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. 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. Polestar says it willhit public markets next quarter via areverse merger with Gores Guggenheim, Inc (NASDAQ:GGPI). 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. 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. PLANT LIFE APOTHECARY LLC ET AL VS LEFT COAST VENTURES, INC. Docket Entry: Order of Dismissal; Event Type: Judgment; Comments: WITH PREJUDICE. Toking Times combines subject matter expertise and a passion for cannabis culture to bring you breaking marijuana news and updates on marijuana policy reform (medical and non-medical) in the United States and at a state-level. 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. 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. Cannabis Co. Sued For $150M Over Effort To Devalue Rival 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. 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. Earlier this week, Vice-Chancellor Morgan Zurn refused to dismiss a lawsuit by shareholders of Left Coast Ventures. However, on the latter, this may go only so far. Terms Tracker for the Week Ending April 28, 2023 Welcome to our weekly column where we discuss the findings from our IPO terms tracker based on the previous weeks pricings. 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. Case administratively closed - No Initiating Document filed/attached. 2:19-CV-01297 | 2019-08-16, U.S. District Courts | Contract | The Parent Companys Board of Directors is expected to include: - Carol Bartz, former CEO of Yahoo and Autodesk If you do not agree with these terms, then do not use our website and/or services. 2019-05-16, Los Angeles County Superior Courts | Contract | 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)]." (Compare this result to the one inGullickson, in which the party sought relief in the form of payment and the case was not dismissed.) Consumer claims are common in all consumer-products industriesparticularly the pharmaceutical, tobacco, and automotive industries. This case, like the contract dispute cases discussed above, demonstrates legal obligations may not simply be ignored on the grounds they concern marijuana. For more information visit caliva.com or follow along on Instagram, @GoCaliva. Visionary Officer of new cannabis Roc Nation, founded in 2008 by JAY-Z, has grown into the worlds preeminent entertainment company. TORONTO--(BUSINESS WIRE)--Subversive Capital Acquisition Corp. (NEO: SVC.A.U, SVC.WT.U; OTCQX: SBVCF) ("SCAC"), a special purpose acquisition company (SPAC), today announced it has entered into definitive transaction agreements (the Agreements) with global icon, entrepreneur and MONOGRAM founder, Shawn JAY-Z Carter, entertainment powerhouse Roc Nation, CMG Partners Inc. (Caliva), Californias most trusted cannabis brand and leading direct-to-consumer platform, and Left Coast Ventures, Inc. (Left Coast Ventures), a predominant cannabis and hemp company with low-cost manufacturing and a diversified portfolio of brands, to form TPCO Holding Corp. (The Parent Company) (the Transaction). Judith Schvimmer - General Counsel, Corporate Secretary - LinkedIn In the world of civil litigation involving the very young cannabis industry, the laws are still developing, so there are unknowns. This matter is before the Court on Defendant's Motion to Dismiss Plaintiff's First Amended Complaint. Polestars new machine is only a concept and not available for sale. Arguing that Tiowaxy sounds similar to Tapatio and that the products share a similar font and label designs, Tapatio asserted that its brand had been tarnished due to its association with the defendants product, infused with a Schedule I controlled substance. Although Kiva Health initiated the lawsuit, KBI countered with its own claims, among them that KIVA Healths registered trademark should be canceled and, under the federal Lanham Act, KIVA Health actually infringed KBIs marks, which had been used before KIVA Healths. 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. There have yet to be any real precedent-setting cases to establish the playing field. By continuing to use this website, you agree to UniCourts General Disclaimer, Terms of Service, 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. Cummings & Lockwood LLC, Reed Smith LLP and Aird & Berlis LLP are acting as legal counsel to Shawn (JAY-Z) Carter and his affiliate entities. 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. Consequently, lawsuits may be more challenging for litigants, and thus potentially more disruptive and costly. 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. Neither defense nor plaintiffs counsel have responded to requests for comment. 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. Case administratively closed - No Initiating Document filed/attached. 