According to the Company’s FORM 10-Q For the Quarterly Period Ended September 30, 2007, on June 25, 2007, the District Court approved a stipulation and order terminating the proposed settlement. While the Court of Appeals decision does not automatically apply to the case against the Company, the defendants have moved for an order that would apply the decision to all cases, including the consolidated action against the Company. On August 14, 2007, the Plaintiffs filed an amended complaint against all defendants in all actions and have again moved to certify classes in each of the various consolidated actions, including the action against the Company.
As summarized by the same SEC filing, in May and June 2001, certain of the Company’s present directors, along with the Company, certain of its former directors, certain of its present and former officers and its underwriters, were named as defendants in nine class action complaints filed in the United States District Court for the Southern District of New York. The plaintiffs and the putative classes they seek to represent include present and former stockholders of the Company. The complaints generally allege violations of Sections 11 and 12 of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 10b-5 promulgated under the Exchange Act, based on, among other things, the dissemination of statements allegedly containing material misstatements and/or omissions concerning the commissions received by the underwriters of the initial public offering and follow-on public offering of the Company as well as failure to disclose the existence of purported agreements by the underwriters with some of the purchasers in these offerings to buy additional shares of the Company’s stock subsequently in the open market at pre-determined prices above the initial offering prices. The plaintiffs seek for themselves and the alleged class members an award of damages and litigation costs and expenses. The claims in these cases have been consolidated for pre-trial purposes (together with claims against other issuers and underwriters) before one judge in the Southern District of New York federal court. In April 2002, a consolidated, amended complaint was filed against these defendants which generally alleges the same violations and also refers to alleged misstatements or omissions that relate to the recommendations regarding the Company’s stock by analysts employed by the underwriters. In June and July 2002, defendants, including the Company defendants, filed motions to dismiss plaintiffs’ complaints on numerous grounds. The Company’s motion was denied in its entirety in an opinion dated February 19, 2003. In July 2003, a committee of the Company’s Board of Directors approved a proposed settlement with the plaintiffs in this matter, which was preliminarily approved by the District Court overseeing the litigation in February 2005. A final fairness hearing on the settlement was held on April 24, 2006. On December 5, 2006, however, the Second Circuit Court of Appeals reversed the certification of plaintiff classes in six actions related to other issuers that had been designated as test cases with respect to the non-settling defendants in those matters and made other rulings that drew into question the legal viability of the claims in those cases. The Court of Appeals later rejected the plaintiffs’ request that it reconsider that decision.
The complaint alleges that defendants disseminated materially false and misleading statements concerning Internet Capital's initial public offering and secondary offering with regard to the commissions reaped by the underwriter defendants. Particularly, the complaint alleges a failure to inform investors that the underwriters solicited and received additional, excessive and undisclosed commissions from certain investors in exchange for which the underwriters allocated to those investors substantial blocks of the Internet Capital Group, Inc.'s shares issued in connection with the initial public offering. The complaint also alleges that this omission continued through and after the time of the secondary offering of Internet Capital Inc. Group's stock. During the Class Period, Internet Capital stock lost more than 99% of its value with share price dropping to a low of $1.21 after reaching a Class Period high in excess of $200. As a result of this decline in the value of Internet Capital shares, investors have lost, in the aggregate, hundreds of millions of dollars.