WebManufacturing. 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. This information is available in the Left Coast Ventures is headquartered in Sonora, California. 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. Because that claim challenges the fairness of the merger, it is direct.. Blake, Cassels & Graydon LLP and Paul Hastings LLP are acting as legal counsel to SCAC. 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. The only certainty in civil litigation is that it is a distraction and a burden. Cummings & Lockwood LLC, Reed Smith LLP and Aird & Berlis LLP are acting as legal counsel to Shawn (JAY-Z) Carter and his affiliate entities. Subversive Capital Acquisition Corp. San Francisco Bay Area General Counsel, VP Legal Left Coast Ventures Dec 2019 - Jan 2021 1 year 2 months. The Latest SPAC News and Rumors: March 2, 2022 - SPACInsider InLeft Coast Ventures Inc. v. Bills Nursery Inc., the same federal district court addressed a contract dispute as to the rights to a licensed medical marijuana facility in Florida. As product liability and consumer products litigators know, while a single aggrieved consumer might not seem like a big deal, that consumer could wind up being the canary in the coal minea signal of an impending wave of litigation. WebThe plaintiffs, former Left Coast stockholders and optionholders, challenged the fairness of the merger in a March 2021 lawsuit, alleging that defendants Fireman Capital Partners LLC (Fireman Capital), Fireman Capital Partners III, L.P. (Fireman Capital III, and together with Fireman Capital, Fireman), Bassler Co Corp. (Bassler), Crocket In addition, businesses would be wise to take consumer complaints seriously. Later, allegedly, he was fired because a drug test detected THC in his system. Pursuant to the terms of the Sisu Agreement, the transaction will be structured as a merger of a newly-formed wholly-owned subsidiary of Left Coast Ventures with and into Sisu, with Sisu continuing as the surviving entity. These cases and others like them present several takeaways. The Sponsor and certain shareholders of SCAC will enter into a lock-up and forfeiture agreement upon closing of the Transaction restricting sales of SCAC Common Shares for six months after the closing of the Transaction. Finally, one place to get all the court documents we need. A cannabis companys investors sued its private equity backers in Delaware, claiming Fireman Capital Partners LLC made an egregious, self-interested cash grab by diluting stock just before a blank check company acquired it and went into business with hip hop mogul Jay-Z. Web(April 1, 2021) - Three former Left Coast Ventures Inc. shareholders say the cannabis company's insiders breached their fiduciary duty by pushing through amendments to Operating Status Active. Where the relief requested is a share in a marijuana business, courts have appeared wary to take up the case for fear awarding such relief itself could be a violation of federal law. Cannabis Co. Sued For $150M Over Effort To Devalue Rival Smart car technology companyEcarx Co., whose backers includeZhejiang Geely Holding Group Co., is considering seeking a U.S. listing via a merger with a blank-check company. 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. 2019-05-16, Los Angeles County Superior Courts | Contract | Cannabis plants grow in the greenhouse at the MG Health Ltd. growing facility in the South African country of Lesotho. 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. Jay-Z has long been involved in the marijuana space. This matter is before the Court on Defendant's Motion to Dismiss Plaintiff's First Amended Complaint. In addition, the Left Coast Venture shareholders may receive up to approximately 3.9 million additional SCAC Common Shares in the event the 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). 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 Parent Company recorded a conference call with members of the executive management team to discuss this announcement. 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. In fact, his The Latest SPAC News and Rumors: March 2, 2022. WebLeft Coast Ventures has a revenue of $31.6M, and 138 employees. The crux of the case was Helix classified Kenney as an "exempt" employee, meaning he was not eligible for overtime pay. In the world of civil litigation involving the very young cannabis industry, the laws are still developing, so there are unknowns. A developer sued the city of La Habra for more than $100 million last week for blocking the conversion of an unprofitable golf course into a 443-home housing and Green Earth Wellness Ctr. On Monday, Vice Chancellor Morgan Zurn refused to dismiss a lawsuit by shareholders of Left Coast Ventures Inc, a privately-held cannabis company that was As experienced trial lawyers who have litigated civil actions involving a number of different industries and who have focused on advising clients with a broad range of cannabis-related interests, we have set forth below examples of the intersection between civil litigation and cannabis, with a focus on tips for planning ahead to avoid or resolve quickly an otherwise resource-draining civil action. 