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Copyright (c) 2001
Stanford Law School


Ventro Corporation
Summary: On April 18, 2007, the Court entered the Mandate of the U.S. Court of Appeals affirming the Judgment of the District Court.

According to the docket posted, on March 29, 2005, the Court entered the Orders granting the motion for award of attorney fees and reimbursement of expenses and the motion for approval of the class action settlement and the plan of allocation of the settlement. That day, the Court further entered the Final Judgment and Order of Dismissal with Prejudice, signed by U.S. District Judge Saundra B. Armstrong. On April 28, 2005, the Objector Thorp Family filed a notice of appeal from the District Court decision dismissing the case. That appeal is currently pending in the U.S. Court of Appeals for the Ninth Circuit.

By the Notice of Pendency and Proposed Settlement of Class Action dated January 3, 2005, a settlement hearing will be held on March 29, 2005. The purpose of the Settlement Hearing will be to determine: (1) whether the settlement consisting of $6.935 million in cash should be approved as fair, reasonable and adequate to the Settling Parties; (2) whether the proposed plan to distribute the settlement proceeds (the “Plan of Allocation”) is fair, reasonable, and adequate; (3) whether the application by Co-Lead Counsel for an award of attorneys’ fees and reimbursement of expenses should be approved; and (4) whether the Litigation should be dismissed with prejudice.

As previously disclosed by the Company’s FORM 10-Q for the quarterly period ended September 30, 2004, starting in March 2001, several lawsuits were filed in United States District Court for the Northern District of California against the Company and certain of its officers and directors on behalf of putative classes of persons who purchased the Company’s securities during time periods from December 1999 through December 6, 2000. One of the lawsuits also names as a defendant the underwriters for the Company’s offering of convertible notes. The lawsuits generally allege that the Company and certain individuals violated the federal securities laws by making false and misleading statements during 2000, including in the Company’s registration statement for its convertible notes offering. These lawsuits were consolidated as In re Ventro Corp. Sec. Litig., Master File No. Civ. 01-1287 SBA, and a consolidated complaint was filed. Following several motions to dismiss and the filing of amended complaints, the Court set a trial date for January 20, 2005 with respect to the issues remaining in the case, and discovery commenced. The parties have reached an agreement in principle to settle the securities action together with the settlement of the related derivative action. The Company’s portion of the settlement would be funded by insurance.

The original complaint alleges that the company and certain of its officers violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5. During the class period, Ventro built and operated platforms for vertical business-to-business (B2B) e-commerce marketplace companies. The complaint also alleges that by 12/99, defendants knew that Ventro's existing business model did not work. But, the complaint alleges the defendants continued to make positive but false statements about Ventro's business and future revenues. Consequently, Ventro's stock traded as high as $243-1/2 per share during the class period. On 12/06/2000, Ventro announced a restructuring in which it would close down two out of three of its main B2B marketplaces. In early 2001, it was revealed that Ventro's CEO and the other defendants realized by 12/1999 that Ventro's business model of independent marketplaces did not make sense and it was revealed that even Ventro'' partners were not satisfied with Ventro's technology for operating the marketplaces. By this time, Ventro's stock had declined to less than $2.00 per share. Defendants' misconduct wiped out over $4 billion in market capitalization as Ventro stock has fallen about 99% from its class period high of over $243 per share.

INDUSTRY CLASSIFICATION:
SIC Code: 5160
Sector: Basic Materials
Industry: Chemicals - Plastics & Rubber


COMPANY/ISSUER NAME: Ventro Corporation
COMPANY/ISSUER TICKER: VNTR
COMPANY WEBSITE: http://www.ventro.com

FIRST IDENTIFIED COMPLAINT IN THE DATABASE
David Miller, et al. v. Ventro Corporation, et al.
 COURT: N.D. California  DOCKET NUMBER: 01-CV-1287
 JUDGE NAME: Hon. Saundra B. Armstrong
 DATE FILED: 03/30/2001  SOURCE: Business Wires
 CLASS PERIOD START: 02/15/2000  CLASS PERIOD END: 12/06/2000
 TYPE OF COMPLAINT: Complaint (Unamended and Unconsolidated)
 PLAINTIFF FIRMS NAMED IN COMPLAINT:
  • Allan R. Freedman
      888 7th Avenue, 44th Floor, New York, NY, 10106-4499enu
       (voice) 212.765.9528, (fax) ,
  • Bernstein Liebhard & Lifshitz LLP (New York, NY)
      10 E. 40th Street, 22nd Floor, New York, NY, 10016
       (voice) 800.217.1522, (fax) , info@bernlieb.com
  • Cauley, Geller, Bowman, Coates & Rudman LLP (San Diego, CA)
      225 Broadway, Suite 1900, San Diego, CA, 92010
       (voice) 619.702.7350, (fax) 619.702.7351,
  • Dyer & Shuman, LLP
      801 East 17th Avenue, Denver, CO, 80218-1417
       (voice) 303.861.3003, (fax) 800.711.6483, info@dyershuman.com
  • Lovell Stewart Halebian LLP
      500 Fifth Avenue, New York, NY, 10110
       (voice) 212.608.1900, (fax) 212.719.4677, info@lshllp.com
  • Milberg Weiss Bershad Hynes & Lerach LLP (S.F., CA)
      100 Pine Street - Suite 2600, San Francisco, CA, 94111
       (voice) 415.288.4545, (fax) 415.288.4534,
  • Savett Frutkin Podell & Ryan, P.C.
      , Philadelphia, PA,
       (voice) 800.993.3233, (fax) , sfprpc@op.net
    _____________________________________________
     TOTAL NUMBER OF PLAINTIFF FIRMS:  7

