Verano Holdings Corp., a leading cannabis company, was involved in high-stakes commercial litigation arising from the termination of a C$413 million arrangement agreement with Goodness Growth Holdings Inc.
Goodness Growth sought damages exceeding C$1 billion, while Verano advanced a counterclaim of approximately C$17 million. The dispute involved complex factual and legal issues relating to alleged material adverse changes following execution of the arrangement agreement, as well as contractual obligations, transaction risk allocation, termination rights, and disclosure obligations owed to shareholders.
Fasken represented Verano throughout the litigation, providing strategic advice on significant corporate and commercial issues arising from the failed transaction. The matter carried exceptionally high stakes, constituting "bet-the-company" litigation for Goodness Growth and requiring careful analysis of sophisticated M&A and securities law issues in a rapidly evolving market environment.
The matter was ultimately settled in October 2025 on highly favourable terms for Verano. Despite claims exceeding C$1 billion, the dispute was resolved through a cash payment of C$1 million and the transfer of certain non-operational properties. The result highlights Fasken's ability to successfully navigate complex post-transaction disputes and deliver practical outcomes in litigation involving substantial financial exposure.
Fasken represented Verano Holdings Corp. with a team led by Mark Pontin and Tracey M. Cohen, KC, FCIArb (Litigation & Dispute Resolution), and included Lucy Sun (Litigation & Dispute Resolution).
Jurisdiction
- British Columbia