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. Public Records Policy. ET AL VS TILRAY INC. (It is unclear whether the result inKIVAcould be expected in a patent dispute rather than a trademark case, as there is no "lawful use" requirement for patent eligibility as there is for trademark protection under the Lanham Act.) Left Coast investors sue over financing amendments on eve of take Roc Nation, founded in 2008 by JAY-Z, has grown into the worlds preeminent entertainment company. Stikeman Elliot LLP is acting as legal counsel to Canaccord Genuity Corp. ), Create custom alerts for specific article and case topics and, I took a free trial but didn't get a verification email. Left Coast Ventures - Dennis OMalley as COO, President of Caliva All industries are dependent on commercial relationships, such as arrangements between firms regarding product development, supply and distribution, and sales and marketing. Please see our Privacy Policy. On 12/14/2020 PLANT LIFE APOTHECARY LLC filed an Other lawsuit against LEFT COAST VENTURES, INC. (jua) (Entered: 12/06/2019), Miami Dade County Courts | Other | InWilliams v. Eaze Solutions, for instance, the plaintiff argued Eazewhich operates a mobile application to facilitate the delivery of cannabis products from dispensaries to consumersviolated the Telephone Consumer Protection Act (TCPA) by sending repeated, unsolicited text messages. 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. Holding. - Daniel Neukomm, CEO of La Jolla Group media@subversivecapital.com, Investor Relations Frequently, the consumer (either alone or on behalf of a purported "class" of injured individuals) will claim the product suffers from some type of "defect." Log in to keep reading or access research tools. 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. Pursuant to the terms of the binding heads of terms agreement (the Roc Agreement) with respect to Roc Nation, LLC (Roc Nation), The Parent Company will become Roc Nations Official Cannabis Partner, Roc Nation will provide The Parent Company with special access and rights with respect to Roc Nations roster of artists and athletes and Roc Nation will promote The Parent Companys brand portfolio and provide various services specifically described therein. Jay-Z backed cannabis company faces lawsuit following court Case administratively closed - No Initiating Document filed/attached. A couple of noteworthy lessons emerge from a review ofPolkandLeft Coast Ventures. Explaining a federal court cannot grant a remedy that, in effect, mandates illegal conduct, the court dismissed the complaint. TokingTimes 2023 All rights reserved. LOADING PDF: If there are any problems, click here to download the file. Case administratively closed - No Initiating Document filed/attached. InMann v. Gullickson, a company claimed it was due money under an agreement pursuant to which it provided consulting services to marijuana businesses. As such, the case was sent back to state court. 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). investor@subversivecapital.com, Nike Communications 2:19-CV-00686 | 2019-05-08, Florida Dade Court System | Contract | Fireman Capital reportedly made a crucial loan to Left Coast at a time when the company was making several deals to negotiate its complex SPAC disposal agreement with Subversive. Infinity Global Consulting Group, Inc. et al v. Left Coast Additionally, while the decisions of one federal district court certainly do not amount to precedent, the type of remedies sought appears to matter. 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)]." Judge Pechman distinguished from that and stated. Some of the most high-profile cannabis legal proceedings to date have involved enforcement actions by federal and state government agencies, such as the Internal Revenue Service and state licensing bodies. 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. mg Magazine. If you do not agree with these terms, then do not use our website and/or services. Founded Date 2018. Dkt. - Shawn JAY-Z Carter as Chief Visionary Officer. 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. 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.". April closed out the month having priced just one SPAC IPO with Ares Acquisition Corp. IIs upsized $450 million offering. Caliva and Left Coast Ventures expect combined pro forma revenues of $185 million in 2020 and $334 million in 2021. Its unclear, for example, whether Eazes argument in favor of arbitration would have fared as well as it did were the case heard in another jurisdiction. Its a car engineered for Instagram likes and, fittingly, its ready to influence autonomously and at speed. Under the terms of the Sisu Agreement, upon closing of the Sisu Transaction the Sisu members will receive aggregate consideration of approximately $76.3 million of consideration (subject to certain adjustments and holdback, the Sisu Consideration). theparentcompany@nikecomm.com, Internet Explorer presents a security risk. 