3 unchanged sentences
On February 25, 2019, Dr.
−Removed: Mark Schneyer (“ Schneyer ”) filed a lawsuit in Minnesota District Court, Fourth District, on his own behalf and, derivatively, on behalf of Dorchester Capital, LLC, naming Vireo U.S., Dorchester Management, LLC (“ Dorchester Management ”), and Dorchester Capital, LLC (“ Capital ”), as defendants.
−Removed: Dorchester Management is an affiliated entity to Vireo Health, Inc.
−Removed: (“ Vireo U.S.
−Removed: ”) and was previously used as a management company over Capital.
−Removed: It no longer has active operations following Vireo U.S.’s acquisition of MaryMed, LLC (“ MaryMed ”) in 2017.
−Removed: It is owned and controlled by Kyle Kingsley and Amber Shimpa, executive officers and directors of the Company.
+Added: Mark Schneyer (“ Schneyer ”) filed a lawsuit in Minnesota District Court, Fourth District (the “ Court ”), on his own behalf and, derivatively, on behalf of Dorchester Capital, LLC, naming Vireo U.S., Dorchester Management, LLC (“ Dorchester Management ”), and Dorchester Capital, LLC (“ Capital ”), as defendants.
The essence of the claims made by Schneyer is Vireo U.S.
−Removed: paid an inadequate price for MaryMed, which it purchased it from Capital in 2018, and that the consideration given – shares of preferred stock in Vireo U.S.
+Added: paid an inadequate price for MaryMed, LLC (“ MaryMed ”), which it purchased it from Capital in 2018, and that the consideration given – shares of preferred stock in Vireo U.S.
– was distributed inappropriately by Capital at the direction of Dorchester Management (the managing member of Capital).
Schneyer, who is a Class B member of Capital, is seeking unspecified damages in excess of $50,000 and other relief.
+Added: Dorchester Management, LLC is an affiliated entity to Vireo U.S.
+Added: and was previously used as a management company over Dorchester Capital, LLC.
+Added: It no longer has active operations following Vireo Health, Inc.’s acquisition of MaryMed, LLC in 2017.
+Added: It is owned and controlled by Kyle E.
+Added: Kingsley and Amber H.
+Added: Shimpa, executive officers and directors of Vireo U.S.
Simultaneously with the complaint, Schneyer filed a motion seeking a temporary restraining order (“ TRO ”) to prevent the “further transfer” of MaryMed which would, Schneyer claimed, occur if Vireo U.S.’s RTO transactions were allowed to occur.
2 unchanged sentences
for the purchase of MaryMed and assess any potential claims Capital may have as a result of the transaction.
−Removed: The SLC, a retired judge who engaged another retired judge as legal counsel to the SLC, was appointed in accordance with Minnesota law, issued a report in May, 2021, recommending, among other things, that certain claims be permitted to proceed and other claims not be permitted to proceed by the court.
−Removed: As of May 6, 2021, the court has not yet issued a determination regarding any of the matters contained in the SLC’s report.
−Removed: We have filed motions to dismiss the complaint and to stay the proceedings.
−Removed: The motion to dismiss has not yet been decided and the motion to stay was granted on November 23, 2019, pending the outcome of the SLC process.
−Removed: We believe that Schneyer’s claims lack merit and expect to prevail in the litigation, if and when it proceeds.
−Removed: However, should we not ultimately prevail, it is not possible to estimate the amount or range of potential loss, if any.
+Added: The SLC, a retired judge who engaged another retired judge as legal counsel to the SLC, was appointed in accordance with Minnesota law, issued a report on May 1, 2021, recommending, among other things, that certain claims be permitted to proceed (the “ Remaining Derivative Claims ”) and other claims not be permitted to proceed by the Court (the “ Rejected Derivative Claims ”).
+Added: On July 7, 2021, Schneyer filed a Second Amended Complaint asserting direct claims on behalf of himself and the Remaining Derivative Claims on behalf of Capital and some Rejected Derivative Claims on behalf of Capital.
+Added: Under Delaware law, Capital has a right to control the litigation of the Remaining Derivative Claims, the Rejected Derivative Claims, and any other derivative allegations that may be asserted on behalf of Capital.
+Added: On August 17, 2021, Management exercised this right for Capital and appointed a second independent special litigation committee (the “ Second SLC ”), a partner at an international law firm, to manage the litigation of the claims raised in Schneyer’s Second Amended Complaint.
+Added: On August 31, 2021, Capital filed a complaint at the Second SLC’s direction alleging the Remaining Derivative Claims and the Rejected Derivative Claims.
+Added: Schneyer opposed the appointment of the Second SLC and the Court will rule on whether the Second SLC can pursue Second Amended Complaint.
+Added: On December 9, 2021, the Court dismissed Schneyer’s claim for rescissory damages and the Remaining Derivative Claim alleging fraud.
+Added: The Court also ruled that the Remaining Derivative Claims should be pursued by the Second SLC.
+Added: Finally, the Court also denied Schneyer’s request to seek punitive damages.
+Added: On February 22, 2022, the Minnesota Court of Appeals denied the immediate review of the December 9, 2021 order.
+Added: Following this denial, the litigation will proceed with Schneyer’s three contract claims and a direct fraud claim against Management and Vireo U.S., as well as the Remaining Derivative Claims brought by Capital.
+Added: filed a motion to dismiss the Remaining Derivative Claims brought by Capital that remains pending before the Court.
+Added: believes that Schneyer’s claims lack merit and expects to be vindicated in the SLC process or, in the alternative, prevail in the litigation, if and when it proceeds.
+Added: However, should Vireo U.S.
+Added: not ultimately prevail, it is not possible to estimate the amount or range of potential loss, if any.
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.