Additionally, while the decisions of one federal district court certainly do not amount to precedent, the type of remedies sought appears to matter. Whereas patents generally expire after twenty years, trademark protection can last for a potentially unlimited amount of time. This dismissal would not be precedential, but it would send a strong signal about how federal courts will treat contracts concerning cannabis. Other putative class actions filed in federal court have relied on alleged violations of different federal laws to target businesses in the cannabis industry. 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 proposed class action was filed Tuesday in Delaware Chancery Court by former common stockholders of Left Coast Ventures Inc., a cannabis company that spun 2:19-CV-00686 | 2019-05-08, Florida Dade Court System | Contract | Earlier this week, Vice-Chancellor Morgan Zurn refused to dismiss a lawsuit by shareholders of Left Coast Ventures. 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. 2003-02-04. And the best part of all, documents in their CrowdSourced Library are FREE! 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. +1 215 979 1175 Dkt. 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. Public Records Policy. 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. 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. +1 561 962 2107 Im proud of FCP's role and confident that The Parent Company will go on to build industry-leading brands in the cannabis space.. 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. - Desiree Perez, CEO of ROC NATION Carlos Santana and Left Coast Ventures announced the development of premium cannabis and CBD brands Wednesday under the guitarist and marijuana advocate's brand. 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). Justin M. L. Stern is a member of Duane Morriss trial practice group and the firms cannabis industry group. Roc Nation works in every aspect of modern entertainment, with recording artists, producers, songwriters, and more. 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. Case law has shown courts willingness tosua sponteconsider the issue of federal illegality in determining whether consideration of the matter is proper. These acquisitions together constitute SCACs The case, Left Coast Ventures, Inc. v. Bills Nursery, Inc. (case no. InKenney v. Helix TCS, the plaintiff sued his employer (Helix), a company that provides security services to businesses in the marijuana industry. 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). This press release may contain forward-looking information within the meaning of applicable securities legislation which reflects SCACs current expectations regarding future events. Subversive Capital will then acquire both Caliva and Left Coast Ventures for $282.9 million and $142.2 million, respectively. 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. 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. DocketDocket Entry: Order of Dismissal; Book/Page: 32576:3524; Event Type: Event; Comments: WITH PREJUDICE Parties: Left Coast Ventures Inc. DocketDocket Entry: Stipulation for Dismissal; Event Type: Event, DocketDocket Entry: Order:; Event Type: Event; Comments: GRANTING RESPONDENT LEFT COAST VENTURES, INC. S MOTION TO ENFORCE SUBPOENAS AND TO COMPEL PRODUCTION OF DOCUMENTS, DocketDocket Entry: Motion for Extension of Time; Event Type: Event; Comments: Parties: Colleen Lynn Smeryage; Plant Life Apothecary LLC; Kohen Elad; Duchman Dovid, DocketDocket Entry: Order:; Event Type: Event; Comments: GRANTING MOTION TO ENFORCE SUBPOENAS AND TO COMPEL PRODUCTION OF DOCUMENTS, DocketDocket Entry: Notice:; Event Type: Event; Comments: RE-DISCOVERY DEADLINE IN WASHINGTON ACTION, HearingHearing Info; Description: Motion Calendar; Hearing Code: MOTCAL; Hearing Time: 9:30AM, DocketDocket Entry: Motion Calendar; Event Type: Hearing; Comments: RESPONDENT'S MOTION FOR STATUS CONFERENCE, DocketDocket Entry: Notice of Hearing-; Event Type: Event; Comments: 05/04/2021, DocketDocket Entry: Response to Motion; Event Type: Event; Comments: TO QUASH FOR PROTECTIVE ORDER REGARDING SUBPOENAS SERVED NON-PARTIES, DocketDocket Entry: Order:; Event Type: Event; Comments: GRANTING VERIFIED MOTION TO APPEAR PRO HAC VICE. 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. Finally, one place to get all the court documents we need. 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. 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. Canaccord Genuity Corp. is serving as financial advisor to SCAC. Berrin Noorata 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. 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. ET AL, GREEN LEAGUE VENTURES LLC ET AL VS PRIVATEER HOLDINGS INC ET. 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. 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. Given this reality, making compliance a pillar of a companys business plan can help mitigate the risk of costly litigation. 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). Kenneys suit argued he should not have been so classified and was owed overtime under the FLSA. 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. Also unique to the realm of trademarks is products for which trademark protection are sought must be lawful under federal law. The Latest SPAC News and Rumors: March 2, 2022. The words will, expects, intends and similar expressions are often intended to identify forward-looking information, although not all forward-looking information contains these identifying words. +1 215 979 1175 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. Why is this public record being published online? However, it does draw some attention for the company at a critical time in its five-year history. 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). 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. Partnership disputes can be particularly contentious in the cannabis industry. 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. 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. For further information, visit rocnation.com. 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. In addition, businesses would be wise to take consumer complaints seriously. They also normally involve novel questions of statutory and constitutional interpretation. InPolk v. Gontmakher, an individual claiming entitlement to an equity share in a marijuana operation sought a court order granting him that equity stake. 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. 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. 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. The Parent Companys Board of Directors is expected to include: - Carol Bartz, former CEO of Yahoo and Autodesk 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. April closed out the month having priced just one SPAC IPO with Ares Acquisition Corp. IIs upsized $450 million offering. 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. Polestars new machine is only a concept and not available for sale. In addition, the Caliva shareholders may receive the following additional consideration post-closing: Pursuant to the terms of the definitive transaction agreement with respect to Left Coast Ventures (the LCV Agreement), SCAC will acquire Left Coast Ventures by merging such entity with and into a newly-formed wholly-owned subsidiary of SCAC, with Left Coast Ventures continuing as the surviving entity and becoming a wholly-owned subsidiary of SCAC (the LCV Transaction). In the legal profession, information is the key to success. Carlos Santana, Left Coast Partner Caliva and Left Coast Ventures expect combined revenues of $185m in 2020 and $334m in 2021. Seth A. Goldberg is a member ofDuane Morriss trial practice group. On 12/14/2020 PLANT LIFE APOTHECARY LLC filed an Other lawsuit against LEFT COAST VENTURES, INC. - Leland Hensch, CEO of SCAC 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. 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.
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