Kenneys suit argued he should not have been so classified and was owed overtime under the FLSA. Cannabis Company Formed by SPAC, Jay-Z Reveals Legal Team (1) SAGoldberg@duanemorris.com, Justin M. L. Stern Calivas plant-based solutions serve over 1 million customers and are designed to fit any lifestyle. Not surprisingly, commercial contract disputes represent a substantial portion of civil litigation in this country. 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. 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. Partnership disputes can be particularly contentious in the cannabis industry. First, cannabis operators (cultivators, manufacturers, distributors, and retailers) and ancillary businesses who cater to them should take quality control (QC) seriously. Judith Schvimmer - General Counsel, Corporate Secretary - LinkedIn - Jeffry Allen, Director of NetApp and Barracuda Another trademark case recently decided in federal court further illustrates the branding complications posed by the treatment of marijuana under federal law. Docket(#1) Clerks Notice to Filer re: Electronic Case. In the world of civil litigation involving the very young cannabis industry, the laws are still developing, so there are unknowns. (jua) (Entered: 12/06/2019). However, on the latter, this may go only so far. 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. The crux of the case was Helix classified Kenney as an "exempt" employee, meaning he was not eligible for overtime pay. 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. 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. 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. 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. 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. Its unclear, for example, whether Eazes argument in favor of arbitration would have fared as well as it did were the case heard in another jurisdiction. 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. #13. 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. 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. Cannabis Investors Sue SPAC Deal Backers Over Diluted Stock 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. The Latest SPAC News and Rumors: March 2, 2022. Contact Info. 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. Seth A. Goldberg Benesch Friedlander Coplan & Aronoff LLP is serving as U.S. legal advisor and lead transaction counsel and Bennett Jones LLP as Canadian counsel to Caliva. 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. This case was filed in Miami Dade County Courts, Miami In fact, his Benzinga Password (at least 8 characters required). TheKIVAcase also demonstrates IP rights in the cannabis industryas in other consumer product marketscan be incredibly valuable. Cummings & Lockwood LLC, Reed Smith LLP and Aird & Berlis LLP are acting as legal counsel to Shawn (JAY-Z) Carter and his affiliate entities. Cancellation and Refund Policy, Privacy Policy, and investor@subversivecapital.com, Nike Communications Currently, that would not include marijuana products. Left Coast Ventures | LinkedIn 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. 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. Dkt. 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. Left Coast Ventures Company Profile: Acquisition & Investors However, it does draw some attention for the company at a critical time in its five-year history. No further entries will be made on this case. And the best part of all, documents in their CrowdSourced Library are FREE! - Brett Cummings as CFO, President of Left Coast Ventures 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. The Latest SPAC News and Rumors: March 2, 2022 - SPACInsider Also unique to the realm of trademarks is products for which trademark protection are sought must be lawful under federal law. Because that claim challenges the fairness of the merger, it is direct.. 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. Arguing that Tiowaxy sounds similar to Tapatio and that the products share a similar font and label designs, Tapatio asserted that its brand had been tarnished due to its association with the defendants product, infused with a Schedule I controlled substance. And the best part of all, documents in their CrowdSourced Library are FREE! 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. On 12/05/2019 Infinity Global Consulting Group, Inc filed a Contract - Security lawsuit against Left Coast Ventures, Inc. Polestar says it willhit public markets next quarter via areverse merger with Gores Guggenheim, Inc (NASDAQ:GGPI). Subversive subsequently joined forces with Jay-Z to bring to life The Parent Co, which bills itself as Californias premier cannabis business. 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. 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 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. To ensure the most secure and best overall experience on our website we recommend the latest versions of, Internet Explorer is no longer supported. You have to know whats happening with clients, competitors, practice areas, and industries. Jay-Z backed cannabis company faces lawsuit following court They also normally involve novel questions of statutory and constitutional interpretation. 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. 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. Implementing QC and compliance policies, including strict adherence to safety standards and required testing protocols, can mitigate the risk of selling products that do not comply with the law or reflect whats stated on the package or label. Infinity Global Consulting Group, Inc. et al v. Left Coast 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. The state court inGreen Cross Medical Inc. v. Gallyreached a similar result but for a different reason. As evidenced by the spike in cannabis-related litigation in 2019, and as the industry matures it seems like it may mirror most other U.S. industries in the sense participants will resolve disputes with litigation. 