2003-02-04. 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. SCAC has filed today an investor presentation which describes in more detail the proposed business of The Parent Company. 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). 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. Additionally, while the decisions of one federal district court certainly do not amount to precedent, the type of remedies sought appears to matter. Another Federal Court Abstains From Hearing A Cannabis Dispute Docket(#1) Clerks Notice to Filer re: Electronic Case. Subversive Capital Acquisition Corp. 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. (jua) (Entered: 12/06/2019). 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. 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. Benzinga Left Coast Ventures Company Profile: Acquisition & Investors 1:19-CV-25019 | 2019-12-05, Miami Dade County Courts | Contract | Kenneys suit argued he should not have been so classified and was owed overtime under the FLSA. This information is available in the Recently, the cannabis industryalbeit primarily in the hemp spacehas seen an uptick in product-liability-related and consumer-oriented cases. The court agreed. Public Records Policy. Already a subscriber? Docket Entry: Notice of Hearing-; Event Type: Event; Comments: ON 02-10-2021 AT 2PM, Docket Entry: Receipt:; Event Type: Event; Comments: RECEIPT#:2510256AMT PAID:$200.00NAME:TOTH, BRIAN WILLIAMGELBER SCHACHTER & GREENBERG PA 1221 BRICKELL AVEMIAMI FL 33131-2847COMMENT:ALLOCATION CODEQUANTITYUNITAMOUNT3176-NON-FLA ATTORNEY F1$100.00$100.003176-NON-FLA ATTORNEY F1$100.00$100.00TENDER TYPE:E-FILING ACHTENDER AMT:$200.00RECEIPT DATE:01/07/2021REGISTER#:251CASHIER:EFILINGUSER, Docket Entry: Motion for Pro Hac Vice; Event Type: Event, Docket Entry: Receipt:; Event Type: Event; Comments: RECEIPT#:2560045AMT PAID:$401.00NAME:COLLEEN LYNN SMERYAGE100 SE 2ND ST FL 30MIAMI FL 33131-2100COMMENT:ALLOCATION CODEQUANTITYUNITAMOUNT3100-CIRCUIT FILING FEE1$401.00$401.00TENDER TYPE:E-FILING ACHTENDER AMT:$401.00RECEIPT DATE:12/16/2020REGISTER#:256CASHIER:EFILINGUSER, Docket Entry: Complaint; Event Type: Event, Docket Entry: Civil Cover Sheet - Claim Amount; Event Type: Event. 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 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. LEXIS 210736 (W.D. The brands we build will pave a new path forward for a legacy rooted in equity, access, and justice. 2020-12-14, U.S. District Courts | Contract | InSnyder v. Green Roads, a CBD products manufacturer was sued in federal court in a proposed class action for allegedly selling infused gummies, tea, and oil with concentrations of CBD different from the amount advertised. Left Coast Venture shareholders will receive consideration in the form of newly issued SCAC Common Shares, subject to exceptions for certain U.S. persons that will receive consideration in cash. 2021-01-08. According to the ruling shared by Zurn, Left Coast shareholders have the ability to file direct claims against private equity fund Fireman Capital Partners LLC and three Left Coast board members affiliated with the fund, including director Dan Fireman. WebManufacturing. While they may require payment of regulatory penalties, forfeiture of a license or certification, or a change to the business structure, the objective of these types of actions is often a defined outcome. However, the court disagreed, holding that although marijuana is illegal under the CSA, Arizona (where the case was pending) had passed a medical marijuana law and the Department of Justice was prohibited from prosecuting individuals compliant with state medical marijuana laws. 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. 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 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. The lawsuit was originally filed in Washington state court but was removed to federal court based on diversity jurisdiction. The case, Left Coast Ventures, Inc. v. Bills Nursery, Inc. (case no. The Sponsor has also agreed to forfeit to SCAC (i) approximately 0.6 million SCAC Common Shares on closing of the Transaction, and (ii) a number of SCAC Common Shares equal to any Caliva Earnout Shares issued to the Caliva shareholders. These acquisitions together constitute SCACs The privately held company is known to have been acquired last year by Subversive Capital Acquisition. Calivas commitment to compliance and quality reinforce its position as THE MOST TRUSTED NAME IN CANNABIS. Fired CA Ventures exec accuses CEO 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 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. Eaze argued the case did not belong in court, as the plaintiffwhen she signed up for the appagreed to a mandatory arbitration provision. Participants increasingly are engaged in civil litigation involving 1) consumer-oriented claims, such as product liability, personal injury, and consumer fraud; 2) commercial disagreements, such as claims for breach of contract in consulting agreements, insurance policies, or supply agreements; 3) partnership claims, such as disputes over ownership interests and performance payouts; 4) intellectual property claims, such as trademark infringement or trade secret/non-compete violations; and 5) employment-related claims, such as harassment, workers compensation, and wage-related claims. 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. San Francisco Bay Area General Counsel, VP Legal Left Coast Ventures Dec 2019 - Jan 2021 1 year 2 months. 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. However, last week saw four Latest SPAC Liquidations: LAVA Medtech Acquisition Corp., Digital Acquisitions I Corp. LAVA Medtech Acquisition Corp. (LVAC) to Liquidate on May 3 LAVA Medtech Acquisition Corp. (NASDAQ: LVAC) announced today that the board of directors of the Company (the Board) has elected to abandon and not implement the extension that was approved by stockholders on April Project Energy Reimagined Acquisition Corp. (Nasdaq: PEGR)announced this afternoon that it has signed anon-binding letter of intent (LOI) to combine with an unnamed target. 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. (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.) +1 215 979 1175 C19-1297 MJP, 2019 U.S. Dist. Seth A. Goldberg is a member ofDuane Morriss trial practice group. 