Headquartered in Santa Rosa, CA, Left Coast Ventures is a diversified cannabis and hemp company specializing in cultivation, extraction, manufacturing, brand development, and distribution. (Compare this result to the one inGullickson, in which the party sought relief in the form of payment and the case was not dismissed.) Generally, the longstanding Erie doctrine provides that federal courts follow state substantive law, so contract issues are dictated by state law. 1:19-CV-25019 | 2019-12-05, Miami Dade County Courts | Contract | Roc Nations client list includes some of the worlds most recognizable names in entertainment, from Rihanna and Rapsody to Buju Banton and Snoh Aalegra. UniCourt uses cookies to improve your online experience, for more information please see our Privacy Policy. A couple of noteworthy lessons emerge from a review ofPolkandLeft Coast Ventures. One significant case shines a light on the intersection of federal employment law and business illegal under federal law. Partnership disputes can be particularly contentious in the cannabis industry. Please see full Article below for more information. 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. 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. For further information, visit rocnation.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. 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. LEFT COAST VENTURES Holding. Earlier this week, Vice-Chancellor Morgan Zurn refused to dismiss a lawsuit by shareholders of Left Coast Ventures. To ensure the most secure and best overall experience on our website we recommend the latest versions of, Internet Explorer is no longer supported. The case Law360 takes your privacy seriously. +1 561 962 2107
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. 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. Subversive Capital Acquisition Corp., the Largest Judge Pechman distinguished from that and stated. Benzinga 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. Berrin Noorata 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. 2019-11-01, Los Angeles County Superior Courts | Contract | Visionary Officer of new cannabis Public Records Policy. Caliva and Left Coast Ventures expect combined pro forma revenues of $185 million in 2020 and $334 million in 2021. 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. 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. U.S. COURT OF APPEALS 19-35952 D.C. No. 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. DAVID N. OSEGUEDA, ET AL. Dkt. Im proud of FCP's role and confident that The Parent Company will go on to build industry-leading brands in the cannabis space.. Contact Info. Currently, that would not include marijuana products. 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. Fireman Capital reportedly made a crucial loan to Left Coast at a time when the company was making several deals to negotiate its complex SPAC disposal agreement with Subversive. Jay-Z Inks Largest Cannabis SPAC Deal Ever With Subversive LEXIS 210736 (W.D. The case, Left Coast Ventures, Inc. v. Bills Nursery, Inc. (case no. 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. Left Coast claims that Bills Nursery reneged on the agreement and filed suit. Investors interested in listening can do so via webcast at http://public.viavid.com/index.php?id=142580 or by dialing 844-512-2921 from the U.S., or 412-317-6671 from international locations, and entering confirmation code 13713699. Infinity Global Consulting Group, Inc. et al v. Left Coast 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 Log in to keep reading or access research tools. Operating Status Active. Cancellation and Refund Policy, Privacy Policy, and 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. Seth A. Goldberg
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. Investor Since. media@subversivecapital.com, Investor Relations 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 JMLStern@duanemorris.com, preparing_resource_draining_lawsuits_civil_litigation_expensive_0420.html. 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). On 12/05/2019 Infinity Global Consulting Group, Inc filed a Contract - Security lawsuit against Left Coast Ventures, Inc. 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). Concurrently with entering into the Caliva Agreement and the LCV Agreement, certain shareholders of Caliva and LCV entered into support and lock-up agreements pursuant to which such holders agreed to support the Caliva Transaction and the LCV Transaction, respectively, and agreed not to sell any SCAC Common Shares received under the Caliva Agreement or LCV Agreement, as applicable, for six months after the closing of the Transaction. Polestars new machine is only a concept and not available for sale. 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. On Monday, Vice Chancellor Morgan Zurn refused to dismiss a lawsuit by shareholders of Left Coast Ventures Inc, a privately-held cannabis company that was 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. Founded in 2015, Calivas industry advantage comes from its vertical integration and direct-to-consumer platform. Also unique to the realm of trademarks is products for which trademark protection are sought must be lawful under federal law. 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. theparentcompany@nikecomm.com, Internet Explorer presents a security risk. 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. 