 million plus additional potential performance-based milestone payments
Ascend Wellness Holdings (OTCMKTS: AAWH) in a number of matters, including:
its proposed majority investment in MedMed New York
its acquisition of Greenleaf Compassion Center, a vertically integrated Cannabis company that holds one of the original six Alternative Treatment Center licenses in New Jersey
MariMed, (CSE: MRMD)(OTCQX: MRMD), in its acquisition of Ermont, a state licensed, vertically integrated medical marijuana treatment center, from a receivership sale conducted in Massachusetts
Trulieve Cannabis Corp. (CSE: TRUL) (OTCQX: TCNNF) in asset purchases of a Final Marijuana Retailer License in Worcester and a Provisional Marijuana Retailer License in Framingham, and related entitlements
New England Treatment Access, LLC (NETA) in its sale to Surterra Wellness (n/k/a Parallel)
The Valens Company Inc. (Nasdaq: VLNS) (TSX: VLNS), in its US$60 million acquisition of Green Roads
Cultivate Holdings in its sale to Cresco Labs (CSE: CL) (OTCQX: CRLBF) (FSE: 6CQ) for upfront consideration equal to US$90 million plus an earnout of up to US$68 million
Ethos Cannabis in US$18 million acquisition of 4Front Venture Corp’s (CSE: FFNT) (OTCQX: FFNTF) assets in Pennsylvania and Maryland, including five operating dispensaries
Represented buyer or seller in 20+ transactions of acquisition or sale of New York or New Jersey retail, processing and cultivation licensees
Private company in acquisition of Florida MMTC
MSO in acquisition of chain of Michigan dispensaries
MSO in US$60 million acquisition of cannabis company
U.S. counsel to national operator in RTO with NEO-Exchange-traded company
Debt Finance
FocusGrowth Asset Management, LP (FocusGrowth), a leading capital provider to the cannabis sector, as agent and lender on an up to US$140 million syndicated senior secured term loan facility to TerrAscend Corp., a North American cannabis company
Acreage Holdings Inc., (CSE: ACRG.A.U, ACRG.B.U) (OTCQX: ACRHF, ACRDF) a leading multi-state operator in the cannabis industry, in a refinancing of their amended and restated 2024 term loan facility with Viridescent Realty Trust, whereby SRS Acquiom replaced Viridescent Realty Trust as agent, and Millstreet Capital Management purchased the loans from Viridescent Reality Trust as lender
Chicago Atlantic, as lender, in a term loan facility with Nova Farms LLC and its affiliates and subsidiaries, as borrowers, with a commitment amount of US$20 million Borrowers will use the proceeds of the Loans, in part, for Connecticut retail and New Jersey manufacturing buildouts as well as for redemption payments to certain equity holders
Ascend Wellness Holdings (OTCMKTS: AAWH) in:
its US$210 million Senior Secured Term Loan with Seaport Global Securities LLC as lead manager
several syndicated debt offerings
its US$235 million private placement of 12.75% Senior Secured Notes due 2029
Nasdaq-listed credit union in extending numerous credit facilities to cannabis operators in multiple states
Trulieve Cannabis Corp. (CSE: TRUL) (OTCQX: TCNNF) in its US$350 million private placement of 8% Senior Secured Notes due 2026
Cannabis vaporizer company in negotiation of revolving credit facility
Multiple investors, lenders and operators in structuring complex joint ventures with convertible notes, working capital and construction loans
Competitive Cannabis Application Drafting and Project Management
Dozens of winning competitive cannabis applications in more than 10 states, including:
Drafted exhibits and project managed two winning Integrated Facility applications out of a total of five nominated for award by the Alabama Medical Cannabis Commission
Assisting Trulieve Cannabis Corp. (CSE: TRUL) (OTCQX: TCNNF) in drafting the second-highest-scoring Application out of 69 competitive applications in the State of Georgia, receiving a Notice of Intent to Award one of only two Class 1 Production Licenses
Drafting and corporate structuring for second-highest-scoring highest scoring Alabama Integrated Facility Application and one of only five licenses available
Drafting application in 2018 New Jersey competitive RFP for Vertically Integrated ATCs with client NETA NJ that scored highest out of applications from more than 146 applicants
Drafting and corporate structuring for three social equity cultivator applicants in Connecticut, and project managed applications
Drafting winning cultivator ATC application in 2019 New Jersey competitive RFP
