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. There have yet to be any real precedent-setting cases to establish the playing field. Cases involving other matters not classified elsewhere, 890, 1890, 1990, 2890, 2899, 2999, 3375, 3890, 3896, 3899, 3999, 4890, 4896, 4999. 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. No further entries will be made on this case. If you do not agree with these terms, then do not use our website and/or services. 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). media@subversivecapital.com, Investor Relations Visionary Officer of new cannabis Law360 may contact you in your professional capacity with information about our other products, services and events that we believe may be of interest.Youll be able to update your communication preferences via the unsubscribe link provided within our communications.We take your privacy seriously. Federal Court Sends Ominous Signal on Cannabis Contracts Holding. Lawsuit Database - Business & Human Rights Resource Centre 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. The Delaware Chancery Court, for the second time in recent months, ruled that shareholders have the standing to sue board members for breach of their duties in the so-called de-SPAC agreement. Docket Entry: Order of Dismissal; Book/Page: 32576:3524; Event Type: Event; Comments: WITH PREJUDICE Parties: Left Coast Ventures Inc. Docket Entry: Stipulation for Dismissal; Event Type: Event, Docket Entry: Order:; Event Type: Event; Comments: GRANTING RESPONDENT LEFT COAST VENTURES, INC. S MOTION TO ENFORCE SUBPOENAS AND TO COMPEL PRODUCTION OF DOCUMENTS, Docket Entry: Motion for Extension of Time; Event Type: Event; Comments: Parties: Colleen Lynn Smeryage; Plant Life Apothecary LLC; Kohen Elad; Duchman Dovid, Docket Entry: Order:; Event Type: Event; Comments: GRANTING MOTION TO ENFORCE SUBPOENAS AND TO COMPEL PRODUCTION OF DOCUMENTS, Docket Entry: Notice:; Event Type: Event; Comments: RE-DISCOVERY DEADLINE IN WASHINGTON ACTION, Hearing Info; Description: Motion Calendar; Hearing Code: MOTCAL; Hearing Time: 9:30AM, Docket Entry: Motion Calendar; Event Type: Hearing; Comments: RESPONDENT'S MOTION FOR STATUS CONFERENCE, Docket Entry: Notice of Hearing-; Event Type: Event; Comments: 05/04/2021, Docket Entry: Response to Motion; Event Type: Event; Comments: TO QUASH FOR PROTECTIVE ORDER REGARDING SUBPOENAS SERVED NON-PARTIES, Docket Entry: Order:; Event Type: Event; Comments: GRANTING VERIFIED MOTION TO APPEAR PRO HAC VICE. 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. Public Records Policy. 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. Helix argued Kenney was not entitled to the protections of the FLSA because marijuanathe industry in which Helix operatesis unlawful under federal law. Polestars new machine is only a concept and not available for sale. LOADING PDF: If there are any problems, click here to download the file. 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. Plaintiff, John Joseph Smith, individually and on behalf of entities he controls, alleges that Defendants, Thomas M. Scott, CA Ventures, LLC, and a number of other related entities formed by Scott and CA VenturesCA Ventures (the Subsidiary LLCs), terminated him from his employment with CA Ventures without cause, but nevertheless stripped him And the best part of all, documents in their CrowdSourced Library are FREE! 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. Explaining a federal court cannot grant a remedy that, in effect, mandates illegal conduct, the court dismissed the complaint. 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). investor@subversivecapital.com, Nike Communications This case, like the contract dispute cases discussed above, demonstrates legal obligations may not simply be ignored on the grounds they concern marijuana. WebLeft Coast Ventures has a revenue of $31.6M, and 138 employees. 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. theparentcompany@nikecomm.com, Internet Explorer presents a security risk. Password (at least 8 characters required). (Compare this result to the one inGullickson, in which the party sought relief in the form of payment and the case was not dismissed.) - Jeffry Allen, Director of NetApp and Barracuda Calivas plant-based solutions serve over 1 million customers and are designed to fit any lifestyle. Polestar says it willhit public markets next quarter via areverse merger with Gores Guggenheim, Inc (NASDAQ:GGPI). 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. The lawsuit was originally filed in Washington state court but was removed to federal court based on diversity jurisdiction. Unfortunately, the maturing cannabis industry appears to be like any other when it comes to this kind of dispute resolution. mg Magazine. As such, cannabis businesses should invest in protecting their IP while remaining cognizant of certain courts and jurisdictions wariness of rewarding conduct that violates federal law. U S MERCHANTS FINANCIAL GROUP INC VS TRIMAX CORPORATION ET A. Roc Nation, founded in 2008 by JAY-Z, has grown into the worlds preeminent entertainment company. Reprinted with permission ofmg Magazine. 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. (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.) Ultimately, the court granted a permanent injunction in favor of Tapatio, though that ruling was predicated on the defendants default in the litigation. 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. (Reuters) - Johnson & Johnson agreed to pay about $1 billion to resolve the bulk of lawsuits claiming the company sold defective metal-on-metal hip implants that 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.). 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. 2019-11-01, Los Angeles County Superior Courts | Contract | 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). These cases and others like them present several takeaways. 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. Cancellation and Refund Policy, Privacy Policy, and 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. 