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CORRESP

 1(212) 318-6393

yarivkatz@paulhastings.com

 December 12, 2022

VIA EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

100 F Street, N.E.

 Washington, D.C. 20549

Attention: Tara Harkins

 Lynn Dicker

Alan Campbell

 Joe McCann

Re:
 Canopy Growth Corporation

Preliminary Proxy Statement on Schedule 14A

Filed October 25, 2022

File No. 001-38496

Ladies and Gentlemen:

 We are in receipt of the Staff’s
letter dated November 22, 2022 with respect to the above-referenced Preliminary Proxy Statement on Schedule 14A (the “Preliminary Proxy Statement”). We are responding to the Staff’s comments on behalf of Canopy Growth
Corporation (“Canopy” or the “Company”) as set forth below. Simultaneously with the submission of this letter, the Company is publicly filing via EDGAR an Amendment No. 1 to the Preliminary Proxy Statement (the
“Amendment No. 1”) responding to the Staff’s comments and updating the Preliminary Proxy Statement.

 The Company’s responses
set forth in this letter are numbered to correspond to the numbered comments in the Staff’s letter. All terms used but not defined herein have the meanings assigned to such terms in the Amendment No. 1. For ease of reference, we have set
forth the Staff’s comments and the Company’s response for each item below.

 Preliminary Proxy Statement on Schedule 14A

Letter to Shareholders

 Strategy to Fast
Track Access into the U.S. Cannabis Market, page i

1.
 With reference to the October 27, 2022 article in The Canadian Press, which you filed as definitive
additional materials on the same date, please revise the letter to shareholders to identify the aspect or aspects of Canopy’s proposed structure that are novel and whether there are attendant business and/or regulatory risks.

 Response: The Company has revised the disclosure on page i in response to the Staff’s comment.

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2.
 Describe clearly the purpose(s) behind (i) the creation of the Canopy USA structure and the transfer of
US THC assets into it and (ii) the creation of a new class of Exchangeable Shares. Clarify, if true, that Canopy plans to restructure again to return to its historical structure in the event that the US federal government legalizes cannabis. In
this regard, it should be clear whether Canopy plans to (i) repurchase all shares of Canopy USA Common Share equal to the greater of fair market value and $2,000,000 and (ii) eliminate the class of Exchangeable Shares in the event that the
US federal government legalizes cannabis.

 Response: The Company has revised the disclosure on pages i, ii and iii in
response to the Staff’s comment.

3.
 With reference to the disclosure on page 16, please identify the unnamed “Investor” who currently
holds all of the outstanding Canopy USA shares.

 Response: The Company has revised the disclosure on page ii in response to
the Staff’s comment.

4.
 We note your statements here and elsewhere that this strategy will enable you to realize value in the near
term. We further note your disclosure elsewhere that Canopy’s Non- Voting Shares of Canopy USA do not carry voting rights, rights to receive dividends or other rights. Please revise your disclosure here
and throughout, where appropriate, to further explain how this strategy will enable you to realize value in the near term. Also, explain how the disclosure is consistent with your disclosure that you will have “no economic interest” in
Canopy USA.

 Response: The Company has revised the disclosure on pages ii, iii and 22 in response to the Staff’s
comment.

5.
 We note your statements here and throughout your document describing the highlights and potential benefits
of your strategy. Please clarify throughout whether you believe you can realize the benefits of this strategy while cannabis remains federally illegal in the U.S.

Response: The Company advises the Staff that it believes there are benefits of its strategy while cannabis remains federally illegal in the United
States, including the fact that this strategy fast tracks entry into the United States upon federal permissibility and is expected to reduce costs at both Canopy and across the Canopy USA platform. The Company has revised the disclosure on pages ii
and 22 in response to the Staff’s comment.

6.
 Please revise this section, where appropriate, to reflect your disclosure on page 23 that Nasdaq objects to
you consolidating the financial results of Canopy USA and views it as impermissible under Nasdaq’s general policies. In your revisions, please discuss whether there is a material risk that your shares could be delisted from Nasdaq as a result
of the implementation of this strategy. Clarify more specifically the nature of Nasdaq’s stated objections to the structure, including whether it extends to the creation of the Exchangeable Shares.

