United States District Court, D. Nevada
MORRIS AKERMAN, Individually and On Behalf of All Others Similarly Situated, Plaintiff,
INUVO, INC., RICHARD HOWE, G. KENT BURNETT, PAUL L. FOSTER, GORDON CAMERON, CHARLES MORGAN, and PATRICK TERRELL, Defendants.
C. WETHERALL, WETHERALL GROUP, LTD., STULL, STULL, &
BRODY, Counsel for Plaintiff.
STULL, & BRODY Aaron Brody, Of Counsel, MCDONALD CARANO
LLP Craig A. Newby, Esq., Rory T. Kay, Esq., Attorney for
Defendants Inuvo, Inc. Richard Howe, G. Kent Burnett, Paul L.
Foster, Gordon Cameron, Charles Morgan, and Patrick Terrell.
STIPULATION OF DISMISSAL AND [PROPOSED]
RICHARD F. BOULWARE, II UNITED STATES DISTRICT JUDGE.
Plaintiff filed the above-captioned action (the
“Action”) challenging the disclosures made in the
Form S-4 Registration Statement (the “Registration
Statement”) filed with the United States Securities and
Exchange Commission (the “SEC”), on or around
December 17, 2018, in connection with the proposed
acquisition of acquisition of Inuvo, Inc.
(“Inuvo”) by ConversionPoint Technologies Inc.
and its subsidiaries (collectively,
“ConversionPoint”), pursuant to an Agreement and
Plan of Merger dated November 2, 2018 (the
the Action asserts claims for violations of Sections 14(a)
and 20(a) of the Securities Exchange Act of 1934 (the
on March 15, 2019, Defendants filed a Form S-4/A Registration
Statement (the “Amended Registration Statement”)
with the SEC in connection with the Transaction;
the Amended Registration Statement includes certain
supplemental disclosures (the “Supplemental
Disclosures”), the omission of which Plaintiff alleges
caused the Registration Statement to contravene the 1934 Act;
Plaintiff believes that the Supplemental Disclosures have
substantially, if not entirely, mooted his claims in the
Action regarding the adequacy of disclosure (the
“Mooted Claims”) and, as a result, Plaintiff
intends to dismiss the Action except, as stipulated below,
with prejudice as to himself, and without prejudice as to the
members of the putative class;
Plaintiff intends to seek an award of attorney's fees and
reimbursement of expenses in connection with the Mooted
Claims (the “Fee and Expense Request”);
Defendants reserve all rights, arguments, and defenses,
including the right to oppose any potential Fee and Expense
no class has been certified in the Action and no motion for
class certification has been filed;
for the avoidance of doubt, no compensation in any form has
passed directly or indirectly to Plaintiff or his attorneys
and no promise, understanding, or agreement to give any such
compensation has been made, nor have the parties had any
discussions concerning the amount of any mootness Fee and
Expense Request or award;
Defendants have denied and continue to deny any wrongdoing
and contend that no claim asserted in the Action was ever
meritorious, and further assert that this Action should have
been dismissed or stayed in deference to the first-filed
action raising ...