The only certainty in civil litigation is that it is a distraction and a burden. (jua) (Entered: 12/06/2019), Miami Dade County Courts | Other | The lawsuit concerns Left Coasts merger with Subversive Capital Acquisition Company, a special purpose acquisition company that acquired another cannabis company, Jay-Z affiliate Caliva, at around the same AI-powered legal analytics, workflow tools and premium legal & business news. Counsel experienced in both civil litigation and cannabis-specific issues such as the federal/state conflict and state-by-state patchwork of cannabis regulations (and therefore not needing to be "brought up to speed") will be essential to guiding litigants to cost-effective resolutions. Case administratively closed - No Initiating Document filed/attached. The court ultimately decided not to dismiss the suit but to abstain from deciding the issue because of the primacy of state law concerning the subject matter of the contract. The potential for employment-related legal issues exists in every workplace, from the potential for race discrimination or sexual harassment suits under federal or state law to wage-related claims under the Fair Labor Standards Act (FLSA) or its state-law equivalent. According to the ruling shared by Zurn, Left Coast shareholders have the ability to file direct claims against private equity fund Fireman Capital Partners LLC and three Left Coast board members affiliated with the fund, including director Dan Fireman. Cannabis Investors Sue SPAC Deal Backers Over Diluted Stock To ensure the most secure and best overall experience on our website we recommend the latest versions of, Internet Explorer is no longer supported. Left Coast Ventures Company Profile: Acquisition & Investors The Sponsor and certain shareholders of Caliva and Left Coast Ventures will also receive certain customary registration rights after the expiration of such lock-up periods. Around the same time it will unveil a new SUV, its third vehicle and the one most likely to carry momentum in the mass market and attempt to close the sales gap with Tesla. Law360 provides the intelligence you need to remain an expert and beat the competition. By Seth A. Goldberg and Justin M. L. Stern In addition, businesses would be wise to take consumer complaints seriously. Polestar says it willhit public markets next quarter via areverse merger with Gores Guggenheim, Inc (NASDAQ:GGPI). Plaintiffs have successfully alleged [that] an improper side transaction intertwined with the merger rendered the merger itself unfair, Zurn wrote. Left Coast Ventures Investors interested in listening can do so via webcast at http://public.viavid.com/index.php?id=142580 or by dialing 844-512-2921 from the U.S., or 412-317-6671 from international locations, and entering confirmation code 13713699. Another trademark case recently decided in federal court further illustrates the branding complications posed by the treatment of marijuana under federal law. To embed, copy and paste the code into your website or blog: Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra: [Ongoing] Read Latest COVID-19 Guidance, All Aspects, [Hot Topic] Environmental, Social & Governance. In the nascent industry where licenses are highly coveted and hard to come by, individuals and businesses have been willing to invest in litigation as a means of securing their proverbial piece of the pie. The Defendants sought to dismiss the case in its entirety based on a federal illegality defense, but the court ruled that a complete dismissal would discourage parties from complying with state cannabis regulations. SCAC has received private placement commitments of $36.5 million at a price of $10.00 per share issuable immediately prior to, and conditional on, completion of the Transaction (the Private Placement). You have to know whats happening with clients, competitors, practice areas, and industries. The Parent Company, Formerly Subversive Capital Acquisition Corp., has Completed its Qualifying Transaction and is Now the Largest Vertically Integrated Cannabis Operation in California Shawn "JAY-Z" Carter, Chief Visionary Officer of The Parent Company, Leads Brand Strategy and The Parent Company Social Equity Ventures, a Corporate WebManufacturing. Why is this public record being published online? - Jeffry Allen, Director of NetApp and Barracuda U.S. COURT OF APPEALS 19-35952 D.C. No. Plaintiff, John Joseph Smith, individually and on behalf of entities he controls, alleges that Defendants, Thomas M. Scott, CA Ventures, LLC, and a number of other related entities formed by Scott and CA VenturesCA Ventures (the Subsidiary LLCs), terminated him from his employment with CA Ventures without cause, but nevertheless stripped him Left Coast Ventures The court Focused primarily on complex litigation in heavily regulated industries, he routinely provides strategic advice to manufacturers, distributors, and retailers of cannabis-derived products. The federal court rejected the insurers defense, noting federal marijuana regulation has undergone substantial changes in recent years and holding an insurer who knowingly insures marijuana cannot later escape its obligations under the agreement by asserting the illegality defense. 