Canopy Growth Elevates Ex-Dentons Partner as Legal Chief Leaves

Sept. 20, 2021, 10:21 PM

Medical marijuana producer Canopy Growth Corp. named former Dentons partner James Wishart to replace the company’s chief legal officer on an interim basis pending an Oct. 1 resignation.

The Smith Falls, Ontario-based company, which also produces cannabis for recreational use, disclosed in a securities filing Monday that Phillip Shaer will resign. The chief legal officer and corporate secretary told the company of his plans Sept. 14, and Canopy didn’t give a reason for Shaer’s departure.

Wishart joined Canopy in 2019 as a senior director for international trade and regulatory law. The company promoted him last year to vice president and associate general counsel for international compliance, regulatory, litigation, and employment. Canopy will look for a permanent replacement for Shaer after Wishart takes on its interim top legal role.

Canopy has laid off hundreds of workers within the past year as it moved to restructure some operations and install a new CEO in David Klein. The latter succeeded former CEO Mark Zekulin, a former international trade lawyer at Ottawa-based law firm Cassidy Levy Kent who in 2013 became a co-founder, president, and general counsel of Canopy predecessor Tweed Marijuana Inc.

Shaer referred a request for comment about his exit to Canopy.

Canopy, in a statement to Bloomberg Law, praised Shaer for his work creating a “best-in-class” legal group at a consumer packaged goods company.

“We want to thank Phil for his valuable contributions to Canopy over the last six years,” the statement said. “We wish him the very best in his future endeavors.”

Wishart, before joining Canopy, spent a decade as a commercial litigation and disputes partner at Dentons in Ottawa. During that time he co-chaired the firm’s cannabis law practice and served as outside counsel to Canopy.

Two other Dentons lawyers—former partner and U.S. cannabis co-chair Kelly Fair, and ex-associate Sarah Eskandari—also left the firm’s San Francisco office in 2019 to go in-house at the Canadian cannabis company.

Fair is U.S. general counsel and vice president of U.S. and European affairs for Canopy, while Eskandari is a director for U.S. commercial law.

Shaer, who began his legal career two decades ago as an associate at leading Canadian firm McCarthy Tétrault, currently owns nearly $151,000 in Canopy stock, according to Bloomberg data.

Canopy disclosed in a proxy statement filed in July that Shaer received roughly $556,000 in total compensation during fiscal 2021, down from the nearly $719,300 he was paid in 2020. Securities filings show that Shaer earned more than $1.8 million from Canopy in 2019 and over $493,800 in 2018.

The cash component of Shaer’s compensation rose from about $189,000 in 2018 to almost $243,000 in 2021. The bulk of Shaer’s pay came in the form of Canopy stock option awards, the largest of which was in 2019. Shaer sold off nearly $2.2 million in Canopy stock last year, according to securities filings.

Marijuana Business Daily, a trade publication, reported in August that Canopy approved roughly $3.2 million in short-term bonuses for several senior executives despite the company disclosing a $1.3 billion annual loss to shareholders in June. Shaer’s bonus, converted from Canadian to U.S. dollars at current exchange rates, was nearly $274,000, while Klein received more than $1.7 million in cash.

Shaer was set to see his base salary increase to more than $261,000 in 2022, according to securities filings by Canopy.

Canopy has a partnership with U.S. spirits giant Constellation Brands Inc. Earlier this year, Canopy agreed to acquire fellow Canadian marijuana outfit Supreme Cannabis Co. in a $346 million deal.

Canopy also has an option to buy New York-based cannabis holding company Acreage Holdings Inc. if marijuana is legalized at the federal level in the U.S. Both companies reworked their agreement last year amid slow growth and regulatory roadblocks in the legal weed space.

To contact the reporter on this story: Brian Baxter in New York at bbaxter@bloomberglaw.com

To contact the editor responsible for this story: Chris Opfer at copfer@bloomberglaw.com;
John Hughes at jhughes@bloombergindustry.com

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