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. A lawsuit reveals an uglyand suddenbreakup between J.J. Smith and Tom Scott, who hired Smith as his first employee in 2007. DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations. Left Coast Venturess Competitors, Revenue, Number of - Owler - Brett Cummings as CFO, President of Left Coast Ventures LLC v. Atain Specialty Insurance Co.concerned enforcement of an insurance contract where the insured product was marijuana. Roadside-assistance startup Urgently has held talks to go public through a merger with Graf Acquisition Corp. IV (NYSE:GFOR). - Al Foreman, Partner of Tuatara Capital Seth A. Goldberg is a member ofDuane Morriss trial practice group. The LCV Note Repayment and cash portion of the Sisu Consideration may, in certain circumstances, be partially satisfied by convertible notes issued by SCAC (the SCAC Notes). This case was filed in U.S. District Courts, A transaction features a potential PIPE, and could value the combined entity at more than $700 million. 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. - Desiree Perez, CEO of ROC NATION The brands we build will pave a new path forward for a legacy rooted in equity, access, and justice. There have yet to be any real precedent-setting cases to establish the playing field. In Left Coast Ventures, Inc. v. Bill's Nursery Inc., et al., No. In addition, the Caliva shareholders may receive the following additional consideration post-closing: Pursuant to the terms of the definitive transaction agreement with respect to Left Coast Ventures (the LCV Agreement), SCAC will acquire Left Coast Ventures by merging such entity with and into a newly-formed wholly-owned subsidiary of SCAC, with Left Coast Ventures continuing as the surviving entity and becoming a wholly-owned subsidiary of SCAC (the LCV Transaction). While patents and copyrights are within the exclusive domain of federal law, claims may be brought for trademark infringement under federal or state law. 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). 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. Carlos Santana and Left Coast Ventures announced the development of premium cannabis and CBD brands Wednesday under the guitarist and marijuana advocate's brand. COAST VENTURES : Management's Discussion and Analysis of Financial 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. 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. JMLStern@duanemorris.com, By Seth A. Goldbergand Justin M. L. Stern, Seth A. Goldberg
Left Coast Ventures | LinkedIn Left Coast Ventures is headquartered in Sonora, California. DocketDocket Entry: Order:; Event Type: Event; Comments: ON VERIFIED MOTION TO APPEAR PRO HAC VICE IS GRANTED. The Parent Company recorded a conference call with members of the executive management team to discuss this announcement. TheKIVAcase also demonstrates IP rights in the cannabis industryas in other consumer product marketscan be incredibly valuable. 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. SCAC undertakes no obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law. Caliva and Left Coast Ventures expect combined revenues of $185m in 2020 and $334m in 2021. Because that claim challenges the fairness of the merger, it is direct.. Click here to login, 2023, Portfolio Media, Inc. | About | Contact Us | Legal Jobs | Advertise with Law360 | Careers at Law360 | Terms | Privacy Policy | Cookie Settings | Help | Site Map, Enter your details below and select your area(s) of interest to stay ahead of the curve and receive Law360's daily newsletters, Email (NOTE: Free email domains not supported). Calivas commitment to compliance and quality reinforce its position as THE MOST TRUSTED NAME IN CANNABIS. - Leland Hensch, CEO of SCAC ET AL VS TILRAY INC. InPolk v. Gontmakher, an individual claiming entitlement to an equity share in a marijuana operation sought a court order granting him that equity stake. 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. Neither defense nor plaintiffs counsel have responded to requests for comment. 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. This case, like the contract dispute cases discussed above, demonstrates legal obligations may not simply be ignored on the grounds they concern marijuana. The proceeds of the Private Placement are intended to be used in connection with the Transaction and to fund the growth of The Parent Company following closing. In most consumer-oriented product claims, there wont be a contract governing the relationship between the manufacturer and the end-user. Other suits in this category are based on the defendant companys marketing tactics, even where theyre not (even allegedly) fraudulent or misleading. 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)]." A primary takeaway fromHelixis companies in the cannabis industry, like those in any other industry, should develop and implement procedures to ensure compliance with all state and federal employment regulations (including those implemented under the FLSA). San Francisco Bay Area General Counsel, VP Legal Left Coast Ventures Dec 2019 - Jan 2021 1 year 2 months. WebCounsel information for Left Coast Ventures Inc., EKO Holdings LLC, Brett Cummings, Hugo and Debra Saavedra, and Equitable Transitions Inc. was not immediately available. Consequently, lawsuits may be more challenging for litigants, and thus potentially more disruptive and costly. (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.) Reprinted with permission ofmg Magazine. 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. Subversive subsequently joined forces with Jay-Z to bring to life The Parent Co, which bills itself as Californias premier cannabis business. 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.