+1 561 962 2107 Cancellation and Refund Policy, Privacy Policy, and Given this reality, making compliance a pillar of a companys business plan can help mitigate the risk of costly litigation. Participating Rounds. By Rachel Stone (December 9, 2019, 4:55 PM EST) -- A Canadian cannabis company hatched a plot to bankrupt a company made famous on ABC's "Shark Tank" so it could cheaply take over the company's line of all-natural body care products, according to a $150 million derivative lawsuit removed to Florida federal court. U.S. District Court for the Southern District of Florida, Access to case data within articles (numbers, filings, courts, nature of suit, and more. The Private Placement remains subject to the approval of the Neo Exchange Inc. (the Exchange). ET AL, GREEN LEAGUE VENTURES LLC ET AL VS PRIVATEER HOLDINGS INC ET. #13. 2:18-CV-01434-RAJ, 2019 WL 4058970, at *2 (W.D. Recently, the cannabis industryalbeit primarily in the hemp spacehas seen an uptick in product-liability-related and consumer-oriented cases. Password (at least 8 characters required). SAGoldberg@duanemorris.com, Justin M. L. Stern Justin M. L. Stern is a member of Duane Morriss trial practice group and the firms cannabis industry group. - Daniel Neukomm, CEO of La Jolla Group 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. Disclaimer: The content of this website is provided for information purposes only. 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. 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. 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. C19-1297 MJP, 2019 U.S. Dist. The SPAC kept details on the potential merger to a minimum, but with todays signed LOI in hand, it can now auto-extend an additional 3 months to August 2, without a CIIG Capital Partners II (NASDAQ:CIIG) announced this afternoon that it has completedits business combination with EV motorcycle company Zapp. With its advanced infrastructure, industry leading operational efficiencies, proven strategy of brands, and cultural influence, The Parent Company is expected to be best positioned for the inevitable end of cannabis prohibition in the United States., Steve Allan, who will become The Parent Companys CEO following closing of the Transaction, said: In addition to building the most influential portfolio of cannabis and hemp brands in the world, The Parent Companys vertical operational platform has been designed for growth and future mergers and acquisitions, forging a path to redefine the cannabis industry in California.. 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." 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. In the legal profession, information is the key to success. Additionally, while the decisions of one federal district court certainly do not amount to precedent, the type of remedies sought appears to matter. 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. TokingTimes 2023 All rights reserved. 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.". Left Coast Ventures 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. April 27, 2020 This dismissal would not be precedential, but it would send a strong signal about how federal courts will treat contracts concerning cannabis. On Monday, Vice Chancellor Morgan Zurn refused to dismiss alawsuit by shareholders of Left Coast Ventures Inc, a privately-held cannabis company that was acquired in 2021 by Subversive Capital Acquisition Corp. Subversive subsequently partnered with entrepreneur Shawn Carter, better known as Jay-Z, to form The Parent Co, which bills itself as Californias leading cannabis business. The court agreed. Contact Info. Investor Name. WebLeft Coast Ventures Aug 2020 - Present 2 years 9 months. Because that claim challenges the fairness of the merger, it is direct.. 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). In that case, a medical marijuana dispensary operator sued its landlord for breach of the lease agreement; the landlord argued the lease was illegal and was thus unenforceable. The lawsuit was originally filed in Washington state court but was removed to federal court based on diversity jurisdiction. PLANT LIFE APOTHECARY LLC ET AL VS LEFT COAST VENTURES, INC. Docket Entry: Order of Dismissal; Event Type: Judgment; Comments: WITH PREJUDICE. For more information, visit www.subversivecapital.com. Left Coast Ventures Former Investors. 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. 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 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 If you do not agree with these terms, then do not use our website and/or services. Cummings & Lockwood LLC, Reed Smith LLP and Aird & Berlis LLP are acting as legal counsel to Shawn (JAY-Z) Carter and his affiliate entities. 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. 