
Corporate & Business
International Transactions
Licensing
Outside General Counsel Program
Regulatory Compliance
Technology
Massachusetts
New York
New Jersey
J.D., University of Pennsylvania Law School
A.B., Princeton University
Overview
Elliot Choi is counsel and chief knowledge officer at Vicente LLP. He previously served as U.S. General Counsel for TerrAscend Corp., a leading North American cannabis operator, where he was a key member of the team that negotiated and closed TerrAscend’s acquisition of Gage Growth Corp.
Elliot’s practice involves representing cannabis and hemp clients, including licensed and ancillary businesses, on corporate, regulatory and licensing matters. He advises clients, including multi-state operators and publicly traded companies, on the complex legal and business considerations in the highly regulated cannabis and hemp industries. Elliot has advised on all varieties of corporate transactions including entity formation, startup funding (debt and equity issuances), equity incentive plans, commercial contracts, secured debt facilities, internal restructurings/rollups, and mergers and acquisitions. He has developed specialized experienced with structuring transactions, including entity ownership and control, to comply with applicable regulations and obtaining regulatory approvals.
Elliot’s regulatory practice involves advising clients on all aspects of their operations and navigating them through the complexities of federal, state, and local regulatory frameworks. He also works with the Vicente LLP licensing team and has successfully advised numerous clients in competitive and non-competitive application processes, including social equity applicants.
Elliot is frequently a speaker at industry conferences and has also authored numerous articles on cannabis and hemp transactions. He also works with advocacy groups and trade associations to advance cannabis policy in the Northeastern United States.
In addition to TerrAscend, Elliot has previously worked as a corporate associate in the New York offices of Skadden, Arps, Slate, Meagher & Flom LLP, and Friedman Kaplan Seiler & Adelman LLP. He holds an Artium Baccalaureus from Princeton University and a Juris Doctorate from the University of Pennsylvania.
Experience
Leadership & Community Involvement
- Member, Committee on Cannabis Law, New York State Bar Association, 2020
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Member, Drugs & the Law Committee, New York City Bar Association
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Member, International Cannabis Bar Association
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Member, New York State Bar Association
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Member, New York City Bar Association
Mergers & Acquisitions
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Represents buyers and sellers of cannabis and hemp businesses and licenses, including publicly-traded multi-state operators
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Acts as U.S. corporate and regulatory counsel for multiple Canadian companies in connection with acquisitions of U.S. assets (both cannabis and hemp)
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Represented a U.S. company with international operations in an $875 million business combination with a publicly-traded Canadian special purpose acquisition corporation (SPAC)
Financings
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Represents lenders and debtors in lending transactions, including convertible debt instruments
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Acts as local corporate and regulatory counsel for secured credit facilities, including Canadian debtors
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Advises on regulatory requirements for cannabis assets as collateral
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Represents issuers and investors in equity financing transactions, including early-stage preferred equity rounds
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Represents clients in the preparation of offering materials
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Advises on regulatory requirements and approvals and securities laws filings for financings
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Advises individual and institutional investors on potential cannabis investments
Regulatory
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Advises multiple New York registered organizations (medical cannabis license holders) with New York regulatory and compliance matters
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Represents publicly-traded multi-state operators with regulatory disclosures in U.S. and Canadian public filings
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Advises on license acquisitions and related structure and regulatory approvals
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Advises on cannabis investments, including multiple entity structures and licensing and service arrangements
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Represents clients with reorganizations and related compliance with cannabis regulations across multiple states, including obtaining regulatory approvals
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Represented multi-state operators with restructurings approved by regulatory authorities
Licensing
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Assisted multiple successful license applicants in competitive and non-competitive application processes, including social equity applicants
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Advises license applicants on corporate matters, including ownership and governance and seed funding
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Represents license applicants with entity formation and organizational documents, including related compliance with regulatory, social equity, and license application requirements
Commercial Contracts & General Corporate Matters
