Article: $300M Stock Manipulation Suit Goes Forward

Article - Media, Publications

$300M Stock Manipulation Suit Goes Forward

Mark Hamblett, 30 July 2002

Internet Law Library Inc.’s allegation that it was the victim of “death spiral financing” by defendants who have a long history of stock manipulation states a claim under federal securities laws and will not be dismissed, a federal judge in New York has ruled.

Judge Robert L. Carter for the Southern District of New York rejected motions to dismiss brought by Southridge Capital Management and Cootes Drive LLC, which deny their agents violated a promise to refrain from short-selling shares of Internet Law Library immediately after agreeing to provide $28 million in financing.

Internet Law Library, now known as ITIS Inc. (OTC BB:ITII.OB – News), owns Internet sites specializing in legal research and litigation support services.

The company claims that, in spring 2000, it negotiated with Southridge for capital of up to $28 million, consisting of a $25 million equity line agreement and a $3 million convertible preferred stock purchase that ultimately triggered the lawsuit, Internet Law Library v. Southridge Capital Management, 01 Civ. 6600.

The company alleged that Southridge and its agents, Steve Hicks, Dan Pickett and Christy Constabile, promised to refrain from selling ITIS stock for one year after the closing, and also promised not to manipulate the stock to depress its price.

ITIS Chief Executive Hunter M.A. Carr repeatedly asked Southridge and its agents about his concern on short-selling, and was told several times that Southridge would not engage in the practice. Carr claimed he relied on these representations when he signed the stock purchase agreement on May 11, 2000, with Cootes Drive, a company that replaced Southridge as a signatory at the last minute.
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Article: Internet Law Library, Inc. v. Southridge Capital Management, LLC

Article - Media, Publications

Internet Law Library, Inc. v. Southridge Capital Management, LLC

Smarter Legal Research, 02 February 2002

On January 12, 2001, Internet Law brought suit against Cootes Drive in the Southern District of Texas (the ” Internet Law action” ), the subject of which is a series of agreements including a Stock Purchase Agreement entered into by Cootes Drive with Internet Law and in which Cootes Drive agreed to provide capital to Internet Law through two vehicles, a $3 million convertible preferred stock purchase and a $25 million equity line agreement. The Stock Purchase Agreement specified New York as the exclusive forum for all litigation between the parties.

The gravamen of the complaint, later amended on February 12, 2001, was that Cootes Drive engaged in short-selling and market manipulation of Internet Law’s stock, artificially depressing the price of the stock to a level at which Cootes Drive would no longer be required to provide funding under the equity line pursuant to a provision in the Stock Purchase Agreement that conditioned funding on Internet Law’s stock trading above a specific price. As such, Internet Law alleges that Cootes Drive committed, inter alia, violations of securities laws, both federal and state, common law fraud and fraud in the inducement, and unlawful conspiracy. Continue reading “Article: Internet Law Library, Inc. v. Southridge Capital Management, LLC”