Investor Type. 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. 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. 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. The case, Left Coast Ventures, Inc. v. Bills Nursery, Inc. (case no. The proposed class action was filed Tuesday in Delaware Chancery Court by former common stockholders of Left Coast Ventures Inc., a cannabis company that spun off from Privateer Holdings Inc. InKenney v. Helix TCS, the plaintiff sued his employer (Helix), a company that provides security services to businesses in the marijuana industry. Below is a daily summary of links to the latest SPAC news and rumors gathered across the web. InMann v. Gullickson, a company claimed it was due money under an agreement pursuant to which it provided consulting services to marijuana businesses. Left Coast Ventures and its subsidiaries are working to shape the future of the legal cannabis industry in the United States through acquisitions, investments, and incubation while building a respected portfolio of top shelf brands. Roc Nation Sports was founded in 2013, bringing the organizations full-service touch to athletes across the NFL, NBA, MLB, and global soccer. Consequently, lawsuits may be more challenging for litigants, and thus potentially more disruptive and costly. The relevant caveats are 1) the cases described in this section have been decided by courts in states that have legalized marijuana in one form or another, and 2) the parties in these cases did not seek a remedy that would require a court to order violation of the CSA. Shawn JAY-Z Carter, who will become The Parent Companys Chief Visionary Officer following closing of the Transaction, said: Although we know we cant fully redeem the injustices created by the war on drugs, we can help shape a brighter and inclusive future. 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. The court denied the defendants motion for summary judgment, writing that it could grant the relief sought in the case without requiring either party to violate federal law: "[M]andating payment does not require Gullickson to possess, cultivate, or distribute marijuana, or to in any other way require her to violate the [Controlled Substances Act (CSA)]." The securities have not been and will not be registered under the United States Securities Act of 1933. PLEASE NOTE: A verification email will be sent to your address before you can access your trial. This case, like the contract dispute cases discussed above, demonstrates legal obligations may not simply be ignored on the grounds they concern marijuana. 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.). Public Records Policy. Founded by Michael Auerbach and led by Chief Executive Officer, Leland Hensch, SCAC is dedicated to investing in radical companies whose core missions subvert the status quo. If you do not agree with these terms, then do not use our website and/or services. KIVA Health Brands v. KIVA Brandsinvolved a dispute over rights to the name "KIVA" between a health foods company (Kiva Health) and a marijuana-infused edibles company (Kiva Brands, or KBI). - Al Foreman, Partner of Tuatara Capital Jay-Z has long been involved in the marijuana space. While it may be relatively difficult for marijuana businesses to find insurers who are ready, willing, and able to work with them, identifying such insurers could prove invaluable. Why is this public record being published online? A federal appellate court disagreed, stating in no uncertain terms "employers are not excused from complying with federal laws just because their business practices are federally prohibited.". Wash. Aug. 28, 2019) (citing Kelly v. Kosuga, 358 U.S. 516, 519 (1959) (the effect of illegality under a federal statute is a matter of federal law). Left Coast Ventures And the best part of all, documents in their CrowdSourced Library are FREE! LEXIS 210736 (W.D. While we endeavor to keep our readers as updated as possible on the legality of cannabis by U.S. jurisdiction, we encourage you to check your local marijuana laws. SAGoldberg@duanemorris.com, Justin M. L. Stern In contrast, when a party embarks on or is roped into civil litigation, the remedy sought almost always is money damages and the amount is almost always uncertain until it is determined by the judge or juryor between the parties in a settlement. WebManufacturing. Carlos Santana and Left Coast Ventures announced the development of premium cannabis and CBD brands Wednesday under the guitarist and marijuana advocate's brand. 