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). - Shawn JAY-Z Carter as Chief Visionary Officer. Lists Featuring This Company West Coast Acquired Companies With More Than 50 Employees (jua) (Entered: 12/06/2019), Miami Dade County Courts | Other | The combined entity has been simply Focused primarily on complex litigation in heavily regulated industries, he routinely provides strategic advice to manufacturers, distributors, and retailers of cannabis-derived products. +1 561 962 2107 Investor Since. Caliva is a leading single-state cannabis operator in California. - Daniel Neukomm, CEO of La Jolla Group Caliva and Left Coast Ventures expect combined revenues of $185m in 2020 and $334m in 2021. The presentation is available under SCACs profile on www.sedar.com as well as their website www.subversivecapital.com. Already a subscriber? On 12/14/2020 PLANT LIFE APOTHECARY LLC filed an Other lawsuit against LEFT COAST VENTURES, INC. 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. InMann v. Gullickson, a company claimed it was due money under an agreement pursuant to which it provided consulting services to marijuana businesses. InTapatio Foods, LLC v. Arfarh, Tapatio Foods accused the alleged makers of Tiowaxy THC medicated hot sauce of diluting Tapatios brand name. As such, while ensuring compliance with cannabis- and product-related rules is critical, operators should not overlook the importance of adhering to more "standard" types of business regulations. WebLeft Coast Ventures has a revenue of $31.6M, and 138 employees. Another trademark case recently decided in federal court further illustrates the branding complications posed by the treatment of marijuana under federal law. JMLStern@duanemorris.com, By Seth A. Goldbergand Justin M. L. Stern, Seth A. Goldberg 2:19-CV-01297 | 2019-08-16, U.S. District Courts | Contract | (Compare this result to the one inGullickson, in which the party sought relief in the form of payment and the case was not dismissed.) 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. In the nascent industry where licenses are highly coveted and hard to come by, individuals and businesses have been willing to invest in litigation as a means of securing their proverbial piece of the pie. 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. Polestar says it willhit public markets next quarter via areverse merger with Gores Guggenheim, Inc (NASDAQ:GGPI). 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. If the parties cannot show cause under the Order, the case will be dismissed based on the contract at issues unenforceability a decision that should send a shiver down every cannabis business. U.S. COURT OF APPEALS 19-35952 D.C. No. 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. InKenney v. Helix TCS, the plaintiff sued his employer (Helix), a company that provides security services to businesses in the marijuana industry. 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. Consumer-oriented product claims arise when product consumption or use allegedly causes some type of injury. 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. 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. +1 215 979 1175 #13. Other putative class actions filed in federal court have relied on alleged violations of different federal laws to target businesses in the cannabis industry. Neither defense nor plaintiffs counsel have responded to requests for comment. TokingTimes 2023 All rights reserved. 2020-12-14, U.S. District Courts | Contract | 2021-01-08. 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. Carlos Santana and Left Coast Ventures announced the development of premium cannabis and CBD brands Wednesday under the guitarist and marijuana advocate's brand. Cooley LLP and Cassels Brock & Blackwell LLP are acting as legal counsel to Left Coast Ventures. 4G Ventures CEO Mohammad Honarkar was supposed to pay the approximately $133 million remaining on the loan, held by Delaware-based LCC Warehouse, For more information, visit www.subversivecapital.com. Left Coast Ventures Former Investors. The court 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 By continuing to use this website, you agree to UniCourts General Disclaimer, Terms of Service, 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. 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. 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). Subversive Capital Acquisition Corp. 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. Firms should also recognize that potentially infringing behavior may lead not only to a lawsuit claiming trademark infringement or unfair competitiona plaintiff might also seek to capitalize on the fact marijuana (and THC) is illegal under federal law, as the plaintiff did in Tapatio, to support a theory their brand has been tarnished or its value diminished. 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. Overview News & Insights. LOADING PDF: If there are any problems, click here to download the file. 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). The privately held company is known to have been acquired last year by Subversive Capital Acquisition. 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). 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. Headquarters Regions San Francisco Bay Area, West Coast, Western US. Where the relief requested is a share in a marijuana business, courts have appeared wary to take up the case for fear awarding such relief itself could be a violation of federal law. LLC v. Atain Specialty Insurance Co.concerned enforcement of an insurance contract where the insured product was marijuana. - Michael Auerbach, Founder and Chairman of SCAC. 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. Im proud of FCP's role and confident that The Parent Company will go on to build industry-leading brands in the cannabis space.. 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. NOT FOR PUBLICATION UNITED STATES COURT OF APPEALS FILED NOV 27 2020 MOLLY C. DWYER, CLERK FOR THE NINTH CIRCUIT LEFT COAST VENTURES, INC., a Delaware corporation, No. (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.) The preliminary prospectus is expected to be filed shortly. Founded in 2015, Calivas industry advantage comes from its vertical integration and direct-to-consumer platform. Participating Rounds. WebManufacturing. (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 Given this reality, making compliance a pillar of a companys business plan can help mitigate the risk of costly litigation. 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. 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). 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. However, it does draw some attention for the company at a critical time in its five-year history. As such, the case was sent back to state court. 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. 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. LEXIS 210736 (W.D. After the insurer denied the claim, arguing the contract was void because its insured could not have an "insurable interest" in federally illegal marijuana, the insured sued. 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. Judge Pechman cited directly to Polk v. Gontmakher, another cannabis contract case that was dismissed earlier this year on similar grounds. 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. On 12/05/2019 Infinity Global Consulting Group, Inc filed a Contract - Security lawsuit against Left Coast Ventures, Inc. - Steve Allan as CEO In addition, businesses would be wise to take consumer complaints seriously. For more information visit caliva.com or follow along on Instagram, @GoCaliva. 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. WebLeft Coast Ventures Aug 2020 - Present 2 years 9 months. Caliva and Left Coast Ventures expect combined pro forma revenues of $185 million in 2020 and $334 million in 2021. DocketDocket Entry: Order:; Event Type: Event; Comments: ON VERIFIED MOTION TO APPEAR PRO HAC VICE IS GRANTED. 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. 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. 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. 19-35952 | 2019-11-14, U.S. District Courts | Contract | Left Coast 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. 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. Not surprisingly, commercial contract disputes represent a substantial portion of civil litigation in this country. 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. ), Create custom alerts for specific article and case topics and, I took a free trial but didn't get a verification email. April closed out the month having priced just one SPAC IPO with Ares Acquisition Corp. IIs upsized $450 million offering. The plaintiff countered that because the object of the agreement was marijuana (illegal under federal law), no contract was formed. 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. The court ruled that even though the contracts object was marijuana and the contract was thus void and unenforceable, it had still beenformed. 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. These types of proceedings, regulatory in nature, typically involve businesses interfacing with local, state, or federal agencies or administrators. 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. 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. PLANT LIFE APOTHECARY LLC ET AL VS LEFT COAST VENTURES, INC. Infinity Global Consulting Group, Inc. et al v. Tilray, Inc. et al, Left Coast Ventures, Inc. v. Brightstar LLC, INFINITY GLOBAL CONSULTING GROUP INC. Its a car engineered for Instagram likes and, fittingly, its ready to influence autonomously and at speed. In the world of civil litigation involving the very young cannabis industry, the laws are still developing, so there are unknowns. 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. 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. DAVID N. OSEGUEDA, ET AL. Roc Nation Sports was founded in 2013, bringing the organizations full-service touch to athletes across the NFL, NBA, MLB, and global soccer. Subversive Capital will then acquire both Caliva and Left Coast Ventures for $282.9 million and $142.2 million, respectively.

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