left coast ventures lawsuit
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 SCAC has filed today an investor presentation which describes in more detail the proposed business of The Parent Company. 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. Cooley LLP and Cassels Brock & Blackwell LLP are acting as legal counsel to Left Coast Ventures. 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. The machine also features a drone onboard that can be launched while driving. Roc Nation, founded in 2008 by JAY-Z, has grown into the worlds preeminent entertainment company. 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. 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). Please see our Privacy Policy. Caliva and Left Coast Ventures expect combined pro forma revenues of $185 million in 2020 and $334 million in 2021. The case Finally, one place to get all the court documents we need. 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. Left Coast Ventures - Crunchbase Investor Profile & Investments View contact profiles from Left Coast Ventures Popular Searches Left Coast Seth A. Goldberg DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations. 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. 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 2017-11-14, Los Angeles County Superior Courts | Labor | Cannabis plants grow in the greenhouse at the MG Health Ltd. growing facility in the South African country of Lesotho. 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. The presentation is available under SCACs profile on www.sedar.com as well as their website www.subversivecapital.com. 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. 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 | They also normally involve novel questions of statutory and constitutional interpretation. Frequently, the consumer (either alone or on behalf of a purported "class" of injured individuals) will claim the product suffers from some type of "defect." 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. Not surprisingly, commercial contract disputes represent a substantial portion of civil litigation in this country. The court agreed. Left Coast Ventures WebThey have been selected based on multiple factors including the salience of the alleged abuse, the relevance and nature of the litigation strategy, and the potential for setting +1 215 979 1175 Under the terms of the LCV Agreement, upon closing of the LCV Transaction the Left Coast Ventures shareholders will receive aggregate consideration of approximately $142.2 million (subject to certain adjustments and holdbacks) less the Sisu Consideration (as defined below). LEFT COAST VENTURES However, one of these appears to be facing an upcoming lawsuit according to a decision made by a Delaware court. This press release may contain forward-looking information within the meaning of applicable securities legislation which reflects SCACs current expectations regarding future events. 2019-05-16, Los Angeles County Superior Courts | Contract | Plaintiffs have successfully alleged [that] an improper side transaction intertwined with the merger rendered the merger itself unfair, Zurn wrote. 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. 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.". 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. 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. Subversive Capital Acquisition Corp., the Largest Case administratively closed - No Initiating Document filed/attached. These acquisitions together constitute SCACs For more information visit caliva.com or follow along on Instagram, @GoCaliva. 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. Justin M. L. Stern is a member of Duane Morriss trial practice group and the firms cannabis industry group. Left Coast Ventures | LinkedIn SAGoldberg@duanemorris.com, Justin M. L. Stern 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. Please see full Article below for more information. First, cannabis operators (cultivators, manufacturers, distributors, and retailers) and ancillary businesses who cater to them should take quality control (QC) seriously. 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. 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. For further information, visit rocnation.com. Eaze argued the case did not belong in court, as the plaintiffwhen she signed up for the appagreed to a mandatory arbitration provision. 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. Lists Featuring This Company West Coast Acquired Companies With More Than 50 Employees A transaction features a potential PIPE, and could value the combined entity at more than $700 million. Founded by Michael Auerbach and led by Chief Executive Officer, Leland Hensch, SCAC is dedicated to investing in radical companies whose core missions subvert the status quo. 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). Dkt. Generally, the longstanding Erie doctrine provides that federal courts follow state substantive law, so contract issues are dictated by state law. Carlos Santana, Left Coast Partner 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. 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. 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). First, in drafting partnership agreements (and, as discussed above, commercial contracts more generally), parties may want to carefully specify approved methods of dispute resolution and the governing choice of law or venue; in addition, they may want to require that all parties waive the right to invoke certain bases for dismissalincluding the current treatment of marijuana under federal law. C19-1297 MJP, 2019 U.S. Dist. KIVA Health moved to dismiss the counterclaims, arguing KBIs manufacture and sale of federally unlawful products rendered it unable to maintain the claims. While the defendant argued that the court could not enforce the contract because marijuana is illegal, the plaintiff argued, among other things, that deciding the case would entail simply enforcing a routine contract and public policy favors enforcement of contractual agreements. Calivas plant-based solutions serve over 1 million customers and are designed to fit any lifestyle. These cases and others like them present several takeaways. 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. Left Coast Ventures 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. 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. On 12/14/2020 PLANT LIFE APOTHECARY LLC filed an Other lawsuit against LEFT COAST VENTURES, INC. Additionally, while the decisions of one federal district court certainly do not amount to precedent, the type of remedies sought appears to matter. Another trademark case recently decided in federal court further illustrates the branding complications posed by the treatment of marijuana under federal law. In the world of civil litigation involving the very young cannabis industry, the laws are still developing, so there are unknowns. 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. About Subversive Capital Acquisition Corp. Subversive Capital Acquisition Corp. (SCAC) is a special purpose acquisition corporation incorporated under the laws of the Province of British Columbia for the purpose of effecting, directly or indirectly, a qualifying transaction within a specified period of time. 