Response: The Company has revised the disclosure on pages iii and iv in response to the Staff’s comment. The Company also respectfully submits
that Nasdaq has informed the Company of their position that companies that consolidate “the assets and revenues generated from activities in violation under federal law cannot continue to list on Nasdaq.” We expect to continue our dialogue
with Nasdaq regarding their position. Nasdaq has expressed that the exchange was comfortable with the creation of the Exchangeable Shares, the formation of Canopy USA, the transfer of the Structured U.S. Investments and the holding of the Non-Voting Shares.

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7.
 We note your statement that you anticipate financial benefit via revenue and cost synergies “across
Canopy” upon implementation of your strategy. Please revise to explain how you will achieve financial benefit across Canopy while you own Non-Voting Shares of Canopy USA and cannabis remains illegal in
the U.S.

 Response: The Company has revised the disclosure on pages iii and 22 in response to the Staff’s comment.

 Relationship with Constellation Brands, page iii

8.
 Please revise your disclosure to clarify, if true, that a majority of your board of directors is affiliated
with Constellation.

 Response: The Company has revised the disclosure on page iv in response to the Staff’s comment.

 Third-Party Information, page 2

9.
 We note your statement that you do not make any representation as to the accuracy of information that you
are including in the proxy statement. Please either delete this disclaimer or explain how it is consistent with your belief that the information is reliable.

Response: The Company has revised the disclosure on page 2 in response to the Staff’s comment.

Amendment Proposal

 Background, page 11

10.
 Please revise this section to disclose the consideration you were, or will be, obligated to pay to
TerrAscend, Acreage, Wana, Jetty and Cultiv8 if the Amendment Proposal is approved and Canopy USA consummates the option transactions with these entities. Please also revise your document, where appropriate, to describe the material terms of these
proposed transactions, including any deferred or option exercise payments.

 Response: The Company has revised the disclosure
on pages 11 through 13 and beginning on page 19 under the new heading “Potential Acquisitions by Canopy USA” in response to the Staff’s comment.

11.
 Please disclose the identity of the third-party investor of Jetty to whom Canopy USA issued 1,000,000
Class A shares. Please also describe the consideration you received in exchange for issuing shares to the third-party investor.

Response: The Company has revised the disclosure on page 14 in response to the Staff’s comment.

12.
 Your disclosure indicates that your Non-Voting Shares in Canopy USA
represent approximately 0.7% of the issued and outstanding shares in Canopy USA on an as- converted basis. Your disclosure on page 16 indicates that you own 99.3% of the issued and outstanding shares of Canopy
USA on an as-converted basis. Please reconcile your disclosure or advise.

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 Response: The Company has revised the disclosure on page 14 in response to the Staff’s comment.

13.
 Your disclosure indicates that you have the right to repurchase all shares of Canopy USA that have been
issued to the Investor at a price per share equal to the greater of fair market value and $2,000,000. Please disclose how fair market value will be determined and who will be responsible for the determination. Please also confirm whether
“$2,000,000” refers to the price per share or to the aggregate repurchase amount.

 Response: The Company has
revised the disclosure on pages iii and 21 in response to the Staff’s comment.

14.
 Please revise your disclosure to explain why the Acreage Debt Optionholder has agreed to acquire an option
to purchase the outstanding principal of Acreage’s debt. In your revisions, please explain whether the Option Premium would be returned to the Acreage Debt Optionholder if the Amendment Proposal is not approved.

Response: The Company has revised the disclosure on pages 15 and 16 in response to the Staff’s comment.

15.
 Please revise your disclosure in this section, where appropriate, to reflect your disclosure on page 25 that
you have not received audited financial statements from Wana or Jetty.

 Response: The Company has revised the disclosure on
pages 21 and 30 in response to the Staff’s comment and advises the Staff that it has received the audited financial statements from Wana.

16.
 We note your disclosure on page 13 that Canopy finalized a structural path in August 2022 to form and
transfer the Structured U.S. Investments after months of analysis and structuring with legal counsel and financial and tax advisors. Please revise to explain the challenges faced in structuring the transaction and discuss, if applicable, why other
alternative structures were not pursued. With a view to disclosure, please tell us whether Canopy considered a spin-off with a pro rata distribution to its shareholders, and if so, why this structure was not
pursued.

 Response: The Company has revised the disclosure on pages 13 and 14 in response to the Staff’s comment. The
Company advises the Staff that it considered a spin-out of the Structured U.S. Investments but determined it would not be in the best interest of the Company or its Shareholders as certain Shareholders,
including CBI, would not want to or be permitted to hold equity securities in an entity that violates U.S. federal laws. In addition, a spin-out would result in a newly formed publicly listed entity and
therefore the anticipated cost synergies associated with taking Acreage private by virtue of the Floating Share Arrangement would not have been realized.

