left coast ventures lawsuit

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. 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. InMann v. Gullickson, a company claimed it was due money under an agreement pursuant to which it provided consulting services to marijuana businesses. Jay-Z has long been involved in the marijuana space. 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. 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 Benzinga The court agreed. DELAWARE CHANCERY COURT ALLOWS CANNABIS COMPANY In the world of civil litigation involving the very young cannabis industry, the laws are still developing, so there are unknowns. Another truck driver, inDarrow v. Just Brands USA, alleged "JustCBD" watermelon rings caused him to test positive for THC, even though the labels advised "No THC," resulting in his termination. 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. 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. 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. 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. 2019-11-01, Los Angeles County Superior Courts | Contract | Why is this public record being published online? Public Records Policy. Federal Court Sends Ominous Signal on Cannabis Contracts You have to know whats happening with clients, competitors, practice areas, and industries. In addition, businesses would be wise to take consumer complaints seriously. 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. 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). (Compare this result to the one inGullickson, in which the party sought relief in the form of payment and the case was not dismissed.) 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). In most consumer-oriented product claims, there wont be a contract governing the relationship between the manufacturer and the end-user. 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.. - Dennis OMalley as COO, President of Caliva 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. 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. This dismissal would not be precedential, but it would send a strong signal about how federal courts will treat contracts concerning cannabis. As such, the case was sent back to state court. Cannabis Company Formed by SPAC, Jay-Z Reveals Legal Team (1) These acquisitions together constitute SCACs theparentcompany@nikecomm.com, Internet Explorer presents a security risk. To ensure the most secure and best overall experience on our website we recommend the latest versions of, Internet Explorer is no longer supported. Please see our Privacy Policy. 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. 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. Please see full Article below for more information. Unfortunately, the maturing cannabis industry appears to be like any other when it comes to this kind of dispute resolution. While patents and copyrights are within the exclusive domain of federal law, claims may be brought for trademark infringement under federal or state law. DAVID N. OSEGUEDA, ET AL. 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. Around the same time it will unveil a new SUV, its third vehicle and the one most likely to carry momentum in the mass market and attempt to close the sales gap with Tesla. 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. And the best part of all, documents in their CrowdSourced Library are FREE! Subversive Capital Acquisition Corp., the Largest In contrast, a breach of contract suit seeking purely monetary damages would not, under the cases explored above, register the same issue, perhaps presenting a more viable alternative to a litigant hoping to survive a defense rooted in the illegality argument. The machine also features a drone onboard that can be launched while driving. On October 19, 2015, we issued 20 million shares of common stock to acquire 100% of the ownership interests in J&F Restaurants, LLC, Illegal Burger, LLC and Illegal Burger Writer Square LLC , Colorado Limited Liability Companies controlled Finally, its also a good idea for companies operating in the cannabis spacelike those in any other consumer-facing industryto maintain adequate lines of product liability insurance to help mitigate the costs of expensive litigation in the event a lawsuit develops. - Daniel Neukomm, CEO of La Jolla Group SAGoldberg@duanemorris.com, Justin M. L. Stern This case, like the contract dispute cases discussed above, demonstrates legal obligations may not simply be ignored on the grounds they concern marijuana. Stikeman Elliot LLP is acting as legal counsel to Canaccord Genuity Corp. The only certainty in civil litigation is that it is a distraction and a burden. 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. 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. 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). Pursuant to the applicable rules, SCAC will file with the Canadian securities regulatory authorities of each of the provinces and territories of Canada, except Quebec, a non-offering prospectus containing disclosure regarding the Transaction and The Parent Company assuming completion of the Transaction. Lawsuit Database - Business & Human Rights Resource Centre Plaintiffs have successfully alleged [that] an improper side transaction intertwined with the merger rendered the merger itself unfair, Zurn wrote. 