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. This certainly was not the first time contract enforceability between cannabis companies has come up. InSnyder v. Green Roads, a CBD products manufacturer was sued in federal court in a proposed class action for allegedly selling infused gummies, tea, and oil with concentrations of CBD different from the amount advertised. - Steve Allan as CEO 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 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 For more information, visit www.subversivecapital.com. 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. - Leland Hensch, CEO of SCAC 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. - Brett Cummings as CFO, President of Left Coast Ventures Participating Rounds. investor@subversivecapital.com, Nike Communications 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. 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 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. Lists Featuring This Company West Coast Acquired Companies With More Than 50 Employees Reprinted with permission ofmg Magazine. 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. WebLeft Coast Ventures Venture Capital and Private Equity Principals Santa Rosa, CA 1,584 followers Left Coast Ventures is Shaping the Future of Legal Cannabis in the U.S. UniCourt uses cookies to improve your online experience, for more information please see our Privacy Policy. 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. 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. The case This press release may contain forward-looking information within the meaning of applicable securities legislation which reflects SCACs current expectations regarding future events. JMLStern@duanemorris.com, By Seth A. Goldbergand Justin M. L. Stern, Seth A. Goldberg Completion of the Transaction, which is expected in January 2021, remains subject to the satisfaction or waiver of certain customary conditions including, among other things, the requisite approval of the shareholders of Caliva and Left Coast Ventures, (b) the approval of the Exchange recognizing the Caliva Transaction and the LCV Transaction as SCACs qualifying acquisition and the listing of the SCAC Common Shares on the Exchange, (c) a final receipt for the prospectus having been issued by or on behalf of the securities authorities, (d) no law or order (other than U.S. federal cannabis laws) having been enacted, issued, promulgated, enforced or entered that prohibits or restrains the consummation of the Caliva Transaction or the LCV Transaction, (e) the conversion of SCACs Class A restricted voting shares and Class B shares into SCAC Common Shares, (f) contemporaneous closing of the Caliva Transaction and the LCV Transaction, and (f) the waiting period under the HSR Act having expired or being terminated (which waiting period expired on November 16, 2020). Case law has shown courts willingness tosua sponteconsider the issue of federal illegality in determining whether consideration of the matter is proper. The brands we build will pave a new path forward for a legacy rooted in equity, access, and justice. mg Magazine. U S MERCHANTS FINANCIAL GROUP INC VS TRIMAX CORPORATION ET A. Other putative class actions filed in federal court have relied on alleged violations of different federal laws to target businesses in the cannabis industry. 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. 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. 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. 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). 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. Who is Left Coast Ventures Headquarters 7935 SW Nyberg St, Tualatin, Oregon, 97062, United States Phone Number (707) 757-7880 Website www.leftcoastventures.us Revenue $9.8M Industry Finance General Finance Is this data correct? 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. 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. In most consumer-oriented product claims, there wont be a contract governing the relationship between the manufacturer and the end-user. Jay-Z has long been involved in the marijuana space. Wash. Dec. 6, 2019), the United States District Court LEXIS 210736 (W.D. Its a car engineered for Instagram likes and, fittingly, its ready to influence autonomously and at speed. +1 215 979 1175 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). 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. 2:19-CV-00686 | 2019-05-08, Florida Dade Court System | Contract | In Left Coast Ventures, Inc. v. Bill's Nursery Inc., et al., No. - Jeffry Allen, Director of NetApp and Barracuda In Left Coast Ventures, Inc. v. Bill's Nursery Inc., et al., No. The words will, expects, intends and similar expressions are often intended to identify forward-looking information, although not all forward-looking information contains these identifying words. Roc Nation works in every aspect of modern entertainment, with recording artists, producers, songwriters, and more. LLC v. Atain Specialty Insurance Co.concerned enforcement of an insurance contract where the insured product was marijuana. Duane Morris LLP - Preparing for Resource-Draining Law360 provides the intelligence you need to remain an expert and beat the competition. Helix argued Kenney was not entitled to the protections of the FLSA because marijuanathe industry in which Helix operatesis unlawful under federal law. PLANT LIFE APOTHECARY LLC ET AL VS LEFT COAST The court And the best part of all, documents in their CrowdSourced Library are FREE! Caliva and Left Coast Ventures expect combined revenues of $185m in 2020 and $334m in 2021. 