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CORRESP
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CORRESP

 1(212) 318-6393

yarivkatz@paulhastings.com

 August 11,
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. 3 to Preliminary Proxy Statement on Schedule 14A

    Filed May 22, 2023

    File No. 001-38496

Ladies and Gentlemen:

 We are in receipt of the letter, dated
June 23, 2023, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the above-referenced Amendment No. 3 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. 4 to the Preliminary Proxy Statement (“Amendment No. 4”) 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. 4
and all page number references are to the page numbers of Amendment No. 4.

 Amendment No. 3 to Preliminary Proxy Statement on Schedule 14A

 Letter to Shareholders, page i

1.
 Please revise your letter to shareholders to discuss risks to Canopy’s shareholders if Canopy USA
operates as a non-consolidated subsidiary that is not controlled by Canopy. In your revisions, please discuss the possibility that Canopy would be unable to prevent Canopy USA from taking actions that do not
maximize shareholder value and that the managers of Canopy USA could take actions that are contrary to the interests of Canopy and its shareholders.

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 Response: The Company has revised the disclosure on pages iv, 38 and 39 of Amendment No. 4
in response to the Staff’s comment.

 Overview of Exchangeable Shares, page i

2.
 We note your disclosure on page ii that you have implemented certain changes to the initial structure of
Canopy Growth Corporation’s (“Canopy’s”) interests in Canopy USA, LLC (“Canopy USA”) to ensure that Canopy will not be required to consolidate the financial results of Canopy USA in accordance with U.S. GAAP. We also
note the analysis provided in Exhibit A to your May 22, 2023 response. Please provide the information requested in the following comments to assist us with our analysis.

Response: The Company acknowledges the Staff’s comment and has provided the information requested in the comments below.

3.
 Provide us with a full capitalization table for Canopy USA both prior to and subsequent to the Structural
Amendments and include a transaction-level reconciliation between the two tables. For each reconciling item, provide a detail of the fair value of consideration given and received. For example, it appears that Ms. Whiteman received Canopy USA
Shares in exchange for an agreement to reduce the exercise price of the Wana Options; accordingly, quantify the fair value of the shares issued to Ms. Whiteman as compared to the fair value of the reduction in exercise price agreed to by
Ms. Whiteman in return for the shares.

 Response: The Company advises the Staff that it is not possible to provide a
full capitalization table for Canopy USA subsequent to the Structural Amendments as the value of the Canopy USA shares to be issued to the Trust and Ms. Whiteman are based upon future events that that have not yet occurred. With respect to the
value of the Canopy USA Common Shares to be received by Ms. Whiteman, the value of the Canopy USA Common Shares to be issued will be 7.5% of the fair market value of Wana on the date that Canopy USA exercises the option to acquire Wana, which
is an unknown future date. In addition, the value of each Canopy USA Common Share to be issued will, similarly, only be determined based on the fair market value of the Canopy USA Common Shares on such date.

4.
 Provide us with an analysis of the “purpose and design” of Canopy USA, as well as an analysis of
the risks that Canopy USA was designed to create and pass through to its variable interest holders, giving consideration to the factors noted in ASC
810-10-25-25.

Response: The Company advises the Staff that Canopy USA is currently a holding company with no external capital requirements and approximately US$23M
of cash and cash equivalents. The purpose and design of Canopy USA is to exercise the conditional THC interests and to hold a controlling financial interest in Acreage, Wana and Jetty. The structure enables Canopy USA shareholders to realize
the benefits from the ongoing operations of these businesses and from managing these businesses on a consolidated basis, which is expected to provide additional financial benefits through revenue and cost synergies. It is anticipated that Canopy USA
will be able to generate sufficient funds from its own operations without the necessity to raise additional debt or equity capital from third-parties.

