2019-05-16, Los Angeles County Superior Courts | Contract | 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. Investor Name. Agrify Corp., a Burlington, Mass.-based maker of indoor agricultural solutions for the cannabis and hemp industry, raised $54 million through an initial public offering in January that generated $750,000 in legal fees and expenses for the companys lawyers at 2019-11-01, Los Angeles County Superior Courts | Contract | Blake, Cassels & Graydon LLP and Paul Hastings LLP are acting as legal counsel to SCAC. The number of lock-ups by both sponsors and target companies is dropping heading into the warmer months with seven of the former and six of the latter becoming newly freed to trade their shares. 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. 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. Cases involving other matters not classified elsewhere, 890, 1890, 1990, 2890, 2899, 2999, 3375, 3890, 3896, 3899, 3999, 4890, 4896, 4999. Earlier this week, Vice-Chancellor Morgan Zurn refused to dismiss a lawsuit by shareholders of Left Coast Ventures. Public Records Policy. The combined entity has been simply 19-35952 | 2019-11-14, U.S. District Courts | Contract | The only certainty in civil litigation is that it is a distraction and a burden. 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. 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. Subversive Capital Acquisition Corp. Quinn Emanuel Cannabis Litigation Practice Alert: Recent Stock Drop Securities Actions in the Cannabis Industry, Federal Court Rejects Challenge To Arbitrability Of Cannabis Disputes, Recent Trends in Cannabis Patent Litigation From the QE Cannabis Industry Litigation Group, Insurance RecoveryObtaining Releaf for the Cannabis Industry, SEC Division of Examinations 2023 Priorities. However, on the latter, this may go only so far. 2019-12-02, Los Angeles County Superior Courts | Contract | 2:19-CV-01297 | 2019-08-16, U.S. District Courts | Contract | The Parent Company - Subversive Capital Acquisition Corp. Closes 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.". This case was filed in Miami Dade County Courts, Miami 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). Left Coast Venturess Competitors, Revenue, Number of - Owler Reprinted with permission ofmg Magazine. The state court inGreen Cross Medical Inc. v. Gallyreached a similar result but for a different reason. 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. Subversive Capital Acquisition Corp., the Largest Seth A. Goldberg TheKIVAcase also demonstrates IP rights in the cannabis industryas in other consumer product marketscan be incredibly valuable. However, one of these appears to be facing an upcoming lawsuit according to a decision made by a Delaware court. 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. ), Create custom alerts for specific article and case topics and, I took a free trial but didn't get a verification email. Cannabis Company Formed by SPAC, Jay-Z Reveals Legal Team (1) COAST VENTURES : Management's Discussion and Analysis of Financial 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. UniCourt uses cookies to improve your online experience, for more information please see our Privacy Policy. Visionary Officer of new cannabis JMLStern@duanemorris.com, preparing_resource_draining_lawsuits_civil_litigation_expensive_0420.html. Law360 provides the intelligence you need to remain an expert and beat the competition. Left Coast Ventures is headquartered in Sonora, California. #13. 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. 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. Helix argued Kenney was not entitled to the protections of the FLSA because marijuanathe industry in which Helix operatesis unlawful under federal law. C19-1297 MJP, 2019 U.S. Dist. After the insurer denied the claim, arguing the contract was void because its insured could not have an "insurable interest" in federally illegal marijuana, the insured sued. Caliva and Left Coast Ventures expect combined pro forma revenues of $185 million in 2020 and $334 million in 2021. 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. 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. 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.). 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. In the world of civil litigation involving the very young cannabis industry, the laws are still developing, so there are unknowns. media@subversivecapital.com, Investor Relations 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. Why is this public record being published online? Please see full Article below for more information. WebFounded Date 2018 Operating Status Active Phone Number (707) 757-7880 Left Coast Ventures is a company specializing in cannabis cultivation, manufacturing, distribution, and brand-building. InMann v. Gullickson, a company claimed it was due money under an agreement pursuant to which it provided consulting services to marijuana businesses. Law360 takes your privacy seriously. Explaining a federal court cannot grant a remedy that, in effect, mandates illegal conduct, the court dismissed the complaint. 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. 2:19-CV-00686 | 2019-05-08, Florida Dade Court System | Contract | Investor Since. 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 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. 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. Depending on who initiates the action, the outcome may be removing (or securing) a permit suspension, nullifying (or imposing) a fine, or obtaining (or withholding) government approval. 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 - Al Foreman, Partner of Tuatara Capital InWilcoxen v. Canna Brand Solutions LLC, filed in the wake of the vaporizer/e-cigarette lung illness outbreak, the plaintiff alleged manufacturers of THC vaporizer accessories had produced and sold defective products, leading to the consumers injuries. 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. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond SCACs control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. - Shawn JAY-Z Carter as Chief Visionary Officer. 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). 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. This case was filed in U.S. District Courts, 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. 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. 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. DocketDocket Entry: Order:; Event Type: Event; Comments: ON VERIFIED MOTION TO APPEAR PRO HAC VICE IS GRANTED. SCAC has filed today an investor presentation which describes in more detail the proposed business of The Parent Company. This case, like the contract dispute cases discussed above, demonstrates legal obligations may not simply be ignored on the grounds they concern marijuana. 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. Duane Morris LLP - Preparing for Resource-Draining TheKIVAruling suggests a hostility, at least on the part of one federal court, toward trademark claims based on conduct that is unlawful under federal law. 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. 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. Case administratively closed - No Initiating Document filed/attached. Generally, the longstanding Erie doctrine provides that federal courts follow state substantive law, so contract issues are dictated by state law. 2003-02-04. 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. Caliva shareholders will receive consideration in the form of newly issued common shares in the capital of SCAC (SCAC Common Shares), subject to exceptions for certain U.S. persons that will receive consideration in cash. There have yet to be any real precedent-setting cases to establish the playing field. Cancellation and Refund Policy, Privacy Policy, and Public Records Policy. 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. While patents and copyrights are within the exclusive domain of federal law, claims may be brought for trademark infringement under federal or state law. For more information, visit www.subversivecapital.com. 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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