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. Case administratively closed - No Initiating Document filed/attached. In the world of civil litigation involving the very young cannabis industry, the laws are still developing, so there are unknowns. DAVID N. OSEGUEDA, ET AL. 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. Operating Status Active. Case law has shown courts willingness tosua sponteconsider the issue of federal illegality in determining whether consideration of the matter is proper. The case, Left Coast Ventures, Inc. v. Bills Nursery, Inc. (case no. In Left Coast Ventures, Inc. v. Bill's Nursery Inc., et al., No. Investors and security holders may obtain a copy of the definitive agreements for the Transaction and the prospectus, when filed, under SCACs profile on the SEDAR website at www.sedar.com. As such, cannabis businesses should invest in protecting their IP while remaining cognizant of certain courts and jurisdictions wariness of rewarding conduct that violates federal law. The preliminary prospectus is expected to be filed shortly. 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 (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.) 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). Investor Type. On 12/05/2019 Infinity Global Consulting Group, Inc filed a Contract - Security lawsuit against Left Coast Ventures, Inc. Ecarx is working with an adviser to explore a deal that could value the combined entity at about $4 billion. Neither defense nor plaintiffs counsel have responded to requests for comment. Consequently, lawsuits may be more challenging for litigants, and thus potentially more disruptive and costly. 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. As such, this may incentivize cannabis businesses to pursue trademark claims under state law, rather than federal, to avoid the result inKIVA. 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. Left Coast claims that Bills Nursery reneged on the agreement and filed suit. WebManufacturing. Currently, that would not include marijuana products. 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. 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). Another trademark case recently decided in federal court further illustrates the branding complications posed by the treatment of marijuana under federal law. For further information, visit rocnation.com. San Francisco Bay Area General Counsel, VP Legal Left Coast Ventures Dec 2019 - Jan 2021 1 year 2 months. This certainly was not the first time contract enforceability between cannabis companies has come up. Often, the suits charge the product was designed or manufactured in such a way that it was unreasonably dangerous to the end-user; sometimes litigants will argue the company failed to warn consumers about some known danger. 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. The Order to Show Cause states that the contract at issue may be unenforceable under the federal Controlled Substances Act (CSA) because it concerns cannabis businesses, and cannabis remains an illegal substance under the CSA. A lawsuit reveals an uglyand suddenbreakup between J.J. Smith and Tom Scott, who hired Smith as his first employee in 2007. 2021-01-08. The securities have not been and will not be registered under the United States Securities Act of 1933. And the best part of all, documents in their CrowdSourced Library are FREE! Cancellation and Refund Policy, Privacy Policy, and They also normally involve novel questions of statutory and constitutional interpretation. 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. LEXIS 210736 (W.D. InKenney v. Helix TCS, the plaintiff sued his employer (Helix), a company that provides security services to businesses in the marijuana industry. 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. Finally, one place to get all the court documents we need. Eaze argued the case did not belong in court, as the plaintiffwhen she signed up for the appagreed to a mandatory arbitration provision. If you do not agree with these terms, then do not use our website and/or services. 2:19-cv-00686-RSM Plaintiff-Appellant, MEMORANDUM* v. BRIGHTSTAR, LLC, a limited liability company There have yet to be any real precedent-setting cases to establish the playing field. Also unique to the realm of trademarks is products for which trademark protection are sought must be lawful under federal law. This information is available in the Some consumers have used the hazy federal regulatory landscape to their advantage, filing putative class actions against a number of CBD product manufacturers including Charlottes Web and CV Sciences, arguing the companies sale of CBD-infused ingestible products (such as dietary supplements and gummies) is simply illegal under the Federal Food, Drug, and Cosmetic Act, echoing the position taken by the U.S. Food & Drug Administration in recent warning letters. 