  •  DOCUMENTS FOR THE FIRST IDENTIFIED COMPLAINT
    Complaint for Violation of Federal Securities Laws
    Type: Complaint Date on the document: 03/30/2001
    Menghini Plaintiffs' Opposition To Motion To Appoint John Houx As Lead Plaintiff In Bond Actions
    Type: Other Date on the document: 09/04/2001
    Menghini Group's Consolidated Reply To Plaintiff John Houx's: (1) Opposition To Motion To Consolidate; And (2) Opposition To Motion To Appoint Lead Plaintiffs
    Type: Other Date on the document: 09/12/2001
    Joint Case Management Statement And [Proposed] Order
    Type: Other Date on the document: 09/17/2001
    Declaration Of John K. Grant In Support Of Menghini Group's Supplemental Filing In Support Of Motion For Consolidation And For Appointment Of Lead Plaintiff
    Type: Declaration Date on the document: 10/05/2001
    Menghini Group's Supplemental Filing In Support Of Motion For Consolidation And For Appointment Of Lead Plaintiff
    Type: Other Date on the document: 10/05/2001
    Submission Of Declaration Of Laura Porcelli Menghini In Support Of Supplemental Filing In Support Of Motion For Consolidation And For Appointment Of Lead Plaintiff
    Type: Declaration Date on the document: 10/09/2001

    REFERENCE COMPLAINT
    In Re: Ventro Corporation Securities Litigation
     COURT: N.D. California  DOCKET NUMBER: 01-CV-1287
     JUDGE NAME: Hon. Saundra B. Armstrong
     DATE FILED: 11/26/2003  SOURCE: Business Wires
     CLASS PERIOD START: 02/15/2000  CLASS PERIOD END: 12/06/2000
     TYPE OF COMPLAINT: Third Amended
     PLAINTIFF FIRMS NAMED IN COMPLAINT:
  • Lerach Coughlin Stoia Geller Rudman & Robbins LLP (San Diego)
      401 B Street, Suite 1700, San Diego, CA, 92101
       (voice) 206.749.5544, (fax) 206.749.9978, info@lerachlaw.com
  • Milberg Weiss Bershad Hynes & Lerach LLP (San Diego, CA)
      600 West Broadway, 1800 One America Plaza, San Diego, CA, 92101
       (voice) 800.449.4900, (fax) , support@milberg.com
  • Wolf Haldenstein Adler Freeman & Herz LLP (New York)
      270 Madison Avenue, New York, NY, 10016
       (voice) 212.545.4600, (fax) 212.686.0114, newyork@whafh.com
    _____________________________________________
     TOTAL NUMBER OF PLAINTIFF FIRMS:  3

  •  DOCUMENTS FOR THE REFERENCE COMPLAINT
    Consolidated Complaint For Violation Of The Federal Securities Laws
    Type: Complaint Date on the document: 05/17/2002
    Second Amended Complaint For Violation Of The Federal Securities Laws
    Type: Complaint Date on the document: 05/15/2003
    Third Amended Complaint For Violation Of The Federal Securities Laws
    Type: Complaint Date on the document: 11/26/2003
    Notice Of Pendency And Proposed Settlement Of Class Action
    Type: Notice Date on the document: 01/03/2005
    Proof of Claim and Release
    Type: Other Date on the document: 01/03/2005
    U.S. District Court Civil Docket
    Type: Docket Date on the document: 09/19/2005
    U.S. District Court Civil Docket
    Type: Docket Date on the document: 4/19/2007

     OTHER DOCUMENTS
    Complaint for Violation of the Federal Securities Laws
    Case Name and/or Number: Madison Trading, Inc. and Pludo, et al. v. Ventro Corporation, et al.
    Type: Complaint Date on the document: 04/03/2001
    Complaint for Violation of the Federal Securities Laws
    Case Name and/or Number: Schlesinger and Albstein, et al. v. Ventro Corporation, et al.
    Type: Complaint Date on the document: 04/05/2001
    Class Action Complaint for Violation of the Federal Securities Laws - Demand for Jury Trial
    Case Name and/or Number: Sagerquist, et al. v. Ventro Corporation, et al.
    Type: Complaint Date on the document: 04/12/2001
    Complaint for Violation of the Federal Securities Laws
    Case Name and/or Number: Criswell, et al. v. Ventro Corporation, et al.
    Type: Complaint Date on the document: 04/30/2001
    Complaint for Violation of the Federal Securities Laws
    Case Name and/or Number: Kenna, et al. v. Ventro Corporation, et al.
    Type: Complaint Date on the document: 05/08/2001
    Complaint for Violation of the Federal Securities Laws
    Case Name and/or Number: Zhang and Qi, et al. v. Ventro Corporation, et al.
    Type: Complaint Date on the document: 05/17/2001
    Complaint for Violation of the Federal Securities Laws
    Case Name and/or Number: Williams, et al. v. Ventro Corporation, et al.
    Type: Complaint Date on the document: 05/18/2001
    Complaint for Violation of Federal Securities Laws
    Case Name and/or Number: Fruchter, et al. v. Ventro Corporation, et al.
    Type: Complaint Date on the document: 05/22/2001
    Judgment
    Case Name and/or Number: In Re: Ventro Corporation Securities Litigation
    Type: Other Date on the document: 04/18/2007

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