Project managing, advising and drafting applications for multiple clients with winning Ohio RFA-2 Provisional Dispensary Awards, and counseled on related corporate structuring
Drafting narratives, project management and compilation of all ownership and financial source documentary information for more than two dozen applications to New Jersey Cannabis Regulatory Commission, and counseled on related corporate structuring
Assisting clients in drafting applications to Massachusetts Cannabis Control Commission for state marijuana establishment licenses, and successfully securing critical zoning and local approvals
Drafting and project management of numerous additional competitive RFP applications in Virginia, Illinois, Missouri, Pennsylvania, and Utah, including multiple winning applications
Drafted and projected more than 75 medical cannabis business applications in the Commonwealth of Kentucky
Regulatory and Government Affairs
Numerous clients in securing positive resolution of licensing, compliance, and enforcement issues with Massachusetts Cannabis Control Commission, New Jersey Cannabis Regulatory Commission and the New York Office of Cannabis Management
General Counsel to the New Jersey Cannabis Trade Association, (NJCTA), the trade association for the licensed Alternative Treatment Centers, and several of its members
Assisted C3 industries in first of its kind regulatory approval allowing an entity to hold ownership in more than one adult-use-only retail store in New Jersey
Drafted comments on U.S. Department of Justice’s Notice of Proposed Rulemaking on behalf of U.S. Cannabis Council, the largest United States trade organization representing businesses, organizations and individuals with a mission to equitably legalize regulated cannabis in the United States
Real Estate
Trulieve Cannabis Corp. (CSE: TRUL) (OTCQX: TCNNF) in a sale-leaseback transaction with Innovative Industrial Properties, Inc.
The Cannabist Company (f/k/a Columbia Care Inc.) (OTCMKTS: CCHWF) in its US$42.5 million acquisition of the Van de Wetering Greenhouses
Large real-estate investor in multiple cannabis-related acquisitions
Intellectual Property
The Cannabist Company (f/k/a Columbia Care Inc.) (OTCMKTS: CCHWF) in national and state-level intellectual property, patent and trademark filings and related matters
Cannabinoid extraction technology company in successful U.S. patent application
Multiple clients in managing trademark filings
Numerous brands and manufacturers in various jurisdictions in white-label, contract manufacturing and related agreements
Early Company / Financing
Several qualified social equity applicants on founder matters, corporate structuring, financing, and regulatory compliance
Dozens of early-stage operators and ancillary companies in the private placement of convertible notes, SAFEs, Series A and Series B equity offerings
Private Funds
Holding Company for MSO’s subsidiaries in five states and $70 million capital raise
Cannabis-focused venture fund and parallel fund for direct investments on fund and launch
Cannabis-focused debt finance fund on structuring and launch
Litigation
Medical marijuana patients in successful challenge to the Governor’s temporary ban on the sale of cannabis vaporizer products in Massachusetts, securing a preliminary injunction against the ban and defending the validity of the ruling on appeal
Defended Ayr Wellness (CSE: AYR) (OTCQX: AYRWF), a vertically integrated U.S. multi-state cannabis operator, against allegations by the Enforcement Division of Massachusetts Cannabis Control Commission that it allowed an unlicensed delivery service to deliver cannabis products; negotiated a $295,000 settlement with the CCC that required no admission of wrongdoing
Represented Holistic Industries, Inc., in an internal investigation and successful enforcement action taken by the Massachusetts Cannabis Control Commission for alleged compliance violations
Labor and Employment
Multiple operators with regard to union organizing efforts in Massachusetts, New Jersey, New York and other states
Commercial Contracts and Licensing Agreements
Dozens of clients in negotiating Wholesale, Co-packing, Branding, White-Labeling, Master Services, Licensing, Distribution, Contract Cultivation, Consignment, Joint Ventures, and other commercial agreements in multiple jurisdictions
Events
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