RE:Clear as mudFrom Stockwatch.com: As announced yesterday, the company plans to create Canopy USA LLC, a holding company that it says will be able to exercise the U.S. takeovers even prior to legalization. The "deliberate and highly structured process" will include special provisions to ensure compliance with the federal cannabis ban. Among other things, a new class of exchangeable shares -- which will require shareholder approval for creation -- will help serve as a "protective layer" for the Canadian businesses. Canopy USA will have its own management, and Canopy will not have voting rights. Acreage, Wana and Jetty will continue to operate under existing management. The announcement included a warning that Canopy's interpretations of the law "may differ from those of others, including ... [the] government, securities regulators and stock exchanges." In statements to the media, however, president and chief executive officer David Klein said Canopy is already in discussions with regulators and is confident in its decision. He was certainly jubilant in today's press release, declaring that the move "enables us to take control of our own destiny and capitalize on the once-in-a-generation opportunity in the largest cannabis market in the world." Also on board is Canopy's largest shareholder, U.S. alcohol giant Constellation Brands. Constellation announced today that it approves of the deal and will vote in favour of creating the exchangeable shares at Canopy's special meeting in January. Constellation will then convert all of its 171 million common shares of Canopy into exchangeable shares. The exchangeable shares will be convertible into common shares, but will not carry voting privileges or other rights in the meantime. (While this is likely a necessary move to keep U.S. cannabis at a safe regulatory distance to Constellation, it also has the advantage -- as Constellation would likely see it -- of putting extra distance between Canopy's performance and Constellation's books. The investment has not been a winner so far. Even with today's jump, the above 171 million shares are worth only $679-million, a fraction of the $5.48-billion that Constellation paid for them.)