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CORRESP
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CORRESP

 1(212) 318-6393

yarivkatz@paulhastings.com

 May 22, 2023

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

Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A

Filed January 17, 2023

File No. 001-38496

Ladies and Gentlemen:

 We are in receipt of the letter dated
January 30, 2023 from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the above-referenced Amendment No. 2 to Preliminary Proxy Statement on
Schedule 14A. We are responding to the Staff’s comments on behalf of Canopy Growth Corporation (“Canopy Growth” or the “Company”) as set forth below. Simultaneously with the submission of this letter, the
Company is publicly filing via EDGAR an Amendment No. 3 to the Preliminary Proxy Statement (“Amendment No. 3”) 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. For ease of reference,
we have set forth each of the Staff’s comments in italics below followed by the Company’s response to each comment. All capitalized terms used herein but not defined herein have the meanings assigned to such terms in Amendment No. 3
and all page number references are to the page numbers of Amendment No. 3.

 Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A

 Letter to Shareholders, page i

1.
 We refer to prior comment 7. Please revise your letter to shareholders to explain whether Canopy USA will have
the ability to dividend funds to Canopy while the Non-Voting Share structure is in place and whether Canopy will have the ability or obligation to provide funds to Canopy USA.

Response: The Company has revised the disclosure on pages i, iii, 22 and 24 of Amendment No. 3 in response to the
Staff’s comment.

 U.S. Securities and Exchange Commission

May 22, 2023

 Page 2

2.
 We note your revised disclosures in response to prior comment 2. With reference to your disclosure at the
bottom of page 30, please revise the letter to shareholders to provide context by explaining that if the acquisitions are undertaken, the United States Department of Justice could allege that Canopy, its Board and potentially its Shareholders
“aided and abetted” violations of U.S. federal law.

 Response: The Company has revised the disclosure on page ii of
Amendment No. 3 in response to the Staff’s comment.

3.
 We note your response to prior comment 9. Please file the Operating Agreement prior to the meeting date and
revise the proxy statement to identify the Managing Member of VCo Ventures.

 Response: The Company advises the Staff that it
has filed the Amended and Restated Limited Liability Company Agreement of Canopy USA (the “Amended and Restated Operating Agreement”) in a Current Report on Form 8-K (the “8-K”) filed with the Commission on May 22, 2023. In addition, the Company has disclosed the identity of the member of VCo Ventures in its quarterly report on Form
10-Q for the quarter ended December 31, 2022, filed with the Commission on February 9, 2023. The Company also advises the Staff that VCo Ventures is no longer a shareholder of Canopy USA.
Accordingly, the identity of the Managing Member of VCo Ventures has not been disclosed in Amendment No. 3.

4.
 We note your revised disclosures in response to prior comment 14. Based on your disclosure on page ii and
your response, it appears that there is a reasonable likelihood that your common stock will be delisted from Nasdaq if you pursue the transaction as structured and there is no indication that another national securities exchange would list the
securities. Accordingly, we reissue prior comment 14.

 With regard to the last paragraph of your response, we note
that your proxy statement does not discuss a plan to restructure the transaction to avoid Nasdaq delisting and instead contemplates that you would likely begin quotation on the OTCQX Best Market. To the extent that your plan is to restructure the
transaction to avoid Nasdaq delisting, then please substantially revise the proxy statement to explain the amended transaction structure, including your amended interest in Canopy USA and the revised terms of the Protection Agreement and the Canopy
USA operating agreement. Also, disclose whether you have discussed the revised structure with Nasdaq. With reference to Comment 28 from our November 22, 2022 letter, please note that we may have additional comments once we see your revised
proxy disclosure.

 Response: The Company has revised the disclosure on pages ii, iii, iv, vi and 16 through 24 of Amendment No. 3 in
response to the Staff’s comment. As further described in Amendment No. 3, the Company and Canopy USA restructured the Company’s interests in Canopy USA to ensure that Canopy Growth would not be required to consolidate the financial
results of Canopy USA with the Company’s financial statements by, among other things (collectively, the “Structural Amendments”): (i) reducing the Company’s economic interest in Canopy USA to no greater than 90%; (ii)
reducing the number of managers on Canopy USA’s board of managers from four to three, as well as reducing the Company’s nomination right to a single manager; (iii) modifying the terms of the initial Protection Agreement and Canopy
USA’s Limited Liability Company Agreement in order to eliminate certain negative covenants that were previously granted by Canopy USA in favor of the Company, including ensuring the authority to make key decisions in respect of Canopy USA rests
solely with non-Canopy Growth shareholders; and (iv) amending the terms of any

 U.S. Securities and Exchange Commission

May 22, 2023

 Page 3

agreements with third-party investors in Canopy USA to, among other things, eliminate any guaranteed returns. In connection with the Structural Amendments,
the Company advises the Staff that it has filed the Amended and Restated Operating Agreement and the Amended and Restated Protection Agreement in the 8-K. Nasdaq has confirmed that they do not have concerns
with the revised structure and, as a result, there is no longer a reasonable likelihood that the common shares of the Company will be delisted from Nasdaq (and accordingly, we have removed, among other things, the related risk factor). The Company
has attached as Exhibit A to this letter the analysis describing why the Company concluded that the financial results of Canopy USA are not required to be consolidated into the Company’s financial statements under U.S. GAAP, an earlier
iteration of which was previously provided to Nasdaq.

