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In the legal profession, information is the key to success. Build a Morning News Digest: Easy, Custom Content, Free! 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. Case law has shown courts willingness tosua sponteconsider the issue of federal illegality in determining whether consideration of the matter is proper. - Leland Hensch, CEO of SCAC Left Coast Ventures is headquartered in Sonora, California. By continuing to use this website, you agree to UniCourts General Disclaimer, Terms of Service, Please see our Privacy Policy. Over the initial three year term, of the Roc Nation agreement, The Parent Company will pay to SC Branding, LLC the following consideration in SCAC Common Shares: (i) $25 million payable following commencement of the term; (ii) $7.5 million payable in respect of the second year of the term; and (iii) $7.5 million payable in respect of the third year of the term. Cannabis plants grow in the greenhouse at the MG Health Ltd. growing facility in the South African country of Lesotho. - Jeffry Allen, Director of NetApp and Barracuda #13. 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. Other suits in this category are based on the defendant companys marketing tactics, even where theyre not (even allegedly) fraudulent or misleading. While it may be relatively difficult for marijuana businesses to find insurers who are ready, willing, and able to work with them, identifying such insurers could prove invaluable. The only certainty in civil litigation is that it is a distraction and a burden. Other putative class actions filed in federal court have relied on alleged violations of different federal laws to target businesses in the cannabis industry. However, one of these appears to be facing an upcoming lawsuit according to a decision made by a Delaware court. 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. This case was filed in Miami Dade County Courts, Miami 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. 2019-05-16, Los Angeles County Superior Courts | Contract | Lists Featuring This Company West Coast Acquired Companies With More Than 50 Employees The state court inGreen Cross Medical Inc. v. Gallyreached a similar result but for a different reason. But in consumer cases involving situations where agreements do control, such as in theEazecase, businesses should give serious thought not only to the content of dispute resolution provisions, but also to the choice of law or venue provisions. Overview News & Insights. U S MERCHANTS FINANCIAL GROUP INC VS TRIMAX CORPORATION ET A. In some cases, having adequate insurance can mean the difference between solvency and bankruptcy. Log in to keep reading or access research tools. +1 215 979 1175 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.. 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. 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. Whereas patents generally expire after twenty years, trademark protection can last for a potentially unlimited amount of time. Not surprisingly, commercial contract disputes represent a substantial portion of civil litigation in this country. 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. 2003-02-04. 4G Ventures CEO Mohammad Honarkar was supposed to pay the approximately $133 million remaining on the loan, held by Delaware-based LCC Warehouse, 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. 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). The combined entity has been simply 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. Left Coast claims that Bills Nursery reneged on the agreement and filed suit. Recently, the cannabis industryalbeit primarily in the hemp spacehas seen an uptick in product-liability-related and consumer-oriented cases. 2:19-cv-01297), revolves around defendant Bills Nursery, Inc. (Bills Nursery) alleged breach of an option agreement whereby plaintiff Left Coast Ventures (Left Coast) allegedly had an option to purchase Bills Nursery. Already a subscriber? - Steve Allan as CEO +1 215 979 1175 All industries are dependent on commercial relationships, such as arrangements between firms regarding product development, supply and distribution, and sales and marketing. Earlier this week, Vice-Chancellor Morgan Zurn refused to dismiss a lawsuit by shareholders of Left Coast Ventures. - Michael Auerbach, Founder and Chairman of SCAC. 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). 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. InTapatio Foods, LLC v. Arfarh, Tapatio Foods accused the alleged makers of Tiowaxy THC medicated hot sauce of diluting Tapatios brand name. For the second time in recent months, Delawares Chancery Court has ruled that shareholders can sue board members for breaching their duties in a de-SPAC deal. 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. 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. 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. Roc Nation, founded in 2008 by JAY-Z, has grown into the worlds preeminent entertainment company. Pursuant to the terms of the binding heads of terms agreement (the Roc Agreement) with respect to Roc Nation, LLC (Roc Nation), The Parent Company will become Roc Nations Official Cannabis Partner, Roc Nation will provide The Parent Company with special access and rights with respect to Roc Nations roster of artists and athletes and Roc Nation will promote The Parent Companys brand portfolio and provide various services specifically described therein. 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. 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. 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 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. Phone Number (707) 757-7880. The SCAC Notes will contain customary events of default and covenants restricting SCAC from incurring additional indebtedness or granting security without the prior approval of the holders of the majority of the principal amount of the SCAC Notes. 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. 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. +1 561 962 2107 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. On 12/14/2020 PLANT LIFE APOTHECARY LLC filed an Other lawsuit against LEFT COAST VENTURES, INC. If you do not agree with these terms, then do not use our website and/or services. 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. 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. 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). Its unclear, for example, whether Eazes argument in favor of arbitration would have fared as well as it did were the case heard in another jurisdiction. 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. 