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. 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. 2017-11-14, Los Angeles County Superior Courts | Labor | The lawsuit was originally filed in Washington state court but was removed to federal court based on diversity jurisdiction. 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). Kenneys suit argued he should not have been so classified and was owed overtime under the FLSA. 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. 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. Left Coast Ventures Former Investors. In Left Coast Ventures, Inc. v. Bill's Nursery Inc., et al., No. 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. Public Records Policy. Web(April 1, 2021) - Three former Left Coast Ventures Inc. shareholders say the cannabis company's insiders breached their fiduciary duty by pushing through amendments to Other suits in this category are based on the defendant companys marketing tactics, even where theyre not (even allegedly) fraudulent or misleading. While these types of lawsuits are common in most industries, because of the cannabis industrys youth and the unique federal and state regulatory issues involved, businesses or consumers bringing, maintaining, or defending a civil action may be in uncharted waters. 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. 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. Contact Info. ), Create custom alerts for specific article and case topics and, I took a free trial but didn't get a verification email. This certainly was not the first time contract enforceability between cannabis companies has come up. 2018-07-03, Los Angeles County Superior Courts | Small Claim | - Steve Allan as CEO By continuing to use this website, you agree to UniCourts General Disclaimer, Terms of Service, Caliva and Left Coast Ventures expect combined revenues of $185m in 2020 and $334m in 2021. 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. InPolk v. Gontmakher, an individual claiming entitlement to an equity share in a marijuana operation sought a court order granting him that equity stake. 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. Caliva and Left Coast Ventures expect combined pro forma revenues of $185 million in 2020 and $334 million in 2021. Also unique to the realm of trademarks is products for which trademark protection are sought must be lawful under federal law. (jua) (Entered: 12/06/2019). However, on the latter, this may go only so far. 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. 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. +1 561 962 2107 Partnership disputes can be particularly contentious in the cannabis industry. - Daniel Neukomm, CEO of La Jolla Group 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. Law360 takes your privacy seriously. They say, "you dont know what you dont know." The federal court rejected the insurers defense, noting federal marijuana regulation has undergone substantial changes in recent years and holding an insurer who knowingly insures marijuana cannot later escape its obligations under the agreement by asserting the illegality defense. (jua) (Entered: 12/06/2019), Miami Dade County Courts | Other | In most consumer-oriented product claims, there wont be a contract governing the relationship between the manufacturer and the end-user. Helix argued Kenney was not entitled to the protections of the FLSA because marijuanathe industry in which Helix operatesis unlawful under federal law. For more information, visit www.subversivecapital.com. The Latest SPAC News and Rumors: March 2, 2022. Finally, one place to get all the court documents we need. Focused primarily on complex litigation in heavily regulated industries, he routinely provides strategic advice to manufacturers, distributors, and retailers of cannabis-derived products. Reprinted with permission ofmg Magazine. ET AL, GREEN LEAGUE VENTURES LLC ET AL VS PRIVATEER HOLDINGS INC ET. 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. Who is Left Coast Ventures Headquarters 7935 SW Nyberg St, Tualatin, Oregon, 97062, United States Phone Number (707) 757-7880 Website www.leftcoastventures.us Revenue $9.8M Industry Finance General Finance Is this data correct? 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. InWilliams v. Eaze Solutions, for instance, the plaintiff argued Eazewhich operates a mobile application to facilitate the delivery of cannabis products from dispensaries to consumersviolated the Telephone Consumer Protection Act (TCPA) by sending repeated, unsolicited text messages. Caliva is a leading single-state cannabis operator in California. 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. Ecarx is working with an adviser to explore a deal that could value the combined entity at about $4 billion. SAGoldberg@duanemorris.com, Justin M. L. Stern Why is this public record being published online? Consequently, lawsuits may be more challenging for litigants, and thus potentially more disruptive and costly. 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. 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. 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. Because that claim challenges the fairness of the merger, it is direct.. 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. 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. Left Coast 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 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. Carlos Santana and Left Coast Ventures announced the development of premium cannabis and CBD brands Wednesday under the guitarist and marijuana advocate's brand. 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 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. Ultimately, the court granted a permanent injunction in favor of Tapatio, though that ruling was predicated on the defendants default in the litigation. 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). 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. Wash. Dec. 6, 2019), the United States District Court Already a subscriber? 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. 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. These cases and others like them present several takeaways. 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. 2021-01-08. 2020-12-14, U.S. District Courts | Contract | By Seth A. Goldberg and Justin M. L. Stern In fact, his Calivas plant-based solutions serve over 1 million customers and are designed to fit any lifestyle. 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). 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. To ensure the most secure and best overall experience on our website, we recommend the latest versions of, http://public.viavid.com/index.php?id=142580, up to approximately 17.4 million additional SCAC Common Shares in the event the volume weighted average trading price (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); and. Cummings & Lockwood LLC, Reed Smith LLP and Aird & Berlis LLP are acting as legal counsel to Shawn (JAY-Z) Carter and his affiliate entities. The court agreed. 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. 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. Headquarters Regions San Francisco Bay Area, West Coast, Western US. +1 215 979 1175 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). - Shawn JAY-Z Carter as Chief Visionary Officer. It is common for businesses and individuals in the United States to resolve their disputes with lawsuits. 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. On 12/14/2020 PLANT LIFE APOTHECARY LLC filed an Other lawsuit against LEFT COAST VENTURES, INC. Blake, Cassels & Graydon LLP and Paul Hastings LLP are acting as legal counsel to SCAC. 4G Ventures CEO Mohammad Honarkar was supposed to pay the approximately $133 million remaining on the loan, held by Delaware-based LCC Warehouse, Wash. Dec. 6, 2019), the United States District Court for the Western District of Washington abstained from adjudicating a contract dispute over a Florida medical marijuana license and remanded the case to state court. 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. The court issued an order to show cause why the case should not be dismissed on the grounds that, as stated inPolk, awarding interest in a marijuana entity would be mandating illegal conduct. 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. 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. 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. 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.". April closed out the month having priced just one SPAC IPO with Ares Acquisition Corp. IIs upsized $450 million offering. 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. Overview News & Insights. 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. 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. Cases involving other matters not classified elsewhere, 890, 1890, 1990, 2890, 2899, 2999, 3375, 3890, 3896, 3899, 3999, 4890, 4896, 4999. 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.