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. The lawsuit was originally filed in Washington state court but was removed to federal court based on diversity jurisdiction. WebLeft Coast Ventures Aug 2020 - Present 2 years 9 months. Left Coast Ventures Inc v. Bill's Nursery Inc et al, Left Coast Ventures Inc v. Brightstar LLC, CONSTANTINE SCURTIS VS ALEXANDER E. RODRIGUEZ ET AL. In fact, his Its a car engineered for Instagram likes and, fittingly, its ready to influence autonomously and at speed. DocketDocket Entry: Order of Dismissal; Book/Page: 32576:3524; Event Type: Event; Comments: WITH PREJUDICE Parties: Left Coast Ventures Inc. DocketDocket Entry: Stipulation for Dismissal; Event Type: Event, DocketDocket Entry: Order:; Event Type: Event; Comments: GRANTING RESPONDENT LEFT COAST VENTURES, INC. S MOTION TO ENFORCE SUBPOENAS AND TO COMPEL PRODUCTION OF DOCUMENTS, DocketDocket Entry: Motion for Extension of Time; Event Type: Event; Comments: Parties: Colleen Lynn Smeryage; Plant Life Apothecary LLC; Kohen Elad; Duchman Dovid, DocketDocket Entry: Order:; Event Type: Event; Comments: GRANTING MOTION TO ENFORCE SUBPOENAS AND TO COMPEL PRODUCTION OF DOCUMENTS, DocketDocket Entry: Notice:; Event Type: Event; Comments: RE-DISCOVERY DEADLINE IN WASHINGTON ACTION, HearingHearing Info; Description: Motion Calendar; Hearing Code: MOTCAL; Hearing Time: 9:30AM, DocketDocket Entry: Motion Calendar; Event Type: Hearing; Comments: RESPONDENT'S MOTION FOR STATUS CONFERENCE, DocketDocket Entry: Notice of Hearing-; Event Type: Event; Comments: 05/04/2021, DocketDocket Entry: Response to Motion; Event Type: Event; Comments: TO QUASH FOR PROTECTIVE ORDER REGARDING SUBPOENAS SERVED NON-PARTIES, DocketDocket Entry: Order:; Event Type: Event; Comments: GRANTING VERIFIED MOTION TO APPEAR PRO HAC VICE. While most of the product liability and consumer fraud litigation has taken place in the hemp industry, the marijuana market has not been entirely immune. 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. 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. media@subversivecapital.com, Investor Relations Case law has shown courts willingness tosua sponteconsider the issue of federal illegality in determining whether consideration of the matter is proper. - Dennis OMalley as COO, President of Caliva The preliminary prospectus is expected to be filed shortly. 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. 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. ), Create custom alerts for specific article and case topics and, I took a free trial but didn't get a verification email. Seth A. Goldberg Based on sources and uses of capital, SCAC will have sufficient cash to satisfy the Transaction's closing conditions. 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 affiliate of Mr. Carter will enter into a lock-up agreement upon closing of the Transaction restricting sales of SCAC Common Shares for six months after the closing of the Transaction. The Latest SPAC News and Rumors: March 2, 2022. They also normally involve novel questions of statutory and constitutional interpretation. All or any portion of each SCAC Note will be convertible, at the option of the holder, into SCAC Common Shares at a conversion price equal to $10.00 per SCAC Common Share. Left Coast Caliva and Left Coast Ventures expect combined pro forma revenues of $185 million in 2020 and $334 million in 2021. Plaintiffs in these sorts of rows, as in other industries, may seek a variety of remedies, from an award of monetary damages to an order requiring the transfer of a particular ownership interest from one to another. In Left Coast Ventures, Inc. v. Bill's Nursery Inc., et al., No. Newly formed vertically integrated cannabis company to be named TPCO Holding Corp. (The Parent Company), will be the largest in California, Shawn JAY-Z Carter will join The Parent Company as Chief Visionary Officer to guide brand strategy and The Parent Company Social Equity Ventures, a corporate venture fund investing in Black-owned and minority-owned cannabis businesses, Entertainment powerhouse Roc Nation signs exclusive cannabis partnership with The Parent Company, $36.5mm in equity commitments from existing and new shareholders provides sufficient cash to satisfy closing conditions, Transaction expected to close in January 2021, Class A Units currently trade on the NEO under the symbol SVC.A.U and on the OTCQX under the symbol SBVCF, Conference call and webcast available for replay. Password (at least 8 characters required). Docket Entry: Order:; Event Type: Event; Comments: ON VERIFIED MOTION TO APPEAR PRO HAC VICE IS GRANTED. +1 215 979 1175 As businesses with employees, companies operating in the cannabis space are not immune from these sorts of issues and they have begun to face these sorts of claims. A court judge will allow a lawsuit against Left Coast Ventures, its SPAC partner and others to proceed Jay-Z has long been involved in the marijuana space. 