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. In fact, his appreciation for the industry has led him to be a staunch supporter of companies whose businesses are based on the plant. Based on sources and uses of capital, SCAC will have sufficient cash to satisfy the Transaction's closing conditions. Consumer claims are common in all consumer-products industriesparticularly the pharmaceutical, tobacco, and automotive industries. 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 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. A lawsuit reveals an uglyand suddenbreakup between J.J. Smith and Tom Scott, who hired Smith as his first employee in 2007. This case, like the contract dispute cases discussed above, demonstrates legal obligations may not simply be ignored on the grounds they concern marijuana. Investor Name. DELAWARE Common types of intellectual property (IP)-related disputes involve claims of patent infringement, copyright infringement, and trademark infringement. (jua) (Entered: 12/06/2019), Miami Dade County Courts | Other | The machine also features a drone onboard that can be launched while driving. Counsel experienced in both civil litigation and cannabis-specific issues such as the federal/state conflict and state-by-state patchwork of cannabis regulations (and therefore not needing to be "brought up to speed") will be essential to guiding litigants to cost-effective resolutions. The cannabis industry is sure to continue to experience a growing number of commercial lawsuits. investor@subversivecapital.com, Nike Communications 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. 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. Seth A. Goldberg Below is a daily summary of links to the latest SPAC news and rumors gathered across the web. 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. 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. The Latest SPAC News and Rumors: March 2, 2022 - SPACInsider DocketDocket Entry: Order:; Event Type: Event; Comments: ON VERIFIED MOTION TO APPEAR PRO HAC VICE IS GRANTED. The lawsuit was originally filed in Washington state court but was removed to First, cannabis operators (cultivators, manufacturers, distributors, and retailers) and ancillary businesses who cater to them should take quality control (QC) seriously. 2:18-CV-01434-RAJ, 2019 WL 4058970, at *2 (W.D. 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. - Dennis OMalley as COO, President of Caliva 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. Partnership disputes can be particularly contentious in the cannabis industry. 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). One significant case shines a light on the intersection of federal employment law and business illegal under federal law. However, it does draw some attention for the company at a critical time in its five-year history. InKenney v. Helix TCS, the plaintiff sued his employer (Helix), a company that provides security services to businesses in the marijuana industry. 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. Stikeman Elliot LLP is acting as legal counsel to Canaccord Genuity Corp. This press release is not an offer of securities for sale in the United States, and the securities referred to herein may not be offered or sold in the United States absent registration or an exemption from registration. The court Reflecting yet another sort of consumer-type action, a number of CBD companies selling their products online have been sued in putative class actions under the Americans with Disabilities Act (ADA) on the grounds their websites are not accessible to blind customers. 2:19-CV-00686 | 2019-05-08, Florida Dade Court System | Contract | These cases and others like them present several takeaways. 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 Left Coast Ventures, Inc. v. Bill's Nursery Inc., et al., No. Left Coast Ventures Former Investors. 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. Cooley LLP and Cassels Brock & Blackwell LLP are acting as legal counsel to Left Coast Ventures. Left Coast Ventures Inc v. Bill's Nursery Inc et al, Left Coast Ventures Inc v. Brightstar LLC, CONSTANTINE SCURTIS VS ALEXANDER E. RODRIGUEZ ET AL. Calivas plant-based solutions serve over 1 million customers and are designed to fit any lifestyle. 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.". Left Coast Ventures, Inc. v. Brightstar, LLC - casetext.com 05/20/2021 - Motion for Extension of Time, 02/16/2021 - Motion/petit for Enforcement, DocketDocket Entry: Order of Dismissal; Event Type: Judgment; Comments: WITH PREJUDICE. 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). InTapatio Foods, LLC v. Arfarh, Tapatio Foods accused the alleged makers of Tiowaxy THC medicated hot sauce of diluting Tapatios brand name. Because the national cannabis regulatory framework is a patchwork of varying state laws and regulations, many of which are in contravention of federal laws and regulations, businesses must pay close attention to the specific requirements not only of the states where theyre producing products, but also of the states in which they intend tosellthe products to end-users. Roadside-assistance startup Urgently has held talks to go public through a merger with Graf Acquisition Corp. IV (NYSE:GFOR). In addition, the Left Coast Venture shareholders may receive up to approximately 3.9 million additional SCAC Common Shares 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). 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. 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)]." April closed out the month having priced just one SPAC IPO with Ares Acquisition Corp. IIs upsized $450 million offering. Caliva is a leading single-state cannabis operator in California. KIVA Health moved to dismiss the counterclaims, arguing KBIs manufacture and sale of federally unlawful products rendered it unable to maintain the claims. This press release may contain forward-looking information within the meaning of applicable securities legislation which reflects SCACs current expectations regarding future events. 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. COAST VENTURES : Management's Discussion and Analysis of Financial Contact Info. 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.
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