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). Roc Nation Sports was founded in 2013, bringing the organizations full-service touch to athletes across the NFL, NBA, MLB, and global soccer. Polestar says it willhit public markets next quarter via areverse merger with Gores Guggenheim, Inc (NASDAQ:GGPI). That said, it is still a good idea to include provisions in contracts acknowledging the federal illegality of cannabis, including a covenant that the parties agree not to raise the argument of enforceability in litigation. Docket(#1) Clerks Notice to Filer re: Electronic Case. Under the terms of the OG Enterprises Agreement, upon closing of the OG Enterprises Transaction the affiliate of Mr. Carter will receive 5.0 million SCAC Common Shares and will have the contingent right to receive up to an additional 1.0 million SCAC Common Shares post-closing in the event the 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). Cannabis laws vary from state to state. Firms should also recognize that potentially infringing behavior may lead not only to a lawsuit claiming trademark infringement or unfair competitiona plaintiff might also seek to capitalize on the fact marijuana (and THC) is illegal under federal law, as the plaintiff did in Tapatio, to support a theory their brand has been tarnished or its value diminished. PLANT LIFE APOTHECARY LLC ET AL VS LEFT COAST VENTURES, INC. Docket Entry: Order of Dismissal; Event Type: Judgment; Comments: WITH PREJUDICE. Polestar, the electric vehicle maker spun out of the Volvo corporate garage, is suggesting as much today as it pulls the cover off of a sporty concept car with a removable roof. Concurrently with the completion of the LCV Transaction, Left Coast Ventures will acquire Sisu Extraction, LLC (Sisu) pursuant to an agreement and plan of merger dated November 23, 2020 (the Sisu Agreement). 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. The Parent Company - Subversive Capital Acquisition Corp. Closes Another Federal Court Abstains From Hearing A Cannabis Dispute Roc Nation is a full-service organization, supporting a diverse roster of talent via artist management, music publishing, touring, production, strategic brand development, and beyond. +1 215 979 1175 PLANT LIFE APOTHECARY LLC ET AL VS LEFT COAST VENTURES, INC. Infinity Global Consulting Group, Inc. et al v. Tilray, Inc. et al, Left Coast Ventures, Inc. v. Brightstar LLC, INFINITY GLOBAL CONSULTING GROUP INC. Investors in the private placement commitments received to date include Fireman Capital Partners, Tuatara Capital, and Subversive Capital, the largest investors in Caliva and Left Coast Ventures, as well as Roc Nation artists Rihanna, Yo Gotti, and Meek Mill. A transaction features a potential PIPE, and could value the combined entity at more than $700 million. UniCourt uses cookies to improve your online experience, for more information please see our Privacy Policy. A primary takeaway fromHelixis companies in the cannabis industry, like those in any other industry, should develop and implement procedures to ensure compliance with all state and federal employment regulations (including those implemented under the FLSA). Cannabis Company Formed by SPAC, Jay-Z Reveals Legal Team (1) Medicinal Marijuana to be Sold in Georgia Starting Friday, The Pros and Cons of Legalizing Marijuana in Minnesota, The Best 4/20 Deals to Shop During the Marijuana Holiday, NJ CRC Board Reverses Decision and Approves Curaleafs Adult Use License Renewals, 7 Eye-Opening Facts About Americans and Marijuana, These cannabis stocks have caught Wall Street analysts attention, Wisconsin Republicans have no interest in legalized recreational cannabis, A new business credit score system is coming to the cannabis investment space. Public Records Policy. Were creating something people can trust and were investing in our future, our people, and our communities., SCACs Chairman, Michael Auerbach, said: California is the most powerful cannabis economy in the world, and we have a unique opportunity to consolidate the market with The Parent Company. 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. DELAWARE CHANCERY COURT ALLOWS CANNABIS COMPANY Click here to login, 2023, Portfolio Media, Inc. | About | Contact Us | Legal Jobs | Advertise with Law360 | Careers at Law360 | Terms | Privacy Policy | Cookie Settings | Help | Site Map, Enter your details below and select your area(s) of interest to stay ahead of the curve and receive Law360's daily newsletters, Email (NOTE: Free email domains not supported). Tilray Says Fla. Grower's Suit Is 'Improper' And 'Absurd' The court issued an order to show cause why the case should not be dismissed on the grounds that, as stated inPolk, awarding interest in a marijuana entity would be mandating illegal conduct. Specific forward-looking information contained in this press release includes, but is not limited to: statements concerning the completion and proposed terms of, and matters relating to, the Transaction and the Private Placement and the expected timing thereof, statements concerning the listing of the common shares of SCAC following closing of the Transaction, the anticipated effects of the Transaction and the expected operations, financial results and condition of The Parent Company following closing of the Transaction, including The Parent Companys expected management team, business strategy, competitive strengths, goals and expansion and growth plans.

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