2019-05-16, Los Angeles County Superior Courts | Contract | TheKIVAruling suggests a hostility, at least on the part of one federal court, toward trademark claims based on conduct that is unlawful under federal law. Roadside-assistance startup Urgently has held talks to go public through a merger with Graf Acquisition Corp. IV (NYSE:GFOR). ET AL VS TILRAY INC. The Delaware Chancery Court, for the second time in recent months, ruled that shareholders have the standing to sue board members for breach of their duties in the so-called de-SPAC agreement. Roc Nation works in every aspect of modern entertainment, with recording artists, producers, songwriters, and more. Implementing QC and compliance policies, including strict adherence to safety standards and required testing protocols, can mitigate the risk of selling products that do not comply with the law or reflect whats stated on the package or label. v. Woodstock Products Co. International Inc., et al., SDNY 1:18-cv-01840-RWS, a team of Duane Morris lawyers led by Seth Goldberg represented a cannabis-infused products manufacturer in a trademark infringement lawsuit brought by the founders of the Woodstock Music & Arts Festival of 1969 concerning the rights to the "WOODSTOCK" trademark in connection with cannabis-related products.). TheHelixcase confirms the "federal illegality" defense has its limits; as with tax cases concerning the application of Internal Revenue Code 280E to cannabis businesses, the fact marijuana is federally illegal will not protect employers who otherwise run afoul of federal law in operating their businesses. Fired CA Ventures exec accuses CEO Headquarters Regions San Francisco Bay Area, West Coast, Western US. Log in to keep reading or access research tools. Reflecting yet another sort of consumer-type action, a number of CBD companies selling their products online have been sued in putative class actions under the Americans with Disabilities Act (ADA) on the grounds their websites are not accessible to blind customers. Pursuant to the terms of the definitive transaction agreement (the OG Enterprises Agreement) with respect to OG Enterprises Branding, Inc. (OG Enterprises), Caliva will acquire the remaining 50% interest in OG Enterprises, which is currently 50% owned by Caliva and 50% owned by an affiliate of Shawn JAY-Z Carter, by merging such entity with and into Caliva (the OG Enterprises Transaction), with Caliva continuing as the surviving entity. Helix argued Kenney was not entitled to the protections of the FLSA because marijuanathe industry in which Helix operatesis unlawful under federal law. Cannabis Co. Sued For $150M Over Effort To Devalue Rival Over the initial three year term, of the Roc Nation agreement, The Parent Company will pay to SC Branding, LLC the following consideration in SCAC Common Shares: (i) $25 million payable following commencement of the term; (ii) $7.5 million payable in respect of the second year of the term; and (iii) $7.5 million payable in respect of the third year of the term. Such risks and uncertainties include, but are not limited to: failure to complete the Transaction or the Private Placement, inability to obtain requisite regulatory or shareholder approvals, changes in general economic, business and political conditions, changes in applicable laws, the U.S. and Canadian regulatory landscapes and enforcement related to cannabis, changes in public opinion and perception of the cannabis industry, reliance on the expertise and judgment of senior management, as well as the factors discussed under the heading Risk Factors in the Investor Presentation dated November 24, 2020 which is available on SEDAR at www.sedar.com. The Parent Company - Subversive Capital Acquisition Corp. Closes This information is available in the While patents and copyrights are within the exclusive domain of federal law, claims may be brought for trademark infringement under federal or state law. Subversive Capital opted to purchase both Left Coast and Caliva for $142.2 million and $282.9 million, respectively. KIVA Health moved to dismiss the counterclaims, arguing KBIs manufacture and sale of federally unlawful products rendered it unable to maintain the claims. Polestars new machine is only a concept and not available for sale. InWilcoxen v. Canna Brand Solutions LLC, filed in the wake of the vaporizer/e-cigarette lung illness outbreak, the plaintiff alleged manufacturers of THC vaporizer accessories had produced and sold defective products, leading to the consumers injuries. Sisu members will receive consideration in the form of $15.0 million in cash and the remainder in newly issued SCAC Common Shares, subject to exceptions for certain U.S. persons that will receive consideration in cash. Given the second caveat in particular, parties instituting lawsuits or counter-claiming against a plaintiff may want to seek remedies in the form of monetary payments rather than shares in a business, because, as we explore below, courts have shown a reluctance to grant the latter type of relief in marijuana-related cases. - Shawn JAY-Z Carter as Chief Visionary Officer. This case, like the contract dispute cases discussed above, demonstrates legal obligations may not simply be ignored on the grounds they concern marijuana. While these types of lawsuits are common in most industries, because of the cannabis industrys youth and the unique federal and state regulatory issues involved, businesses or consumers bringing, maintaining, or defending a civil action may be in uncharted waters. Subversive subsequently joined forces with Jay-Z to bring to life The Parent Co, which bills itself as Californias premier cannabis business. Most of these contracts are still litigated in state courts where they will still be held enforceable, and the risk of federal court does not negate the good sense of having a well-drafted agreement. Visionary Officer of new cannabis In fact, his The new companys brand strategy and marketing will be led by Jay Z and Roc Nation, leveraging unparalleled cultural influence of leading artists and entertainers to build the most valuable and scalable brand IP in cannabis, according to TPCO. This case was