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. In fact, his 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 plaintiff countered that because the object of the agreement was marijuana (illegal under federal law), no contract was formed. DocketDocket Entry: Order of Dismissal; Book/Page: 32576:3524; Event Type: Event; Comments: WITH PREJUDICE Parties: Left Coast Ventures Inc. DocketDocket Entry: Stipulation for Dismissal; Event Type: Event, DocketDocket Entry: Order:; Event Type: Event; Comments: GRANTING RESPONDENT LEFT COAST VENTURES, INC. S MOTION TO ENFORCE SUBPOENAS AND TO COMPEL PRODUCTION OF DOCUMENTS, DocketDocket Entry: Motion for Extension of Time; Event Type: Event; Comments: Parties: Colleen Lynn Smeryage; Plant Life Apothecary LLC; Kohen Elad; Duchman Dovid, DocketDocket Entry: Order:; Event Type: Event; Comments: GRANTING MOTION TO ENFORCE SUBPOENAS AND TO COMPEL PRODUCTION OF DOCUMENTS, DocketDocket Entry: Notice:; Event Type: Event; Comments: RE-DISCOVERY DEADLINE IN WASHINGTON ACTION, HearingHearing Info; Description: Motion Calendar; Hearing Code: MOTCAL; Hearing Time: 9:30AM, DocketDocket Entry: Motion Calendar; Event Type: Hearing; Comments: RESPONDENT'S MOTION FOR STATUS CONFERENCE, DocketDocket Entry: Notice of Hearing-; Event Type: Event; Comments: 05/04/2021, DocketDocket Entry: Response to Motion; Event Type: Event; Comments: TO QUASH FOR PROTECTIVE ORDER REGARDING SUBPOENAS SERVED NON-PARTIES, DocketDocket Entry: Order:; Event Type: Event; Comments: GRANTING VERIFIED MOTION TO APPEAR PRO HAC VICE. Left Coast Cases involving other matters not classified elsewhere, 890, 1890, 1990, 2890, 2899, 2999, 3375, 3890, 3896, 3899, 3999, 4890, 4896, 4999. 2:18-CV-01434-RAJ, 2019 WL 4058970, at *2 (W.D. Roc Nations client list includes some of the worlds most recognizable names in entertainment, from Rihanna and Rapsody to Buju Banton and Snoh Aalegra. 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. InPolk v. Gontmakher, an individual claiming entitlement to an equity share in a marijuana operation sought a court order granting him that equity stake. 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. 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. 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. mg Magazine. The Parent Company recorded a conference call with members of the executive management team to discuss this announcement. Blake, Cassels & Graydon LLP and Paul Hastings LLP are acting as legal counsel to SCAC. Green Earth Wellness Ctr. 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. 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. 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.". The Defendants sought to dismiss the case in its entirety based on a federal illegality defense, but the court ruled that a complete dismissal would discourage parties from complying with state cannabis regulations. VS HUGO SAAVEDRA, ET AL. 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. These acquisitions together constitute SCACs The Latest SPAC News and Rumors: March 2, 2022. Kenneys suit argued he should not have been so classified and was owed overtime under the FLSA. 2020-12-14, U.S. District Courts | Contract | For further information, visit rocnation.com. 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). There have yet to be any real precedent-setting cases to establish the playing field. 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). 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). 2017-11-14, Los Angeles County Superior Courts | Labor | Additionally, while the decisions of one federal district court certainly do not amount to precedent, the type of remedies sought appears to matter. Judge Pechman cited directly to Polk v. Gontmakher, another cannabis contract case that was dismissed earlier this year on similar grounds. The presentation is available under SCACs profile on www.sedar.com as well as their website www.subversivecapital.com. 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. Unfortunately, the maturing cannabis industry appears to be like any other when it comes to this kind of dispute resolution. 2019-11-01, Los Angeles County Superior Courts | Contract | The crux of the case was Helix classified Kenney as an "exempt" employee, meaning he was not eligible for overtime pay. 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. If federal courts are willing to find whole contracts unenforceable due to the illegality of cannabis, then it is difficult to imagine how much weight specific provisions within those contracts would have. LEXIS 210736 (W.D. In addition, businesses would be wise to take consumer complaints seriously. Founded Date 2018. 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. Calivas commitment to compliance and quality reinforce its position as THE MOST TRUSTED NAME IN CANNABIS. 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. Holding. 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. UniCourt uses cookies to improve your online experience, for more information please see our Privacy Policy. No further entries will be made on this case. The court Investor Since. 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. 2018-07-03, Los Angeles County Superior Courts | Small Claim | 2021-01-08. Please see our Privacy Policy. Common types of intellectual property (IP)-related disputes involve claims of patent infringement, copyright infringement, and trademark infringement. 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. 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. On 12/05/2019 Infinity Global Consulting Group, Inc filed a Contract - Security lawsuit against Left Coast Ventures, Inc. Also unique to the realm of trademarks is products for which trademark protection are sought must be lawful under federal law. Try our Advanced Search for more refined results. Investor Name. Subversive subsequently joined forces with Jay-Z to bring to life The Parent Co, which bills itself as Californias premier cannabis business. 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. 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. Given this reality, making compliance a pillar of a companys business plan can help mitigate the risk of costly litigation. 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. San Francisco Bay Area General Counsel, VP Legal Left Coast Ventures Dec 2019 - Jan 2021 1 year 2 months. However, on the latter, this may go only so far. PLANT LIFE APOTHECARY LLC ET AL VS LEFT COAST VENTURES, INC. Docket Entry: Order of Dismissal; Event Type: Judgment; Comments: WITH PREJUDICE. Carlos Santana and Left Coast Ventures announced the development of premium cannabis and CBD brands Wednesday under the guitarist and marijuana advocate's brand. Explaining a federal court cannot grant a remedy that, in effect, mandates illegal conduct, the court dismissed the complaint. Subversive Capital will then acquire both Caliva and Left Coast Ventures for $282.9 million and $142.2 million, respectively. Subversive Capital Acquisition Corp. Plaintiffs have successfully alleged [that] an improper side transaction intertwined with the merger rendered the merger itself unfair, Zurn wrote. 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 And the best part of all, documents in their CrowdSourced Library are FREE! 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.

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