Latest SPAC News: Ecarx weighs $4B SPAC merger, road-side assistance firm Urgently in Graf merger talks, and Polestar unveils concept car, Geely-Backed Ecarx Weighs SPAC Merger at $4 Billion Value, Roadside-Assistance Firm Urgently Said in Graf SPAC Merger Talks, Polestar Unveils Concept Car Ahead of $20 Billion Public Debut, Shareholders of Cannabis Co in Jay-Z Empire Can Sue Over de-SPAC Deal, SPAC IPO Terms Tracker: Closing Out April, Project Energy Reimagined (PEGR) Announces LOI, SPAC Lock-Up Expirations to Watch in May 2023. (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 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. Public Records Policy. There have yet to be any real precedent-setting cases to establish the playing field. Over the initial three year term, of the Roc Nation agreement, The Parent Company will pay to SC Branding, LLC the following consideration in SCAC Common Shares: (i) $25 million payable following commencement of the term; (ii) $7.5 million payable in respect of the second year of the term; and (iii) $7.5 million payable in respect of the third year of the term. A lawsuit reveals an uglyand suddenbreakup between J.J. Smith and Tom Scott, who hired Smith as his first employee in 2007. DocketDocket Entry: Notice of Hearing-; Event Type: Event; Comments: ON 02-10-2021 AT 2PM, DocketDocket 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, DocketDocket Entry: Motion for Pro Hac Vice; Event Type: Event, DocketDocket 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, DocketDocket Entry: Complaint; Event Type: Event, DocketDocket Entry: Civil Cover Sheet - Claim Amount; Event Type: Event, U.S. District Courts | Government Benefit | And the best part of all, documents in their CrowdSourced Library are FREE! Green Earth Wellness Ctr. The machine also features a drone onboard that can be launched while driving. This case, like the contract dispute cases discussed above, demonstrates legal obligations may not simply be ignored on the grounds they concern marijuana. U S MERCHANTS FINANCIAL GROUP INC VS TRIMAX CORPORATION ET A. ), Create custom alerts for specific article and case topics and, I took a free trial but didn't get a verification email. Earlier this week, Vice-Chancellor Morgan Zurn refused to dismiss a lawsuit by shareholders of Left Coast Ventures. Consequently, lawsuits may be more challenging for litigants, and thus potentially more disruptive and costly. Whereas patents generally expire after twenty years, trademark protection can last for a potentially unlimited amount of time. Polestar says it willhit public markets next quarter via areverse merger with Gores Guggenheim, Inc (NASDAQ:GGPI). 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. - Brett Cummings as CFO, President of Left Coast Ventures 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 In some cases, having adequate insurance can mean the difference between solvency and bankruptcy. 2:19-CV-00686 | 2019-05-08, Florida Dade Court System | Contract | Cancellation and Refund Policy, Privacy Policy, and 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. The case Law360 provides the intelligence you need to remain an expert and beat the competition. 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. 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. 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). In Left Coast Ventures, Inc. v. Bill's Nursery Inc., et al., No. 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. The privately held company is known to have been acquired last year by Subversive Capital Acquisition. Build a Morning News Digest: Easy, Custom Content, Free! WebFounded Date 2018 Operating Status Active Phone Number (707) 757-7880 Left Coast Ventures is a company specializing in cannabis cultivation, manufacturing, distribution, and brand-building. Explaining a federal court cannot grant a remedy that, in effect, mandates illegal conduct, the court dismissed the complaint. 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 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. If you do not agree with these terms, then do not use our website and/or services. The crux of the case was Helix classified Kenney as an "exempt" employee, meaning he was not eligible for overtime pay. Operating Status Active. Caliva and Left Coast Ventures expect combined revenues of $185m in 2020 and $334m in 2021. The Roc Agreement will be effective as of the consummation of SCACs qualifying transaction and will remain in effect for an initial period of three years, provided that The Parent Company and Roc Nation may elect to extend the term for an additional three years upon terms to be mutually agreed. WebThe plaintiffs, former Left Coast stockholders and optionholders, challenged the fairness of the merger in a March 2021 lawsuit, alleging that defendants Fireman Capital Partners LLC (Fireman Capital), Fireman Capital Partners III, L.P. (Fireman Capital III, and together with Fireman Capital, Fireman), Bassler Co Corp. (Bassler), Crocket (jua) (Entered: 12/06/2019). 2019-12-02, Los Angeles County Superior Courts | Contract | The combined entity has been simply Consumer-oriented product claims arise when product consumption or use allegedly causes some type of injury. WebCounsel information for Left Coast Ventures Inc., EKO Holdings LLC, Brett Cummings, Hugo and Debra Saavedra, and Equitable Transitions Inc. was not immediately available. 2018-07-03, Los Angeles County Superior Courts | Small Claim | UniCourt uses cookies to improve your online experience, for more information please see our Privacy Policy. Pursuant to the terms of the binding heads of terms agreement (the Roc Agreement) with respect to Roc Nation, LLC (Roc Nation), The Parent Company will become Roc Nations Official Cannabis Partner, Roc Nation will provide The Parent Company with special access and rights with respect to Roc Nations roster of artists and athletes and Roc Nation will promote The Parent Companys brand portfolio and provide various services specifically described therein. Often, the suits charge the product was designed or manufactured in such a way that it was unreasonably dangerous to the end-user; sometimes litigants will argue the company failed to warn consumers about some known danger. media@subversivecapital.com, Investor Relations 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. Blake, Cassels & Graydon LLP and Paul Hastings LLP are acting as legal counsel to SCAC. Another truck driver, inDarrow v. Just Brands USA, alleged "JustCBD" watermelon rings caused him to test positive for THC, even though the labels advised "No THC," resulting in his termination. Unfortunately, the maturing cannabis industry appears to be like any other when it comes to this kind of dispute resolution. SCAC undertakes no obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law. 