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. However, the court disagreed, holding that although marijuana is illegal under the CSA, Arizona (where the case was pending) had passed a medical marijuana law and the Department of Justice was prohibited from prosecuting individuals compliant with state medical marijuana laws. The presentation is available under SCACs profile on www.sedar.com as well as their website www.subversivecapital.com. While the defendant argued that the court could not enforce the contract because marijuana is illegal, the plaintiff argued, among other things, that deciding the case would entail simply enforcing a routine contract and public policy favors enforcement of contractual agreements. DocketDocket Entry: Order:; Event Type: Event; Comments: ON VERIFIED MOTION TO APPEAR PRO HAC VICE IS GRANTED. Jay-Z Inks Largest Cannabis SPAC Deal Ever With Subversive The cannabis industry is sure to continue to experience a growing number of commercial lawsuits. 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. Subversive Capital Sponsor LLC (the Sponsor) has agreed to potentially forfeiting up to approximately 5.7 million SCAC Common Shares (subject to certain reductions), whereby one-third of such SCAC Common Shares will cease to be subject to forfeiture if the VWAP of SCAC Common Shares reaches $13.00, $17.00 and $21.00, respectively, within three years of closing of the Transaction. Please see full Article below for more information. Cannabis laws vary from state to state. 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. A transaction features a potential PIPE, and could value the combined entity at more than $700 million. Wholly owned, licensed, and/or distributed brands within the Left Coast Ventures portfolio include Marley Natural, Mind Your Head by Mickey Hart, Mirayo by Carlos Santana, JEF, SoulSpring, Provault, Chill, Headlight, Get Zen, New Frontier Brewing, and Yummi Karma/High Gorgeous. 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. 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). Already a subscriber? 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. Headquartered in Santa Rosa, CA, Left Coast Ventures is a diversified cannabis and hemp company specializing in cultivation, extraction, manufacturing, brand development, and distribution. Left Coast Ventures | LinkedIn Another trademark case recently decided in federal court further illustrates the branding complications posed by the treatment of marijuana under federal law. These cases and others like them present several takeaways. In addition, businesses would be wise to take consumer complaints seriously. ET AL VS TILRAY INC. C19-1297 MJP, 2019 U.S. Dist. Other suits in this category are based on the defendant companys marketing tactics, even where theyre not (even allegedly) fraudulent or misleading. The plaintiff countered that because the object of the agreement was marijuana (illegal under federal law), no contract was formed. Jay-Z backed cannabis company faces lawsuit following court Seth A. Goldberg Stikeman Elliot LLP is acting as legal counsel to Canaccord Genuity Corp. 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). Cases involving other matters not classified elsewhere, 890, 1890, 1990, 2890, 2899, 2999, 3375, 3890, 3896, 3899, 3999, 4890, 4896, 4999. WebCounsel information for Left Coast Ventures Inc., EKO Holdings LLC, Brett Cummings, Hugo and Debra Saavedra, and Equitable Transitions Inc. was not immediately available. 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 Public Records Policy. 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. SCAC is the largest SPAC in both cannabis and Canadian history and will seek to redefine the industry with a mission to both consolidate the California cannabis market and create an impactful global company. 2017-11-14, Los Angeles County Superior Courts | Labor | Left Coast Ventures 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. Cooley LLP and Cassels Brock & Blackwell LLP are acting as legal counsel to Left Coast Ventures. Because the national cannabis regulatory framework is a patchwork of varying state laws and regulations, many of which are in contravention of federal laws and regulations, businesses must pay close attention to the specific requirements not only of the states where theyre producing products, but also of the states in which they intend tosellthe products to end-users. 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. WebLeft Coast Ventures Aug 2020 - Present 2 years 9 months. 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 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.
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