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 The Company initially designed the Canopy USA structure to provide for a newly created special purpose
vehicle, Canopy USA, with a dual class share structure whereby a wholly-owned subsidiary of the Company will hold Non-Voting Shares, which do not carry any voting rights, rights to receive dividends or other
rights upon dissolution of Canopy USA and third-party investor(s) will hold all of the Canopy USA Common Shares. The Company intended to consolidate the financial statements of Canopy USA with the financial statements of the Company in order to
highlight the value attributable to its contingent interests in the United States, which the Company had previously paid significant amounts (approximately C$900 million) for the future rights to acquire such entities, but was unable to acquire such
entities as a result of the United States federal legislative stance on cannabis. The Company envisions that the proposed structure will create a streamlined approach to acquire control of Canopy USA following federal legislative reform in the
United States by converting the Non-Voting Shares held by the Company into Canopy USA Class B Shares as opposed to having to complete acquisition transactions involving five separate entities and numerous
different contractual agreements. Instead, the design of Canopy USA was intended to allow the Company to expedite the eventual acquisition process through a simple conversion of Canopy USA shares and minimize the number of contracts governing its
contingent acquisitions (from more than seven to two, being the Protection Agreement and the Amended and Restated Limited Liability Company Agreement) and the number of counterparties (from five to one, being Canopy USA) while simultaneously
reducing costs at the Company incurred in managing its portfolio of interests in the United States by allowing the entities within that portfolio to achieve synergies to both increase revenue and decrease costs.

The Nasdaq raised concerns with the initial design of Canopy USA. In order to address the concerns of Nasdaq, the Company would not be able to recognize one
of its original objectives in the design of Canopy USA – namely, obtaining a controlling financial interest which would result in the consolidation of the financial statements of Canopy USA with the financial statements of the Company in order
to highlight the value attributable to its contingent interests in the United States. As a result, Canopy USA was required to negotiate with third-parties to, among other things, increase the ownership, risk and exposure of third-party investors. In
doing so, Canopy USA had extensive negotiations with various potential third-party investors seeking an additional investment of US$20 million.

Following extensive negotiations, the Trust expressed its desire to invest up to US$20 million in Canopy USA; given the speculative nature of the value
in Canopy USA, the Trust deemed that the risk warranted significant upside in the event that there was appreciation in the value of Canopy USA. This resulted in the Trust insisting upon various tranches of investment to the Trust Transaction along
with warrant coverage (at varying exercises prices) as well as additional options to invest incremental amounts. The ultimate result of the redesign of Canopy USA was that considerable economics and potential upside was transferred from the Company
to the Trust in order to secure the US$20 million investment in Canopy USA. Accordingly, and contrary to the Company’s initial purpose and design with respect to the Canopy USA structure, the Trust will have significant ownership and
influence over Canopy USA upon completion of the Trust Transaction, which, among other things, may significantly dilute the Company’s ownership interest in Canopy USA following the completion of the Trust Transaction. The Company is cognizant
that there can be no assurance that the Trust’s interests will align with the interests of Canopy or other shareholders of Canopy USA and included a risk factor to this effect in Amendment No. 3 (which can be found on page 38 of
Amendment No. 4).

 Canopy USA’s activities relate to the activities of the conditional THC interests once the acquisitions are closed, i.e. the
production, processing, licensing and sale of cannabis products. The contracts that are entered into relate to sales contracts with customers, purchase and supply contracts, licensing agreements, general purchase terms and conditions. As such,
Canopy USA is exposed to:

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•

 Price risk: Each of the independent business units produce their own (cannabis) products (as set forth
below). As such, Canopy USA is exposed to the risk of fluctuations in the prices of raw material (including cannabis) and assets that are required to produce these products.

•

 Operations risk: Each of the conditional THC interests have their own operations:

•

 Acreage: cannabis cultivation and operating retail facilities in multiple states in the U.S.

•

 Wana: manufacturing, licensing, and sale of cannabis gummies across North America.

•

 Jetty: production and sale of cannabis extracts and the pioneering of clean vape technology.

 Accordingly, each of these operations is subject to operating risks including sales volumes and pricing and fluctuations
in operating costs, including labor costs.