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. 2019-12-02, Los Angeles County Superior Courts | Contract | On 12/14/2020 PLANT LIFE APOTHECARY LLC filed an Other lawsuit against LEFT COAST VENTURES, INC. For more information, visit www.subversivecapital.com. The Parent Company - Subversive Capital Acquisition Corp. Closes In addition, businesses would be wise to take consumer complaints seriously. Berrin Noorata The court agreed. 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. Headquartered in Santa Rosa, CA, Left Coast Ventures is a diversified cannabis and hemp company specializing in cultivation, extraction, manufacturing, brand development, and distribution. San Francisco Bay Area General Counsel, VP Legal Left Coast Ventures Dec 2019 - Jan 2021 1 year 2 months. What may be the most noteworthy about the cases discussed above is whatsunremarkable about them: In each of the three cases (two federal and one state), the court did not abstain from enforcing the parties contractual obligations solely because the contract at issue pertained to marijuana. 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. Polestar, the electric vehicle maker spun out of the Volvo corporate garage, is suggesting as much today as it pulls the cover off of a sporty concept car with a removable roof. 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. 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. Another trademark case recently decided in federal court further illustrates the branding complications posed by the treatment of marijuana under federal law. One significant case shines a light on the intersection of federal employment law and business illegal under federal law. By subscribing to our blog, you acknowledge that you have read our, Federal Court Sends Ominous Signal on Cannabis Contracts, Treasury Report Recommends Increasing Tax Audits of Cannabis Taxpayers, WA COVID-19 UPDATE: Cannabis Businesses Deemed Essential; WSLCB Further Relaxes Rules, Marijuana, Hemp, & COVID-19: Regulatory Guidance, Government Loans, and Tax Credits (Or Lack Thereof), Proposed Washington Cannabis Bills 2020, Part 3, Proposed Washington Cannabis Bills 2020, Part 2. 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 off from Privateer Holdings Inc. SAGoldberg@duanemorris.com, Justin M. L. Stern 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. Docket(#1) Clerks Notice to Filer re: Electronic Case. Roadside-assistance startup Urgently has held talks to go public through a merger with Graf Acquisition Corp. IV (NYSE:GFOR). As businesses with employees, companies operating in the cannabis space are not immune from these sorts of issues and they have begun to face these sorts of claims. Case administratively closed - No Initiating Document filed/attached. Left Coast 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. Already a subscriber? Judge Pechman distinguished from that and stated. 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. Why is this public record being published online? A couple of noteworthy lessons emerge from a review ofPolkandLeft Coast Ventures. ), Create custom alerts for specific article and case topics and, I took a free trial but didn't get a verification email. The court ruled that even though the contracts object was marijuana and the contract was thus void and unenforceable, it had still beenformed. Subversive Capital Acquisition Corp. Newly formed vertically integrated cannabis company to be named TPCO Holding Corp. (The Parent Company), will be the largest in California, Shawn JAY-Z Carter will join The Parent Company as Chief Visionary Officer to guide brand strategy and The Parent Company Social Equity Ventures, a corporate venture fund investing in Black-owned and minority-owned cannabis businesses, Entertainment powerhouse Roc Nation signs exclusive cannabis partnership with The Parent Company, $36.5mm in equity commitments from existing and new shareholders provides sufficient cash to satisfy closing conditions, Transaction expected to close in January 2021, Class A Units currently trade on the NEO under the symbol SVC.A.U and on the OTCQX under the symbol SBVCF, Conference call and webcast available for replay. InKenney v. Helix TCS, the plaintiff sued his employer (Helix), a company that provides security services to businesses in the marijuana industry. Generally, the longstanding Erie doctrine provides that federal courts follow state substantive law, so contract issues are dictated by state law. 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. - Michael Auerbach, Founder and Chairman of SCAC. Jay-Z has long been involved in the marijuana space. The potential for employment-related legal issues exists in every workplace, from the potential for race discrimination or sexual harassment suits under federal or state law to wage-related claims under the Fair Labor Standards Act (FLSA) or its state-law equivalent. View contact profiles from Left Coast Ventures Popular Searches Left Coast In the legal profession, information is the key to success. SAGoldberg@duanemorris.com, Justin M. L. Stern 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. Why is this public record being published online? The Parent Company recorded a conference call with members of the executive management team to discuss this announcement. 2:19-CV-01297 | 2019-08-16, U.S. District Courts | Contract | For further information, visit rocnation.com. 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. SCAC has received private placement commitments of $36.5 million at a price of $10.00 per share issuable immediately prior to, and conditional on, completion of the Transaction (the Private Placement). He also serves as team lead for the firms cannabis industry group, where he advises core and ancillary cannabis and hemp companies in regulatory and business matters, as well non-cannabis companies evaluating their participation in the cannabis space.
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