2019-12-02, Los Angeles County Superior Courts | Contract | Roc Nation Sports was founded in 2013, bringing the organizations full-service touch to athletes across the NFL, NBA, MLB, and global soccer. 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. Finally, one place to get all the court documents we need. One significant case shines a light on the intersection of federal employment law and business illegal under federal law. 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. Holding. Cannabis Co. Sued For $150M Over Effort To Devalue Rival 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. The Parent Companys Board of Directors is expected to include: - Carol Bartz, former CEO of Yahoo and Autodesk 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. 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. 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. Caliva and Left Coast Ventures expect combined revenues of $185m in 2020 and $334m in 2021. A developer sued the city of La Habra for more than $100 million last week for blocking the conversion of an unprofitable golf course into a 443-home housing and 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. 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. +1 561 962 2107 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. Below is a daily summary of links to the latest SPAC news and rumors gathered across the web. San Francisco Bay Area General Counsel, VP Legal Left Coast Ventures Dec 2019 - Jan 2021 1 year 2 months. 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. The Parent Company - Subversive Capital Acquisition Corp. Closes Shawn JAY-Z Carter, who will become The Parent Companys Chief Visionary Officer following closing of the Transaction, said: Although we know we cant fully redeem the injustices created by the war on drugs, we can help shape a brighter and inclusive future. 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. Subversive Capital Acquisition Corp., the Largest 2:20-CV-05263 | 2020-06-12, U.S. Courts Of Appeals | Contract | 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)]." The plaintiff countered that because the object of the agreement was marijuana (illegal under federal law), no contract was formed. LEXIS 210736 (W.D. Investor Since. (jua) (Entered: 12/06/2019), Miami Dade County Courts | Other | Participating Rounds. There have yet to be any real precedent-setting cases to establish the playing field. The Sponsor and certain shareholders of Caliva and Left Coast Ventures will also receive certain customary registration rights after the expiration of such lock-up periods. 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. 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. 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. 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. Cannabis plants grow in the greenhouse at the MG Health Ltd. growing facility in the South African country of Lesotho. By Seth A. Goldberg and Justin M. L. Stern Earlier this week, Vice-Chancellor Morgan Zurn refused to dismiss a lawsuit by shareholders of Left Coast Ventures. theparentcompany@nikecomm.com, Internet Explorer presents a security risk. LEFT COAST VENTURES 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. 2:19-cv-00686-RSM Plaintiff-Appellant, MEMORANDUM* v. BRIGHTSTAR, LLC, a limited liability company Neither defense nor plaintiffs counsel have responded to requests for comment. 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. Because it found the Federal Arbitration Act applied and the contract required arbitration of gatekeeping issues of arbitrability, the court found in favor of Eaze, requiring arbitration under the contract even though it simultaneously found the agreement itself was unenforceable on the grounds its object was unlawful. A transaction features a potential PIPE, and could value the combined entity at more than $700 million. Investor Name. Docket Entry: Order:; Event Type: Event; Comments: ON VERIFIED MOTION TO APPEAR PRO HAC VICE IS GRANTED. Cancellation and Refund Policy, Privacy Policy, and Given this reality, making compliance a pillar of a companys business plan can help mitigate the risk of costly litigation. - Daniel Neukomm, CEO of La Jolla Group C19-1297 MJP, 2019 U.S. Dist. LEXIS 210736 (W.D. - Dennis OMalley as COO, President of Caliva This case, like the contract dispute cases discussed above, demonstrates legal obligations may not simply be ignored on the grounds they concern marijuana. The only certainty in civil litigation is that it is a distraction and a burden. Try our Advanced Search for more refined results. Another Federal Court Abstains From Hearing A Cannabis Dispute Whereas patents generally expire after twenty years, trademark protection can last for a potentially unlimited amount of time. COAST VENTURES : Management's Discussion and Analysis of Financial 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. California is the most powerful cannabis economy in the world, and we have a unique opportunity to consolidate the market, Subversive Capital Acquisition Corp. (SCAC) Chair Michael 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. Phone Number (707) 757-7880. Left Coast Ventures Left Coast investors sue over financing amendments on eve of take 2003-02-04. 2019-11-01, Los Angeles County Superior Courts | Contract | 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. 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.
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