 *********

If you have any questions concerning Amendment No. 3 or require any additional information, please do not hesitate to contact me at (212) 318-6393 or yarivkatz@paulhastings.com or Keith Pisani at (212) 318-6053 or keithpisani@paulhastings.com.

 Sincerely,

Yariv C. Katz

 of PAUL HASTINGS LLP

cc:
 David Klein, Chief Executive Officer, Canopy Growth Corporation

Christelle Gedeon, Chief Legal Officer, Canopy Growth Corporation

Keith D. Pisani, Esq., Paul Hastings LLP

KPMG LLP

 Jonathan Sherman,
Cassels Brock & Blackwell LLP

 EXHIBIT A

The Company is providing the following analysis describing why the Company concluded that consolidation of Canopy USA is not required under
U.S. GAAP (all amounts are in USD$):

 Original Transaction Structure

On October 24, 2022, Canopy Growth Corporation (“Canopy”) completed an internal reorganization (the “Reorganization”)1 whereby it formed Canopy USA, LLC (“Canopy USA”) and transferred Canopy’s conditional THC interests in the United States with a fair value of $232 million to Canopy USA. The
primary objective of the Reorganization is to maximize the value of Canopy’s conditional THC interests in the United States while maintaining compliance with all laws and regulations in the regions in which Canopy conducts business.

In exchange for transferring the conditional THC interests in the United States as part of the Reorganization, Canopy received exchangeable shares (the “Non-Voting Shares”) in Canopy USA. The Non-Voting Shares do not carry voting rights, nor do they have rights to receive dividends or other rights upon dissolution
of Canopy USA. The Non-Voting Shares are, however, exchangeable into Class A common shares of Canopy USA (the “Canopy USA Class A Shares”) at any time on a 1:1 basis.2 In addition, Canopy holds debt with a principal amount of $198 million owed by certain wholly-owned subsidiaries of Canopy USA.

In summary, as of October 24, 2022, Canopy USA held, directly or indirectly, the following conditional THC interests (fair values below are also as of
October 24, 2022):

a)
 Canopy USA owns all of the shares of Canopy Elevate I LLC, Canopy Elevate II LLC and Canopy Elevate III LLC
(collectively, the “Canopy Elevate Entities”), which hold the rights to acquire (collectively, the “Wana Options”) all of the issued and outstanding securities of Mountain High Products, LLC, Wana Wellness, LLC and The Cima
Group, LLC (collectively, “Wana”) with a fair value of $23.5 million;

b)
 Canopy USA owns all of the shares of Canopy Oak, LLC (“Canopy Oak”), which holds the rights (the
“Jetty Options”) to acquire all of the issued and outstanding shares of Lemurian, Inc. (“Jetty”) with a fair value of $69.3 million;

c)
 Canopy USA holds the right to acquire 19.99% of the membership interests of Cultiv8 Interests, LLC, a warrant
to acquire 15% of the common units of Strix II, LLC and a secured debenture in the amount of up to $100 million issued by a subsidiary of Acreage Holdings, Inc. (“Acreage”) with fair values of $1.8 million, $5 million and
$18.6 million respectively; and

d)
 Canopy USA is the general partner of various limited partnerships that own and control the TerrAscend assets
with a fair value of $114 million.

 On October 24, 2022, Canopy USA issued 1,000,000 Canopy USA Class A Shares to VCo
Ventures LLC, a shareholder of Jetty (the “Prior Investor”) for a subscription price of $1 million in the aggregate. On May 18, 2022, Canopy Oak acquired the Jetty Options, pursuant to which, Canopy Oak has the right to acquire,
upon federal permissibility of THC in the U.S. or earlier at Canopy Oak’s election, up to 100% of Jetty. As such, the Prior Investor is an entity with whom Canopy has a pre-existing business relationship
as mentioned above.