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 By continuing to use this website, you agree to UniCourts General Disclaimer, Terms of Service, While parties may want to include provisions restricting the ability to invoke the federal illegality defense as an added layer of protection, a key takeaway from the cases explored above is, as a general proposition andwith a number of caveats, it appears as though courts have been willing to entertain contractual disputes concerning marijuana businesses. Left Coast Venture shareholders will receive consideration in the form of newly issued SCAC Common Shares, subject to exceptions for certain U.S. persons that will receive consideration in cash. - Jeffry Allen, Director of NetApp and Barracuda This dismissal would not be precedential, but it would send a strong signal about how federal courts will treat contracts concerning cannabis. No further entries will be made on this case. Unfortunately, the maturing cannabis industry appears to be like any other when it comes to this kind of dispute resolution. The company is weighing reaching out to regulators in the country for approval for a SPAC merger in order to satisfy new requirements unveiledin December. WebLeft Coast Ventures has a revenue of $31.6M, and 138 employees. Caliva is a leading single-state cannabis operator in California. 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. 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. April 27, 2020 This press release may contain forward-looking information within the meaning of applicable securities legislation which reflects SCACs current expectations regarding future events. Case administratively closed - No Initiating Document filed/attached. Headquartered in Santa Rosa, CA, Left Coast Ventures is a diversified cannabis and hemp company specializing in cultivation, extraction, manufacturing, brand development, and distribution. Berrin Noorata Quinn Emanuel Urquhart & Sullivan, LLP var today = new Date(); var yyyy = today.getFullYear();document.write(yyyy + " "); | Attorney Advertising, Copyright var today = new Date(); var yyyy = today.getFullYear();document.write(yyyy + " "); JD Supra, LLC. Roc Nation, founded in 2008 by JAY-Z, has grown into the worlds preeminent entertainment company. The Parent Company recorded a conference call with members of the executive management team to discuss this announcement. However, last week saw four Latest SPAC Liquidations: LAVA Medtech Acquisition Corp., Digital Acquisitions I Corp. LAVA Medtech Acquisition Corp. (LVAC) to Liquidate on May 3 LAVA Medtech Acquisition Corp. (NASDAQ: LVAC) announced today that the board of directors of the Company (the Board) has elected to abandon and not implement the extension that was approved by stockholders on April Project Energy Reimagined Acquisition Corp. (Nasdaq: PEGR)announced this afternoon that it has signed anon-binding letter of intent (LOI) to combine with an unnamed target. Investor Since. In addition, given the increasing prevalence of ADA lawsuits brought against cannabis companies, businesses need to keep in mind they are subject to the laws and regulations generally applicable to businesses regardless of industry. 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. Focused primarily on complex litigation in heavily regulated industries, he routinely provides strategic advice to manufacturers, distributors, and retailers of cannabis-derived products. 05/20/2021 - Motion for Extension of Time, 02/16/2021 - Motion/petit for Enforcement, DocketDocket Entry: Order of Dismissal; Event Type: Judgment; Comments: WITH PREJUDICE. Try our Advanced Search for more refined results. Highlighting the fact courts are grappling with how to deal with many cannabis-related issues, the judge inSnyderdecided to stay the case pending development of federal regulations concerning the use of CBD in consumer products. Participants increasingly are engaged in civil litigation involving 1) consumer-oriented claims, such as product liability, personal injury, and consumer fraud; 2) commercial disagreements, such as claims for breach of contract in consulting agreements, insurance policies, or supply agreements; 3) partnership claims, such as disputes over ownership interests and performance payouts; 4) intellectual property claims, such as trademark infringement or trade secret/non-compete violations; and 5) employment-related claims, such as harassment, workers compensation, and wage-related claims. It is not necessarily surprising that a federal judge would have this opinion, but what is notable is that we are getting these opinions in 2019, many years after cannabis was legalized. 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. 2:20-CV-05263 | 2020-06-12, U.S. Courts Of Appeals | Contract | This case was filed in Miami Dade County Courts, Miami The LCV Note Repayment and cash portion of the Sisu Consideration may, in certain circumstances, be partially satisfied by convertible notes issued by SCAC (the SCAC Notes). 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. Recently, the cannabis industryalbeit primarily in the hemp spacehas seen an uptick in product-liability-related and consumer-oriented cases. Not surprisingly, commercial contract disputes represent a substantial portion of civil litigation in this country. 