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. In Left Coast Ventures, Inc. v. Bill's Nursery Inc., et al., No. Headquarters Regions San Francisco Bay Area, West Coast, Western US. C19-1297 MJP, 2019 U.S. Dist. These cases and others like them present several takeaways. Roc Nations client list includes some of the worlds most recognizable names in entertainment, from Rihanna and Rapsody to Buju Banton and Snoh Aalegra. 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. 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. Generally, the longstanding Erie doctrine provides that federal courts follow state substantive law, so contract issues are dictated by state law. Contact Info. Law360 provides the intelligence you need to remain an expert and beat the competition. This certainly was not the first time contract enforceability between cannabis companies has come up. Blake, Cassels & Graydon LLP and Paul Hastings LLP are acting as legal counsel to SCAC. Polestar says it willhit public markets next quarter via areverse merger with Gores Guggenheim, Inc (NASDAQ:GGPI). Left Coast Ventures +1 561 962 2107 La Habra sued for $100 million for blocking Westridge Golf Club 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.). The lawsuit was originally filed in Washington state court but was removed to WebLeft Coast Ventures has a revenue of $31.6M, and 138 employees. Disclaimer: The content of this website is provided for information purposes only. ET AL VS TILRAY INC. Explaining a federal court cannot grant a remedy that, in effect, mandates illegal conduct, the court dismissed the complaint. Other putative class actions filed in federal court have relied on alleged violations of different federal laws to target businesses in the cannabis industry. Law360 takes your privacy seriously. They also normally involve novel questions of statutory and constitutional interpretation. 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. About Subversive Capital Acquisition Corp. Subversive Capital Acquisition Corp. (SCAC) is a special purpose acquisition corporation incorporated under the laws of the Province of British Columbia for the purpose of effecting, directly or indirectly, a qualifying transaction within a specified period of time. This press release may contain forward-looking information within the meaning of applicable securities legislation which reflects SCACs current expectations regarding future events. The combined entity has been simply Reprinted with permission ofmg Magazine. 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. 2021-01-08. 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. Left Coast investors sue over financing amendments on eve of take Ecarx is working with an adviser to explore a deal that could value the combined entity at about $4 billion. 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 First, cannabis operators (cultivators, manufacturers, distributors, and retailers) and ancillary businesses who cater to them should take quality control (QC) seriously. 2003-02-04. Try our Advanced Search for more refined results. Left Coast The privately held company is known to have been acquired last year by Subversive Capital Acquisition. Quinn Emanuel Urquhart & Sullivan, LLP var today = new Date(); var yyyy = today.getFullYear();document.write(yyyy + " "); | Attorney Advertising, Copyright var today = new Date(); var yyyy = today.getFullYear();document.write(yyyy + " "); JD Supra, LLC. Not surprisingly, commercial contract disputes represent a substantial portion of civil litigation in this country. DocketDocket Entry: Order:; Event Type: Event; Comments: ON VERIFIED MOTION TO APPEAR PRO HAC VICE IS GRANTED. Consumer claims are common in all consumer-products industriesparticularly the pharmaceutical, tobacco, and automotive industries. April closed out the month having priced just one SPAC IPO with Ares Acquisition Corp. IIs upsized $450 million offering. The state court inGreen Cross Medical Inc. v. Gallyreached a similar result but for a different reason. The lawsuit was originally filed in Washington state court but was removed to federal court based on diversity jurisdiction. 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. Holding. 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. Another trademark case recently decided in federal court further illustrates the branding complications posed by the treatment of marijuana under federal law. Left Coast Ventures is headquartered in Sonora, California. Caliva and Left Coast Ventures expect combined revenues of $185m in 2020 and $334m in 2021. Im proud of FCP's role and confident that The Parent Company will go on to build industry-leading brands in the cannabis space.. 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. 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. The plaintiff countered that because the object of the agreement was marijuana (illegal under federal law), no contract was formed. 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. 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. Roc Nation works in every aspect of modern entertainment, with recording artists, producers, songwriters, and more. Polestars new machine is only a concept and not available for sale. ET AL, GREEN LEAGUE VENTURES LLC ET AL VS PRIVATEER HOLDINGS INC ET. Calivas commitment to compliance and quality reinforce its position as THE MOST TRUSTED NAME IN CANNABIS.
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