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Represents clients in connection with the formation of direct and ancillary cannabis businesses
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Represents clients with commercial contracts, including manufacturing, supply, licensing, and distribution agreements
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Represents clients in connection with equity incentive plans
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Serves as outside general counsel for multiple clients
Recognition
- 2011 Empire State Counsel (New York State Bar recognition for Pro Bono Service)
- 2012 Empire State Counsel
- 2013 Empire State Counsel
- Thomson Reuters Super Lawyers, Rising Star, 2019-2020
Publications
Books
- Contributor, The Cannabis Business: Understanding Law, Finance, and Governance in America's Newest Industry, Routledge Publishing, 2020
VS Insights
- Co-author, "Can New York’s Illegal Cannabis Dispensaries Be Stopped? Governor Hochul Proposes a Solution," May 12, 2023
- Co-author, "Revised New York Adult-Use Cannabis Regulations: What You Need to Know," May 11, 2023
- Co-author, "How to Run a Cannabis Dispensary in New York: Guidance for New York Adult-Use Retail Dispensaries," November 3, 2022
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Co-author, "The 2014 Farm Bill Extension: What Does it Mean for the Hemp Industry?" October 20, 2020
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Co-author, "10 Events That Shaped the Massachusetts Cannabis Industry," October 19, 2020
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Co-author, "Guide to Closing Cannabis Transactions Between Private Companies," August 6, 2020
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Co-author, "Preparing for the Rising Demand for Due Diligence in Cannabis Transactions," May 5, 2020
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Co-author, "Coronavirus and Cannabis: New Jersey Regulatory Updates," April 13, 2020
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Co-author, "Coronavirus and Cannabis: Pennsylvania Regulatory Updates," April 13, 2020
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Co-author, "Coronavirus and Cannabis: New York Regulatory Updates," April 13, 2020
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Co-author, "Coronavirus and Cannabis: Connecticut Regulatory Updates," April 13, 2020
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Co-author, "New York Update: Governor Cuomo's Adult-Use Cannabis Legalization Proposal," February 20, 2020
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Co-author, "Hemp M&A Transactions: Diving into the Transferability of USDA-Issued Licenses," November 15, 2019
External Publications
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Co-author, "Raising Private Capital in the Cannabis Industry," Bloomberg Law, September 2022
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Co-author, "10 Events That Shaped the Massachusetts Cannabis Industry: A History in the Commonwealth," New England Real Estate Journal, November 5, 2020
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Co-author, “Raising Private Capital in the Cannabis Industry,” September 18, 2020
Events
- Speaker, Vicente LLP, "Preparing for New York Cannabis Business Licensing,” Online, September 14, 2023
- Speaker, 2023 NORML Denver Legal Seminar, "Distressed M & A: Discussion Regarding the Legal Landscape in 2023,” Denver, June 09, 2023
- Speaker, 2023 NORML Denver Legal Seminar, "Public Companies Panel: Representing Public Companies in Cannabis,” Denver, June 07, 2023
- Speaker, Vicente LLP, "New York’s Revised Cannabis Regulations: What you need to know now to plan ahead and structure deals,” Online, May 17, 2023
- Speaker, Vicente LLP, "[Webinar] Restructuring Options in Cannabis: Out-of-Court Workouts,” Online, March 15, 2023
- Speaker, New York State Bar Association, "Cannabis Law Committee: Annual Meeting 2022,” New York, January 26, 2022
- Speaker, 2021 NYC Real Estate Expo, "Cannabis Coming to NYC?,” Webinar, April 08, 2021
- Program Co-chair, New York State Bar Association, "Cannabis Law Committee: Annual Meeting 2021,” New York, January 27, 2021
- Moderator, New York State Bar Association, "Empire State of Cannabis: Model Legislations and Adult-Use Legalization in 2021,” New York, January 27, 2021
- Speaker, Vicente Sederberg LLP, "Private Financings in Cannabis,” Webinar, August 26, 2020
- Speaker, Cannabis Legalization News, "New York Cannabis Legalization,” Online, June 10, 2020
- Speaker, New York City Bar Association , "CLE - Cannabis Law: Past, Present & Future,” New York City, October 23, 2019
- Speaker, INCBA Cannabis Law Institute , "Sample Provisions for Cannabis Contracts,” New York City , October 05, 2019
- Speaker, Practising Law Institute , "Due Diligence in Cannabis Industry Transactions ,” Online, October 03, 2019
- Speaker, Massachusetts Lawyers Weekly Cannabis Conference Boston, "Corporate Structure, Financing and Related Regulatory Considerations in the Cannabis Industry,” Boston, September 12, 2019
In the Media
- Forbes, "New York Regulators Begin Raids Of Unlicensed Marijuana Shops," June 12, 2023
- Forbes, "New York Passes New Laws To Criminalize Illicit Marijuana Sales," May 10, 2023
- Politico, "Stronger cannabis crackdown could be coming to New York," May 9, 2023
- High Times, "New York Governor Unveils Plan To Address Illicit Pot Shops," March 24, 2023
- Bloomberg, "Influx of Counterfeit Cannabis Threatens New York’s Nascent Legal Weed Market," February 6, 2023
- High Times, "NYC City Council Pledges Action on Unsolicited Pot Shops," January 23, 2023
- Cannabis Law Report, "Vicente Brings in New Partner and Knowledge Manager," October 12, 2022
- My Cannabis, "Law Firm Vicente Sederberg Makes Two Strategic New Hires," October 5, 2022
- Green Market Report, "Cannabis' Most Notable AAPI Leaders," May 28, 2021
- Patch, "Hempstead Town Board Opposed to Marijuana Sales," April 5, 2021