Structure of Canopy USA, page 15

17.
 Please provide support for your assertion that Canopy USA is currently controlled by the Investor who has
acquired and continues to hold all of the outstanding Canopy USA Common Shares. In this regard, we note the following :

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•

 Canopy has the right to appoint two of the four members of the Canopy USA board of managers as compared to the
Investor who only has the right to appoint one manager.

•

 Pursuant to the Protection Agreement, Canopy retains the right to control Canopy USA’s actions with
respect to several significant decisions related to its business organizations, properties, assets, rights, employees, goodwill and business relationships, as detailed on pages 16-17.

•

 Canopy has a call right to repurchase at any time all of the Canopy USA shares that have been issued to the
Investor.

 Response: The Company has revised the disclosure on pages ii, iii, 16, 17, 18, 25 and 30 in response to the
Staff’s comment. The Company advises the Staff that VCo Ventures LLC owns all of the Canopy USA Common Shares. While Canopy has the right to appoint two of the four members of the Canopy USA board of managers (the “Canopy USA
Board”), that does not give Canopy the right to direct the Canopy USA Board. In addition, at the moment, Canopy has only appointed one of the members of the Canopy USA Board. Canopy USA was structured to ensure that Canopy does not
currently have the ability to direct or manage the operations of Canopy USA. While the Protection Agreement prohibits a wide variety of corporate and operational activities of Canopy USA without the consent of Canopy, the Protection Agreement does
not allow Canopy to direct or manage any activities or the operations of Canopy USA. In addition, Canopy does not have a call right to repurchase the Canopy USA Common Shares, Canopy USA has a call right and until such time as Canopy converts the Non-Voting Shares into Canopy USA Common Shares, Canopy is unable to cause Canopy USA to exercise the right to repurchase.

18.
 Please revise your disclosure to present Canopy USA’s current equityholders and their ownership
percentages.

 Response: The Company has revised the disclosure on page 16 in response to the Staff’s comment.

19.
 Please tell us whether you have filed the Protection Agreement and if not, whether you plan to do so prior
to the Special Meeting.

 Response: The Company advises the Staff that it intends to file the Protection Agreement with its
quarterly report on Form 10-Q for the quarter ending December 31, 2022 (the “Form 10-Q”) and that in the event the Meeting is scheduled to be held
prior to the contemplated filing date of the Form 10-Q, the Company will file the Protection Agreement with a Current Report on Form 8-K.

20.
 Please revise to explain whether Canopy has information rights with respect to Canopy USA. With a view to
disclosure, please tell us whether Canopy and Canopy USA have entered into any tax, operating or services agreements.

Response: The Company has revised the disclosure on page 19 in response to the Staff’s comment and advises the Staff that there are no tax,
operating or services agreements between Canopy USA and the Company.

21.
 Explain whether the transfer or sale of the corporate assets to Canopy USA results in material tax
consequences for Canopy and/or Canopy’s shareholders. Similarly discuss whether there would be material tax consequences in the event that Canopy converts its Non-Voting Shares of Canopy USA. Discuss, as
applicable, whether the chosen structure includes tax arrangements between Canopy, Canopy USA or any other parties.

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 Response: The Company has revised the disclosure on page 17 in response to the Staff’s comment.

22.
 Please explain whether Canopy is contributing any assets to Canopy USA in addition to the Structured U.S.
Investments. In this regard, it is unclear whether Canopy has contributed or will contribute cash to Canopy USA and if so, how much. Discuss Canopy USA’s short-term and long-term capital needs and whether it has raised funding from third
parties.

 Response: The Company advises the Staff that all of the assets transferred to Canopy USA are listed on page 17. The
Company has also revised the disclosure on page 21 under the new heading “Canopy USA Capital Requirements” in response to the Staff’s comment.

23.
 Please disclose the jurisdiction where Canopy USA is incorporated. Please tell us whether Canopy USA has a
certificate of formation charter and an operating agreement that are or will be publicly available. With a view to disclosure, please tell us whether the managers and officers of Canopy USA will have any duties to Canopy’s shareholders
regarding the management of Canopy USA.

 Response: The Company has revised the disclosure on pages i, 14 and 18 in response
to the Staff’s comment and advises the Staff that the operating agreement of Canopy USA is not, and is not intended to be made, publicly available,