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? Cannabis plants grow in the greenhouse at the MG Health Ltd. growing facility in the South African country of Lesotho. Judge Pechman cited directly to Polk v. Gontmakher, another cannabis contract case that was dismissed earlier this year on similar grounds. 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 Investors and security holders may obtain a copy of the definitive agreements for the Transaction and the prospectus, when filed, under SCACs profile on the SEDAR website at www.sedar.com. Common types of intellectual property (IP)-related disputes involve claims of patent infringement, copyright infringement, and trademark infringement. 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. 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. Pursuant to the terms of the Sisu Agreement, the transaction will be structured as a merger of a newly-formed wholly-owned subsidiary of Left Coast Ventures with and into Sisu, with Sisu continuing as the surviving entity. WebLeft Coast sued Bill's Nursery in July 2019, claiming it had acquired the option to buy the nursery from Privateer once it had become licensed. 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 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. 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. 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. The brands we build will pave a new path forward for a legacy rooted in equity, access, and justice. Case administratively closed - No Initiating Document filed/attached. And the best part of all, documents in their CrowdSourced Library are FREE! 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. TheKIVAcase also demonstrates IP rights in the cannabis industryas in other consumer product marketscan be incredibly valuable. Calivas plant-based solutions serve over 1 million customers and are designed to fit any lifestyle. 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. 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. 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. Eaze argued the case did not belong in court, as the plaintiffwhen she signed up for the appagreed to a mandatory arbitration provision. Stikeman Elliot LLP is acting as legal counsel to Canaccord Genuity Corp. Other suits in this category are based on the defendant companys marketing tactics, even where theyre not (even allegedly) fraudulent or misleading. The Order to Show Cause states that the contract at issue may be unenforceable under the federal Controlled Substances Act (CSA) because it concerns cannabis businesses, and cannabis remains an illegal substance under the CSA. 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. Why is this public record being published online? 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. Dkt. Left Coast Ventures Former Investors. 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. Investor Type. Carlos Santana and Left Coast Ventures announced the development of premium cannabis and CBD brands Wednesday under the guitarist and marijuana advocate's brand. 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. Canaccord Genuity Corp. is serving as financial advisor to SCAC. Subversive Capital will then acquire both Caliva and Left Coast Ventures for $282.9 million and $142.2 million, respectively. SCAC has received private placement commitments of $36.5 million at a price of $10.00 per share issuable immediately prior to, and conditional on, completion of the Transaction (the Private Placement). 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. 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. The court ruled that even though the contracts object was marijuana and the contract was thus void and unenforceable, it had still beenformed. 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. 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. On 12/05/2019 Infinity Global Consulting Group, Inc filed a Contract - Security lawsuit against Left Coast Ventures, Inc. Investor Since. InTapatio Foods, LLC v. Arfarh, Tapatio Foods accused the alleged makers of Tiowaxy THC medicated hot sauce of diluting Tapatios brand name. 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. 2019-05-16, Los Angeles County Superior Courts | Contract | 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. A couple of noteworthy lessons emerge from a review ofPolkandLeft Coast Ventures. 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. PLANT LIFE APOTHECARY LLC ET AL VS LEFT COAST VENTURES, INC. Docket Entry: Order of Dismissal; Event Type: Judgment; Comments: WITH PREJUDICE. 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. JMLStern@duanemorris.com, preparing_resource_draining_lawsuits_civil_litigation_expensive_0420.html. Left Coast claims that Bills Nursery reneged on the agreement and filed suit. On 12/14/2020 PLANT LIFE APOTHECARY LLC filed an Other lawsuit against LEFT COAST VENTURES, INC. 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. As such, this may incentivize cannabis businesses to pursue trademark claims under state law, rather than federal, to avoid the result inKIVA. 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 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. Roc Nation Sports was founded in 2013, bringing the organizations full-service touch to athletes across the NFL, NBA, MLB, and global soccer. 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. 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 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 - Desiree Perez, CEO of ROC NATION 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. These types of proceedings, regulatory in nature, typically involve businesses interfacing with local, state, or federal agencies or administrators. 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. - Leland Hensch, CEO of SCAC Medicinal Marijuana to be Sold in Georgia Starting Friday, The Pros and Cons of Legalizing Marijuana in Minnesota, The Best 4/20 Deals to Shop During the Marijuana Holiday, NJ CRC Board Reverses Decision and Approves Curaleafs Adult Use License Renewals, 7 Eye-Opening Facts About Americans and Marijuana, These cannabis stocks have caught Wall Street analysts attention, Wisconsin Republicans have no interest in legalized recreational cannabis, A new business credit score system is coming to the cannabis investment space. Below is a daily summary of links to the latest SPAC news and rumors gathered across the web. Left Coast Ventures For more information visit caliva.com or follow along on Instagram, @GoCaliva.
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