Under the terms of the Caliva Agreement, upon closing of the Caliva Transaction the Caliva shareholders will receive aggregate consideration of approximately $282.9 million (subject to certain adjustments and holdbacks). 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. Latest SPAC News: Ecarx weighs $4B SPAC merger, road-side assistance firm Urgently in Graf merger talks, and Polestar unveils concept car, Geely-Backed Ecarx Weighs SPAC Merger at $4 Billion Value, Roadside-Assistance Firm Urgently Said in Graf SPAC Merger Talks, Polestar Unveils Concept Car Ahead of $20 Billion Public Debut, Shareholders of Cannabis Co in Jay-Z Empire Can Sue Over de-SPAC Deal, SPAC IPO Terms Tracker: Closing Out April, Project Energy Reimagined (PEGR) Announces LOI, SPAC Lock-Up Expirations to Watch in May 2023. Judge Pechman cited directly to Polk v. Gontmakher, another cannabis contract case that was dismissed earlier this year on similar grounds. 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. 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. WebIn Left 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. This matter is before the Court on Defendant's Motion to Dismiss Plaintiff's First Amended Complaint. mg Magazine. 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. And the best part of all, documents in their CrowdSourced Library are FREE! According to the ruling shared by Zurn, Left Coast shareholders have the ability to file direct claims against private equity fund Fireman Capital Partners LLC and three Left Coast board members affiliated with the fund, including director Dan Fireman. 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. In connection with the consummation of the LCV Transaction, SCAC has also agreed to repay in full certain promissory notes of LCV for an aggregate amount equal to $15.0 million (the LCV Note Repayment) which LCV Note Repayment will adjust the consideration paid to Left Coast Ventures shareholders on closing. The federal court rejected the insurers defense, noting federal marijuana regulation has undergone substantial changes in recent years and holding an insurer who knowingly insures marijuana cannot later escape its obligations under the agreement by asserting the illegality defense. These cases and others like them present several takeaways. - Leland Hensch, CEO of SCAC Subversive subsequently joined forces with Jay-Z to bring to life The Parent Co, which bills itself as Californias premier cannabis business. Overview News & Insights. Given this reality, making compliance a pillar of a companys business plan can help mitigate the risk of costly litigation. Public Records Policy. Calivas commitment to compliance and quality reinforce its position as THE MOST TRUSTED NAME IN CANNABIS. 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)]." 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. 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). No further entries will be made on this case. C19-1297 MJP, 2019 U.S. Dist. In addition, businesses would be wise to take consumer complaints seriously. The court agreed. 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 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. As such, while ensuring compliance with cannabis- and product-related rules is critical, operators should not overlook the importance of adhering to more "standard" types of business regulations. Finally, deals among businesses are generally governed by agreements; as such, in these types of situations, companies are given the opportunity to take prophylactic measures (such as crafting provisions on dispute resolution, choice of law, and venue) that are unavailable in the absence of a contractual relationship. Left Coast Ventures Former Investors. 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. As evidenced by the spike in cannabis-related litigation in 2019, and as the industry matures it seems like it may mirror most other U.S. industries in the sense participants will resolve disputes with litigation. ), Create custom alerts for specific article and case topics and, I took a free trial but didn't get a verification email. Participating Rounds. - Al Foreman, Partner of Tuatara Capital Last week, federal Judge Marsha Pechman sent an ominous signal regarding the enforceability of cannabis contracts by issuing an Order to Show Cause, in which the parties have to show why the court should not dismiss the case. InPolk v. Gontmakher, an individual claiming entitlement to an equity share in a marijuana operation sought a court order granting him that equity stake. 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. A transaction features a potential PIPE, and could value the combined entity at more than $700 million. 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. On 12/14/2020 PLANT LIFE APOTHECARY LLC filed an Other lawsuit against LEFT COAST VENTURES, INC. 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.". And the best part of all, documents in their CrowdSourced Library are FREE! Headquarters Regions San Francisco Bay Area, West Coast, Western US. 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. There have yet to be any real precedent-setting cases to establish the playing field. - Brett Cummings as CFO, President of Left Coast Ventures media@subversivecapital.com, Investor Relations Unfortunately, the maturing cannabis industry appears to be like any other when it comes to this kind of dispute resolution. 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). theparentcompany@nikecomm.com, Internet Explorer presents a security risk. 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. Ecarx is working with an adviser to explore a deal that could value the combined entity at about $4 billion. 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. - Michael Auerbach, Founder and Chairman of SCAC. WebLeft Coast Ventures Aug 2020 - Present 2 years 9 months. 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. (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.) This direct-to-consumer experience enables customers to purchase cannabis at Calivas retail stores and place orders online for in-store pickup or same-day delivery straight to their door. 1:19-CV-25019 | 2019-12-05, Miami Dade County Courts | Contract | 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. For instance, inEllis v. RK Endeavor, a truck driver claimed he purchased a bottle of CBD oil that, unbeknownst to him, actually contained THC. Left Coast Ventures Ultimately, the court granted a permanent injunction in favor of Tapatio, though that ruling was predicated on the defendants default in the litigation. 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). Please see our Privacy Policy. 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. 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. 19-35952 | 2019-11-14, U.S. District Courts | Contract | SAGoldberg@duanemorris.com, Justin M. L. Stern JMLStern@duanemorris.com, By Seth A. Goldbergand Justin M. L. Stern, Seth A. Goldberg 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. The Sponsor and certain shareholders of Caliva and Left Coast Ventures will also receive certain customary registration rights after the expiration of such lock-up periods. This case, like the contract dispute cases discussed above, demonstrates legal obligations may not simply be ignored on the grounds they concern marijuana. 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. 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. - Desiree Perez, CEO of ROC NATION Cases involving stockholder rights and actions (direct and derivative actions), Infinity Global Consulting Group, Inc. et al v. Left Coast Ventures, Inc. et al, (#1) Clerks Notice to Filer re: Electronic Case. Contact Info. Common types of intellectual property (IP)-related disputes involve claims of patent infringement, copyright infringement, and trademark infringement. Investor Name. The court ruled that even though the contracts object was marijuana and the contract was thus void and unenforceable, it had still beenformed. Build a Morning News Digest: Easy, Custom Content, Free! 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.
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