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 proposed class action was filed Tuesday in Delaware Chancery Court by former common stockholders of Left Coast Ventures Inc., a cannabis company that spun The court If the parties cannot show cause under the Order, the case will be dismissed based on the contract at issues unenforceability a decision that should send a shiver down every cannabis business. Judge Pechman cited directly to Polk v. Gontmakher, another cannabis contract case that was dismissed earlier this year on similar grounds. - Jeffry Allen, Director of NetApp and Barracuda DocketDocket Entry: Notice of Hearing-; Event Type: Event; Comments: ON 02-10-2021 AT 2PM, DocketDocket Entry: Receipt:; Event Type: Event; Comments: RECEIPT#:2510256AMT PAID:$200.00NAME:TOTH, BRIAN WILLIAMGELBER SCHACHTER & GREENBERG PA 1221 BRICKELL AVEMIAMI FL 33131-2847COMMENT:ALLOCATION CODEQUANTITYUNITAMOUNT3176-NON-FLA ATTORNEY F1$100.00$100.003176-NON-FLA ATTORNEY F1$100.00$100.00TENDER TYPE:E-FILING ACHTENDER AMT:$200.00RECEIPT DATE:01/07/2021REGISTER#:251CASHIER:EFILINGUSER, DocketDocket Entry: Motion for Pro Hac Vice; Event Type: Event, DocketDocket Entry: Receipt:; Event Type: Event; Comments: RECEIPT#:2560045AMT PAID:$401.00NAME:COLLEEN LYNN SMERYAGE100 SE 2ND ST FL 30MIAMI FL 33131-2100COMMENT:ALLOCATION CODEQUANTITYUNITAMOUNT3100-CIRCUIT FILING FEE1$401.00$401.00TENDER TYPE:E-FILING ACHTENDER AMT:$401.00RECEIPT DATE:12/16/2020REGISTER#:256CASHIER:EFILINGUSER, DocketDocket Entry: Complaint; Event Type: Event, DocketDocket Entry: Civil Cover Sheet - Claim Amount; Event Type: Event, U.S. District Courts | Government Benefit | Subversive Capital Acquisition Corp. JMLStern@duanemorris.com, preparing_resource_draining_lawsuits_civil_litigation_expensive_0420.html. - Al Foreman, Partner of Tuatara Capital Subversive Capital opted to purchase both Left Coast and Caliva for $142.2 million and $282.9 million, respectively. Blake, Cassels & Graydon LLP and Paul Hastings LLP are acting as legal counsel to SCAC. First, cannabis operators (cultivators, manufacturers, distributors, and retailers) and ancillary businesses who cater to them should take quality control (QC) seriously. According to the news release, Caliva and Left Coast Ventures expect combined pro forma revenues of $185 million in 2020 and $334 million in 2021. However, planning ahead by incorporating some of the tips set forth aboveespecially those relating to internal practices and procedures concerning federal and state regulatory compliancecould reduce the time and expense of a cannabis-related civil action. The machine also features a drone onboard that can be launched while driving. Roc Nations client list includes some of the worlds most recognizable names in entertainment, from Rihanna and Rapsody to Buju Banton and Snoh Aalegra. 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. mg Magazine. On 12/14/2020 PLANT LIFE APOTHECARY LLC filed an Other lawsuit against LEFT COAST VENTURES, INC. The combined entity has been simply 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. Because it found the Federal Arbitration Act applied and the contract required arbitration of gatekeeping issues of arbitrability, the court found in favor of Eaze, requiring arbitration under the contract even though it simultaneously found the agreement itself was unenforceable on the grounds its object was unlawful. VS HUGO SAAVEDRA, ET AL. Consumer claims are common in all consumer-products industriesparticularly the pharmaceutical, tobacco, and automotive industries. To ensure the most secure and best overall experience on our website we recommend the latest versions of, Internet Explorer is no longer supported. 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. 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. (Compare this result to the one inGullickson, in which the party sought relief in the form of payment and the case was not dismissed.) U.S. COURT OF APPEALS 19-35952 D.C. No. The Parent Company recorded a conference call with members of the executive management team to discuss this announcement. The SPACs shareholders already approved of the deal at a meeting held on April 14, but did not provide further information on the closing of the transaction at that time. 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. InPolk v. Gontmakher, an individual claiming entitlement to an equity share in a marijuana operation sought a court order granting him that equity stake. A couple of noteworthy lessons emerge from a review ofPolkandLeft Coast Ventures. Already a subscriber? 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. They say, "you dont know what you dont know." Helix argued Kenney was not entitled to the protections of the FLSA because marijuanathe industry in which Helix operatesis unlawful under federal law. 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. 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. It is common for businesses and individuals in the United States to resolve their disputes with lawsuits.
left coast ventures lawsuit