 Canopy USA is expected to diffuse the individual expenses and to find synergies across these entities by
passing the price and operating risk through to its variable interest holders.

5.
 Explain how each of the activities you have identified on page 14 of your response as most significantly
impacting Canopy USA’s economic performance have been determined in the context of the purpose and design of Canopy USA. In relation to these identified activities, please also provide further discussion of the following:

•

 Operating Budget

•

 Expand upon how the operating budget impacts current operation decisions and Canopy USA’s economic
performance, including the decision to exercise the various conditional THC interests.

•

 We note on page 10 that Canopy Sub is no longer required to approve Canopy USA’s annual business plan.
Clarify the process by which the operating budget is prepared, provided and voted upon, including the specific parties involved.

•

 Selecting Managers and Determining Compensation

•

 Clarify how selecting managers and determining compensation impacts the economic performance, including a
discussion of the roles/responsibilities of the managers.

 Response: In determining the activities that most significantly
impact Canopy USA’s economic performance in the context of the purpose and design of Canopy USA, the Company advises the Staff that:

Activity 1: The exercise of the above-described conditional THC interests, which will require funding from Canopy Growth to do so, since
the consideration to be issued for the exercise of these interests is additional common shares of Canopy Growth or, in certain circumstances, an option for Canopy USA to pay in cash or cause Canopy Growth to issue additional common shares.

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August 11, 2023

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 As described above in response to the Staff’s Question 4, the purpose of Canopy USA is to exercise the
conditional THC interests and, as such, its purpose is to have direct ownership interest in Acreage, Wana, Jetty and TerrAscend. Once Canopy USA exercises its options to acquire the conditional THC interests, Canopy USA is expected to have a
controlling interest in Acreage, Wana and Jetty and a direct ownership interest in TerrAscend. The exercise of the conditional THC interests is significant and necessary to Canopy USA accomplishing its purpose and design.

Activity 2: The management of ongoing operations, including the establishment of an operating budget to achieve operating objectives –
which will include driving revenue growth both through Canopy USA’s current portfolio (Acreage, Wana and Jetty) as well as licensing opportunities. Examples of such decisions which will be made by the holders of the Canopy USA Class A
Shares include aligning on routes to market in various states, manufacturing and sourcing decisions for cannabis products, the creation of a single commercial organization to support the Canopy USA businesses, and alignment on centralized
back-office support functions.

 Pursuant to Section 7.01 of the Amended and Restated Limited Liability Company Agreement,
“the business and affairs of [Canopy USA] shall be managed, operated, and controlled by or under the direction of the board of managers, and the Board shall have, and is hereby granted, the full and complete power, authority, and discretion
for, on behalf of, and in the name of the [Canopy USA], to take such actions as it may in its sole discretion deem necessary or advisable to carry out any and all of the objectives and purposes of the [Canopy USA], to exercise any rights and powers
granted to the [Canopy USA] under this Agreement, and to exercise all power and authority vested in managers under the Delaware Act, in each case subject only to the terms of this Agreement.”

Until the conditional THC interests are exercised, it is not anticipated that any substantive decision will be required of Canopy USA since there are no
current employees or business operations, and it is merely a holding company. However, at all time, to the extent any decisions are required to manage and direct the operations of Canopy USA, the Canopy USA board of managers will make any such
decisions necessary for its ongoing operations.

 Once the conditional THC interests are exercised, the Canopy USA board of managers is expected to make
decisions for Canopy USA and manage the business operations of Acreage, Wana and Jetty, including the establishment of an annual business plan and operating budget. The annual business plan and operating budget will govern how Canopy USA operates
and manages its activities by setting financial targets for the consolidated Canopy USA business, including sales volumes, geographic distribution, production forecasts, licensing arrangements and eliminating redundancies between the different
entities in order to achieve synergies across the Canopy USA portfolio. As such, the annual business plan and associated operating budget will address the ris