19-35952 | 2019-11-14, U.S. District Courts | Contract | 2003-02-04. Benesch Friedlander Coplan & Aronoff LLP is serving as U.S. legal advisor and lead transaction counsel and Bennett Jones LLP as Canadian counsel to Caliva. In Left Coast Ventures, Inc. v. Bill's Nursery Inc., et al., No. In contrast, a breach of contract suit seeking purely monetary damages would not, under the cases explored above, register the same issue, perhaps presenting a more viable alternative to a litigant hoping to survive a defense rooted in the illegality argument. California is the most powerful cannabis economy in the world, and we have a unique opportunity to consolidate the market, Subversive Capital Acquisition Corp. (SCAC) Chair Michael 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. up to approximately 3.9 million additional SCAC Common Shares (subject to certain reductions on account of the Private Placement, the Caliva Earnout Shares) if the aggregate consolidated cash of SCAC, at closing, net of short term indebtedness, is less than $225.0 million, in which case a proportionate number of Caliva Earnout Shares would become payable based on whether The Parent Company raises cash proceeds to cover such shortfall in the 12 months following closing and whether the weighted average price per share for any equity securities used to raise such cash proceeds is below $10.00 per share. Founded in 2015, Calivas industry advantage comes from its vertical integration and direct-to-consumer platform. ET AL, GREEN LEAGUE VENTURES LLC ET AL VS PRIVATEER HOLDINGS INC ET. 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 A couple of noteworthy lessons emerge from a review ofPolkandLeft Coast Ventures. Disclaimer: The content of this website is provided for information purposes only. Case administratively closed - No Initiating Document filed/attached. Relatedly, consumer lawsuits, including consumer fraud actions, accuse businesses of misrepresenting their product, typically by falsely labeling, packaging, or advertising the product on a mass scale. Kenneys suit argued he should not have been so classified and was owed overtime under the FLSA. To ensure the most secure and best overall experience on our website, we recommend the latest versions of, http://public.viavid.com/index.php?id=142580, up to approximately 17.4 million additional SCAC Common Shares in the event the volume weighted average trading price (VWAP) of SCAC Common Shares reaches $13.00, $17.00 and $21.00 within three years of closing (with one-third of such shares delivered at each such price threshold); and. 2019-05-16, Los Angeles County Superior Courts | Contract | Im proud of FCP's role and confident that The Parent Company will go on to build industry-leading brands in the cannabis space.. 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. Roadside-assistance startup Urgently has held talks to go public through a merger with Graf Acquisition Corp. IV (NYSE:GFOR). 2020-12-14, U.S. District Courts | Contract | And the best part of all, documents in their CrowdSourced Library are FREE! Dkt. However, it does draw some attention for the company at a critical time in its five-year history. Chris Akelman, Partner at Fireman Capital Partners (FCP), said: Caliva and Left Coast Ventures are two proven cannabis operators, and California is an incredible market with a huge opportunity for consolidation. Green Earth Wellness Ctr. Under the terms of the LCV Agreement, upon closing of the LCV Transaction the Left Coast Ventures shareholders will receive aggregate consideration of approximately $142.2 million (subject to certain adjustments and holdbacks) less the Sisu Consideration (as defined below). The defendant argued the federal court hearing the case should refuse to enforce the consulting agreement on the grounds marijuana is illegal under federal law. Left Coast Ventures is headquartered in Sonora, California. DocketDocket Entry: Order:; Event Type: Event; Comments: ON VERIFIED MOTION TO APPEAR PRO HAC VICE IS GRANTED. Also unique to the realm of trademarks is products for which trademark protection are sought must be lawful under federal law. In fact, his appreciation for the industry has led him to be a staunch supporter of companies whose businesses are based on the plant. In addition, businesses would be wise to take consumer complaints seriously. (Compare this result to the one inGullickson, in which the party sought relief in the form of payment and the case was not dismissed.) TheKIVAcase also demonstrates IP rights in the cannabis industryas in other consumer product marketscan be incredibly valuable. VS HUGO SAAVEDRA, ET AL. Participating Rounds. The Sponsor has also agreed to forfeit to SCAC (i) approximately 0.6 million SCAC Common Shares on closing of the Transaction, and (ii) a number of SCAC Common Shares equal to any Caliva Earnout Shares issued to the Caliva shareholders. Roc Nation works in every aspect of modern entertainment, with recording artists, producers, songwriters, and more. 2:19-cv-00686-RSM Plaintiff-Appellant, MEMORANDUM* v. BRIGHTSTAR, LLC, a limited liability company With renewed momentum for SPACs this year, the recent ruling is definitely a reminder that even innovative SPAC deals in cutting-edge industries are subject to the same old Delaware law.
left coast ventures lawsuit