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