Legal Proceedings
−Removed: We are a party from time to time to various proceedings in the ordinary course of business.
−Removed: For a description of the Master Settlement Agreement, to which we are a party, refer to Note 2 in our Notes to Consolidated Financial Statements, Summary of Significant Accounting Policies:
−Removed: Risk and Uncertainties.
−Removed: Other than the proceedings mentioned below, there is no material litigation, arbitration or governmental proceeding currently pending against us or any of our officers or directors in their capacity as such, and we and our officers and directors have not been subject to any such proceeding.
−Removed: Other major tobacco companies are defendants in product liability claims.
−Removed: In a number of these cases, the amounts of punitive and compensatory damages sought are significant and could have a material adverse effect on our business and results of operations.
−Removed: The Company is subject to several lawsuits alleging personal injuries resulting from malfunctioning vaporizer devices or consumption of e-liquids and may be subject to claims in the future relating to our other NewGen products.
−Removed: The Company is still evaluating these claims and the potential defenses to them.
−Removed: For example, the Company did not design or manufacture the products at issue;
−Removed: rather, we were merely the distributor.
−Removed: Nonetheless, there can be no assurance that we will prevail in these cases, and they could have a material adverse effect on our business and results of operations.
−Removed: Because of their relative novelty, electronic cigarette and vaporizer product manufacturers and sellers have only recently become subject to litigation.
−Removed: We engaged in discussions and mediation with VMR, which was acquired in 2018.
−Removed: Pursuant to a Distribution and Supply agreement (VMR Agreement), VMR was providing us with V2 e-cigarettes for the exclusive distribution in bricks-and-mortar stores in the United States.
−Removed: Under the terms of the VMR Agreement, in the event of termination following a change in control, the acquirer was required to make a payment to us under a formula designed to provide us with a fair share of the value created by our performance under the VMR Agreement.
−Removed: The discussions have been completed and we received $6.7 million in the second quarter 2019 to settle the issue.
−Removed: Net of legal costs and reserves for anticipated future returns associated with the discontinuance, we recorded a $5.5 million gain in the second quarter, which is recorded as a reduction to selling, general, and administrative expenses.
−Removed: We have several subsidiaries engaged in making, distributing and retailing (online and in bricks-and-mortar) vapor products.
−Removed: As a result of the overall publicity and controversy surrounding the vapor industry generally, many companies have received informational subpoenas from various regulatory bodies and in some jurisdictions regulatory lawsuits have been filed regarding marketing practices and possible underage sales.
−Removed: We expect that our subsidiaries will be subject to some such cases and information requests.
−Removed: In the acquisition of the vapor businesses, we negotiated financial hold-backs, which we expect to be able to use to defray expenses associated with the information production and the cost of defending any such lawsuits.
−Removed: To the extent that litigation becomes necessary, we believe that the subsidiaries have strong factual and legal defenses against claims that they unfairly marketed vapor products.
−Removed: On October 8, 2019, the City of New York filed a complaint against twenty-three companies, including IVG and VaporFi, making various allegations including selling to consumers over the age of 18 but under 21.
−Removed: In response, those subsidiaries have ceased all sales into New York City, which was an immaterial market for those businesses.
−Removed: This proceeding was settled for monetary terms which were not material and certain structural remedies that the subsidiaries deemed acceptable.
−Removed: See Risk Factors—We are subject to significant product liability litigation for additional details.
+Added: For a description of our material pending legal proceedings, please see Contingencies in Note 18 to the Notes to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K, which is incorporated herein by reference.
+Added: Also see ‘Risk Factors—We are subject to significant product liability litigation’ for additional details.
Mine Safety Disclosures
17 unchanged sentences
Purdy holds a Bachelor of Arts from California State University, Chico.
−Removed: Robert Lavan , age 37, joined us as Chief Financial Officer in March 2018 and served as a consultant for us since January 2018.
+Added: Robert Lavan , age 38, joined us as Chief Financial Officer in March 2018.
+Added: Prior to that he had served as a consultant for us since January 2018.
Prior to joining the company, Mr.
2 unchanged sentences
Lavan’s appointment as Chief Financial Officer of General Wireless Operations, Mr.
−Removed: Lavan served as an analyst for Standard General LP, a New York-based investment firm that is the majority shareholder of Standard Diversified Inc.
−Removed: (SDI), TPBs majority shareholder.
+Added: Lavan served as an analyst for Standard General LP, a New York-based investment firm that is a significant shareholder of TPB.
Before that, Mr.
4 unchanged sentences
Lavan holds a Bachelor of Science in engineering from the University of Pennsylvania.
−Removed: Dobbins , age 60, has been our Senior Vice President, General Counsel, and Secretary since June 1999 and has served in various roles in our legal department since joining us in June 1999.
−Removed: Prior to joining us, Mr.
−Removed: Dobbins was in private practice in North Carolina and held various positions in the legal department of Liggett Group, Inc., a major cigarette manufacturer, including, at the time he left that company, Vice President, General Counsel, and Secretary.
−Removed: Dobbins has also practiced as an outside litigation attorney with Webster & Sheffield, a New York law firm, representing a variety of clients including Liggett Group, Inc.
−Removed: Prior to joining Webster & Sheffield, he served as a law clerk to the Honorable J.
−Removed: Daniel Mahoney, U.S.
−Removed: Circuit Judge for the Second Circuit Court of Appeals.
−Removed: Dobbins holds a Bachelor of Arts in mathematics and political science from Drew University and a J.D.
−Removed: from Fordham University School of Law.
+Added: Cushman , age 36, has been our Senior Vice President, General Counsel, and Secretary since November 2020 and has served in various roles in our legal department since joining us in October 2014.
+Added: Prior to joining us, Ms.
+Added: Cushman spent five years at Xcaliber International, Ltd., L.L.C., where she was most recently the General Counsel, responsible for all legal affairs.
+Added: Cushman holds a Bachelor of Science in Business Administration in business management from the University of Tulsa and a J.D.
+Added: from Washington and Lee University School of Law.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.