filed in U.S. District Courts, The Roc Agreement will be effective as of the consummation of SCACs qualifying transaction and will remain in effect for an initial period of three years, provided that The Parent Company and Roc Nation may elect to extend the term for an additional three years upon terms to be mutually agreed. Holding. About Subversive Capital Acquisition Corp. Subversive Capital Acquisition Corp. (SCAC) is a special purpose acquisition corporation incorporated under the laws of the Province of British Columbia for the purpose of effecting, directly or indirectly, a qualifying transaction within a specified period of time. 19-35952 | 2019-11-14, U.S. District Courts | Contract | As such, the case was sent back to state court. If federal courts are willing to find whole contracts unenforceable due to the illegality of cannabis, then it is difficult to imagine how much weight specific provisions within those contracts would have. The Latest SPAC News and Rumors: March 2, 2022. UniCourt uses cookies to improve your online experience, for more information please see our Privacy Policy. No further entries will be made on this case. Other putative class actions filed in federal court have relied on alleged violations of different federal laws to target businesses in the cannabis industry. PLANT LIFE APOTHECARY LLC ET AL VS LEFT COAST VENTURES, INC. Docket Entry: Order of Dismissal; Event Type: Judgment; Comments: WITH PREJUDICE. Last week, federal Judge Marsha Pechman sent an ominous signal regarding the enforceability of cannabis contracts by issuing an Order to Show Cause, in which the parties have to show why the court should not dismiss the case. TheKIVAcase also demonstrates IP rights in the cannabis industryas in other consumer product marketscan be incredibly valuable. Although Washington law governs the breach of contract claim, where it is alleged that an agreement violates a federal statute, courts look to federal law. Polk v. Gontmakher, No. Try our Advanced Search for more refined results. Green Earth Wellness Ctr. The crux of the case was Helix classified Kenney as an "exempt" employee, meaning he was not eligible for overtime pay. C19-1297 MJP, 2019 U.S. Dist. Pursuant to the terms of the definitive transaction agreement with respect to Caliva (the Caliva Agreement), SCAC will directly purchase each share of capital stock of Caliva owned by Canadian shareholders and, immediately thereafter, Caliva will merge with a newly-formed wholly-owned Delaware subsidiary of SCAC, with Caliva continuing as the surviving entity and becoming a wholly-owned subsidiary of SCAC (collectively, the Caliva Transaction). The case, Left Coast Ventures, Inc. v. Bills Nursery, Inc. (case no. - Michael Auerbach, Founder and Chairman of SCAC. Cannabis plants grow in the greenhouse at the MG Health Ltd. growing facility in the South African country of Lesotho. In a ruling issued late last year, the court explained "[t]o hold that KBIs prior use of the KIVA mark on a product that is illegal under federal law is a legitimate defense to KHBs federal trademark would put the government in the anomalous position of extending the benefits of trademark protection to a seller based upon actions the seller took in violation of that governments own laws." (In a similar case,Woodstock Ventures LC, et al. Cooley LLP and Cassels Brock & Blackwell LLP are acting as legal counsel to Left Coast Ventures. For the second time in recent months, Delawares Chancery Court has ruled that shareholders can sue board members for breaching their duties in a de-SPAC deal. While they may require payment of regulatory penalties, forfeiture of a license or certification, or a change to the business structure, the objective of these types of actions is often a defined outcome. Please see our Privacy Policy. As evidenced by the spike in cannabis-related litigation in 2019, and as the industry matures it seems like it may mirror most other U.S. industries in the sense participants will resolve disputes with litigation. Overview News & Insights. NOT FOR PUBLICATION UNITED STATES COURT OF APPEALS FILED NOV 27 2020 MOLLY C. DWYER, CLERK FOR THE NINTH CIRCUIT LEFT COAST VENTURES, INC., a Delaware corporation, No. After the insurer denied the claim, arguing the contract was void because its insured could not have an "insurable interest" in federally illegal marijuana, the insured sued. April closed out the month having priced just one SPAC IPO with Ares Acquisition Corp. IIs upsized $450 million offering. Unfortunately, the maturing cannabis industry appears to be like any other when it comes to this kind of dispute resolution. Headquartered in Santa Rosa, CA, Left Coast Ventures is a diversified cannabis and hemp company specializing in cultivation, extraction, manufacturing, brand development, and distribution. This press release may contain forward-looking information within the meaning of applicable securities legislation which reflects SCACs current expectations regarding future events. The plaintiff countered that because the object of the agreement was marijuana (illegal under federal law), no contract was formed. +1 215 979 1175 It would be a strong signal for a second case to be dismissed on unenforceability in a few months, and both here in Western Washington, which has had state-legal cannabis for seven years now. Roc Nation, founded in 2008 by JAY-Z, has grown into the worlds preeminent entertainment company. Left Coast Ventures - Crunchbase Investor Profile & Investments The case In Left Coast Ventures, Inc. v. Bill's Nursery Inc., et al., No. 2003-02-04. Judge Pechman distinguished from that and stated.
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