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. To ensure the most secure and best overall experience on our website we recommend the latest versions of, Internet Explorer is no longer supported. They say, "you dont know what you dont know." One significant case shines a light on the intersection of federal employment law and business illegal under federal law. Left Coast Ventures, Inc. v. Brightstar, LLC - casetext.com 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. 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. 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. VS HUGO SAAVEDRA, ET AL. Subversive subsequently joined forces with Jay-Z to bring to life The Parent Co, which bills itself as Californias premier cannabis business. Case administratively closed - No Initiating Document filed/attached. 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. mg Magazine. 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. Berrin Noorata 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 DAVID N. OSEGUEDA, ET AL. InPolk v. Gontmakher, an individual claiming entitlement to an equity share in a marijuana operation sought a court order granting him that equity stake. Such risks and uncertainties include, but are not limited to: failure to complete the Transaction or the Private Placement, inability to obtain requisite regulatory or shareholder approvals, changes in general economic, business and political conditions, changes in applicable laws, the U.S. and Canadian regulatory landscapes and enforcement related to cannabis, changes in public opinion and perception of the cannabis industry, reliance on the expertise and judgment of senior management, as well as the factors discussed under the heading Risk Factors in the Investor Presentation dated November 24, 2020 which is available on SEDAR at www.sedar.com. Investors in the private placement commitments received to date include Fireman Capital Partners, Tuatara Capital, and Subversive Capital, the largest investors in Caliva and Left Coast Ventures, as well as Roc Nation artists Rihanna, Yo Gotti, and Meek Mill. 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. Given this reality, making compliance a pillar of a companys business plan can help mitigate the risk of costly litigation. As such, the case was sent back to state court. Participating Rounds. LLC v. Atain Specialty Insurance Co.concerned enforcement of an insurance contract where the insured product was marijuana. Depending on who initiates the action, the outcome may be removing (or securing) a permit suspension, nullifying (or imposing) a fine, or obtaining (or withholding) government approval. 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. 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. 2:19-cv-00686-RSM Plaintiff-Appellant, MEMORANDUM* v. BRIGHTSTAR, LLC, a limited liability company ), Create custom alerts for specific article and case topics and, I took a free trial but didn't get a verification email. 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. TokingTimes 2023 All rights reserved. Already a subscriber? Founded in 2015, Calivas industry advantage comes from its vertical integration and direct-to-consumer platform. Seth A. Goldberg is a member ofDuane Morriss trial practice group. 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. U.S. COURT OF APPEALS 19-35952 D.C. No. Cannabis laws vary from state to state. 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)]." 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. Log in to keep reading or access research tools. In some cases, having adequate insurance can mean the difference between solvency and bankruptcy. Law360 provides the intelligence you need to remain an expert and beat the competition. Canaccord Genuity Corp. is serving as financial advisor to SCAC. Cummings & Lockwood LLC, Reed Smith LLP and Aird & Berlis LLP are acting as legal counsel to Shawn (JAY-Z) Carter and his affiliate entities. Consumer claims are common in all consumer-products industriesparticularly the pharmaceutical, tobacco, and automotive industries. The Parent Companys Board of Directors is expected to include: - Carol Bartz, former CEO of Yahoo and Autodesk On Monday, Vice Chancellor Morgan Zurn refused to dismiss alawsuit by shareholders of Left Coast Ventures Inc, a privately-held cannabis company that was acquired in 2021 by Subversive Capital Acquisition Corp. Subversive subsequently partnered with entrepreneur Shawn Carter, better known as Jay-Z, to form The Parent Co, which bills itself as Californias leading cannabis business. Finally, one place to get all the court documents we need. 2018-07-03, Los Angeles County Superior Courts | Small Claim | Pursuant to the applicable rules, SCAC will file with the Canadian securities regulatory authorities of each of the provinces and territories of Canada, except Quebec, a non-offering prospectus containing disclosure regarding the Transaction and The Parent Company assuming completion of the Transaction. 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. 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. San Francisco Bay Area General Counsel, VP Legal Left Coast Ventures Dec 2019 - Jan 2021 1 year 2 months. 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. U S MERCHANTS FINANCIAL GROUP INC VS TRIMAX CORPORATION ET A. In fact, his Wash. Dec. 6, 2019), the United States District Court 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? In Left Coast Ventures, Inc. v. Bill's Nursery Inc., et al., No. Later, allegedly, he was fired because a drug test detected THC in his system. Under the terms of the Sisu Agreement, upon closing of the Sisu Transaction the Sisu members will receive aggregate consideration of approximately $76.3 million of consideration (subject to certain adjustments and holdback, the Sisu Consideration). These types of proceedings, regulatory in nature, typically involve businesses interfacing with local, state, or federal agencies or administrators. 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. In addition, given the increasing prevalence of ADA lawsuits brought against cannabis companies, businesses need to keep in mind they are subject to the laws and regulations generally applicable to businesses regardless of industry. 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 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. Password (at least 8 characters required). Public Records Policy. PLANT LIFE APOTHECARY LLC ET AL VS LEFT COAST VENTURES, INC. Docket Entry: Order of Dismissal; Event Type: Judgment; Comments: WITH PREJUDICE. 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. 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). The privately held company is known to have been acquired last year by Subversive Capital Acquisition. In addition, businesses would be wise to take consumer complaints seriously. No further entries will be made on this case. J&J agrees to pay about $1 billion to resolve hip implant lawsuits - Desiree Perez, CEO of ROC NATION +1 561 962 2107 The Latest SPAC News and Rumors: March 2, 2022 - SPACInsider This case was filed in U.S. District Courts, By Seth A. Goldberg and Justin M. L. Stern 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. (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 The crux of the case was Helix classified Kenney as an "exempt" employee, meaning he was not eligible for overtime pay. 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. For instance, inEllis v. RK Endeavor, a truck driver claimed he purchased a bottle of CBD oil that, unbeknownst to him, actually contained THC. Based on sources and uses of capital, SCAC will have sufficient cash to satisfy the Transaction's closing conditions.
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