1
 The Reorganization has been completed for the purpose of accelerating Canopy’s entrance into the U.S.
cannabis market, as is further detailed in Canopy’s amended proxy statement dated January 13, 2023 https://www.sec.gov/Archives/edgar/data/1737927/000119312523008524/d370256dprer14a.htm

2
 An unlimited number of Canopy USA Class A Shares are authorized for issuance.

 Canopy USA held a call right (the “Investor Repurchase Right”) to repurchase all shares of Canopy
USA that have been issued to the Prior Investor at any time on or before March 31, 2023 at the initial subscription price, being $1 million in the aggregate. The Investor Repurchase Right could also be exercised any time after the 18-month anniversary of closing at a price per Canopy USA Class A Share equal to the greater of fair market value as determined by an appraiser appointed by Canopy USA and $2 million in the aggregate. The
Prior Investor was also granted a put right following Canopy’s conversion of the Non-Voting Shares into Canopy USA Class A Shares on the same terms and conditions as the Investor Repurchase Right.
For the avoidance of doubt, it should be noted that the Prior Investor’s put right could only be exercised after Canopy had elected to exchange its Non-Voting Shares for Canopy USA Class A
Shares; in other words, only after Canopy has voting control of Canopy USA.

 As of October 24, 2022, the Prior Investor held all of the
outstanding Canopy USA Class A Shares and Canopy held all of the issued and outstanding Non-Voting Shares (99.3% on an as converted basis).

On October 24, 2022, Canopy also entered into an agreement to amend the option to acquire Wana (the “Wana Option Amendment”). On
October 14, 2021, Canopy and Wana announced the Wana Options, pursuant to which the Canopy Elevate Entities have the right, upon federal permissibility of THC in the U.S., to acquire 100% of Wana. As a result of this amendment, Nancy Whiteman
(who is the sole shareholder of Wana) will receive (i) Canopy USA Class A Shares and (ii) common shares of Canopy in exchange for agreeing to reduce the future payments3 owed in connection with
the exercise of the Wana Options to $3.00 (the “Wana Amendments”). The value of the Canopy USA Class A Shares to be issued to Ms. Whiteman (or entities controlled by Ms. Whiteman) will, in aggregate, be equal to 7.5% of the value of Wana
(less Wana’s net debt plus Wana’s net cash). Common shares of Canopy with the same value will also be issued to Ms. Whiteman (or entities controlled by Ms. Whiteman).

The shares will only be issued to Ms. Whiteman after completing the valuation of Wana. The Canopy USA Class A Shares were initially intended to be
subject to a repurchase right (the “Whiteman Repurchase Right”) at any time on or before March 31, 2023 at a price equal to the price of the Canopy USA Class A Shares initially issued to Ms. Whiteman on closing. The Whiteman
Repurchase Right was initially exercisable at any time after the 24 month anniversary of the issuance of the Canopy USA Class A Shares to Ms. Whiteman at a price per Canopy USA Class A Share equal to the greater of (i) the fair
market value of the Canopy USA Class A Shares as determined by two or more appraisers and (ii) the initial subscription price multiplied by an accrued annual interest rate of 10%. On May 19, 2023, the Wana Amendments were further
revised such that the Whiteman Repurchase Right is only exercisable at any time after the 36 month anniversary of the issuance of the Canopy USA Class A Shares to Ms. Whiteman at a price per Canopy USA Class A Share equal to the fair
market value of the Canopy USA Class A Shares as determined by two or more appraisers. There is also a put right on the same economic terms and conditions as the Whiteman Repurchase Right that can be exercised on the earlier of (a) the
date Canopy has exchanged its Non-Voting Shares for Canopy USA Class B Shares or (b) with six months’ advanced written notice, provided that such notice can only be provided on or after the 18
month anniversary of the date that the Canopy USA Class A Shares are initially issued to Ms. Whiteman.

3
 The ‘future payments’ refers to the exercise price of the Wana Options, being 15% of the fair market
value of Wana on the date of exercise of the Wana Options and does not include the deferred payments that were also amended by this amending agreement but remain as obligations in connection with the original purchase of the Wana Options.

 2

 In addition to the conditional THC interests contributed to Canopy USA, Canopy held options to acquire 100%
of the shares of Acreage by way of a court-approved plan of arrangement previously executed in 2019 and 2020 (“Fixed Share Arrangement”), which provided for the acquisition of both the Class E subordinate voting shares (the
“Fixed Shares”) and an option to acquire the Class D subordinate voting shares (the “Floating Shares”) of Acreage. Canopy has disclosed in its proxy filings that the option to acquire the Fixed Shares will be exercised in
connection with the creation of Canopy USA and that on closing of the acquisition, the Fixed Shares will be registered in the name of Canopy USA and Canopy USA will issue additional Non-Voting Shares to
Canopy. As such, Canopy intends to issue common shares directly to Acreage’s shareholders on closing in a