Northern District of Illinois

Groupon

Motion Deadline: 
Tuesday, February 19, 2013
Summary: 

On December 21, 2012, Bottini & Bottini, Inc. filed a complaint alleging violations of the federal securities laws by Groupon, Inc. and certain of its officers and/or directors. The class action was filed in the United States District Court for the Northern District of Illinois on behalf of purchasers of Groupon common stock between May 14, 2012 and November 8, 2012 (the “Class Period”).

Company Name:

Stock Symbol:

Date Filed: 
Friday, December 21, 2012
Retention Agreement: 

This Retention Agreement governs the retention of Bottini & Bottini, Inc. (the “Attorneys”) by those institutions or individuals (the “Client”) who have authorized the Attorneys to prosecute claims arising out of their purchase of Groupon's stock.
WHEREAS the Client has authorized the Attorneys to prosecute claims relating to the securities of Groupon (the “Litigation”);
WHEREAS the Litigation entails numerous complex factual and legal issues and entails considerable risk;
WHEREAS the Litigation requires the expenditure of substantial resources by the Attorneys retained to prosecute the Litigation;
WHEREAS the Client seeks to maximize their recovery while limiting the expenditure of their own resources; and
NOW, THEREFORE, the Client and the Attorneys AGREE AS FOLLOWS:
I. SCOPE OF SERVICES/CASE HANDLING
A. Upon execution by Client, Attorneys are retained to provide legal services for the purpose of seeking damages and other relief in the Litigation. Client provides authorization to seek appointment as Lead Plaintiff in the class action, while the Attorneys will seek to be appointed Class Counsel. If this occurs, the Litigation will be prosecuted as a class action.
B. Attorneys are authorized to prosecute the Litigation. The appointed Lead Plaintiffs will monitor, review and participate with counsel in the prosecution of the Litigation. The Attorneys shall consult with the appointed Lead Plaintiffs concerning all major substantive matters related to the Litigation, including, but not limited to, the complaint, dispositive motions and settlement. Because of potential differences of opinion between Clients concerning, among other things, strategy, goals and objectives of the Litigation, the Attorneys shall consult with the appointed Lead Plaintiffs as to the courses of action to pursue. The Client agrees to abide by the decisions of the appointed Lead Plaintiffs, which shall be final and binding on all Clients.
C. The Attorneys shall provide sufficient resources, including attorney time and capital for payment of costs and expenses, to vigorously prosecute the Litigation.
D. Any recovery will be divided among Clients based on the recognized loss by each Client as calculated by a damage allocation plan which will be prepared by a financial expert, provided to the appointed Lead Plaintiffs, be subject to the Court's approval and will account for such factors as size of stock ownership, date of purchase, date of sale and continued holdings, if any.
II. CONTINGENT FEE AGREEMENT
A. The Attorneys shall advance all expenses in the Litigation. The Client is not liable to pay any of the expenses of the Litigation, whether attorneys' fees or costs. Recovery of costs and other expenses is contingent upon a recovery being obtained. If no recovery is obtained, Client will owe nothing for costs and other expenses. In the event that an order is entered awarding costs and expenses in favor of defendants, Attorneys will be responsible for such costs and expenses, not the Client.
B. If there is a recovery in the Litigation, whether by settlement or judgment, the Attorneys shall be compensated via payment of a reasonable percentage of any recovery as approved by the Court, which amount shall include attorneys’ fees plus reasonable disbursements in the Litigation. “Disbursements” shall include, but not be limited to, costs of travel, telephone, copying, fax transmission, depositions, investigators, messengers, mediation expenses, computer research fees, court fees, expert fees, other consultation fees and paralegal expenses. Any recovery in the Litigation shall first be used to reimburse disbursements.
C. In the event that the Litigation is resolved by settlement under terms involving any “in-kind” payment, such as stock, the contingent fee agreement shall apply to such “in-kind” payment.
III. GENERAL REQUIREMENTS
A. This Agreement may not be assigned by the Attorneys.
B. Client agrees to cooperate in the prosecution of the suit including providing documents to substantiate the Client's claim, and to cooperate in providing discovery information, including a deposition if necessary.
C. Client recognizes that the Attorneys are representing other Groupon investors in the Litigation. The Client agrees that any conflicts caused by such representation are waived.
IV. TERMINATION
A. Client may terminate this Agreement as to any Attorneys, with or without cause and without penalty, by providing the Attorneys with written notice of termination. Attorneys may terminate this agreement with or without cause and without penalty, by providing client with written notice of termination if the Client fails to cooperate in the prosecution of this action or such other reason as may be approved upon application to the Court.
B. If the Attorneys are terminated for any reason, Attorneys shall be entitled (a) to be reimbursed, pursuant to §II above, for reasonable out-of-pocket costs and expenses that they incurred, but only if and when recovery is obtained, and (b) to be paid such compensation as might be payable to them in accordance with this Agreement, but only if and to the extent and at the time compensation is payable to the Attorneys from any recovery in the Litigation pursuant to §II above.
V. NOTICE
A. All notices to be given by the parties hereto shall be in writing and served by depositing same in the United States Post Office, postage prepaid and registered as follows:
TO THE CLIENT
The address set out in the Authorization to File Groupon Claim form.
TO ATTORNEYS

Bottini & Bottini, Inc.

7817 Ivanhoe Ave., Suite 102

La Jolla, California 92037

Attention: Francis A. Bottini, Jr.

B. Any actions arising out of this Agreement shall be governed by the laws of California, and shall be brought and maintained in the San Diego Superior Court, which shall have exclusive jurisdiction thereof.
C. This agreement, along with the signed Certification and Authorization of Named Plaintiff, sets forth the entire Agreement between the parties, and supersedes all other oral or written provisions.

Notice of Opportunity: 

On December 21, 2012, Bottini & Bottini, Inc. filed a complaint alleging violations of the federal securities laws by Groupon, Inc. and certain of its officers and/or directors. The class action was filed in the United States District Court for the Northern District of Illinois on behalf of purchasers of Groupon common stock between May 14, 2012 and November 8, 2012 (the “Class Period”).

If you purchased Groupon common stock between May 14, 2012 and November 8, 2012 you may qualify to serve as a lead plaintiff in this action. The deadline to file lead plaintiff motions is February 19, 2013. To inquire about serving as lead plaintiff, please complete the following electronic certification.

join now

Class Period: 
Press Release: 

BOTTINI & BOTTINI, INC. FILES CLASS
ACTION SUIT AGAINST GROUPON, INC.

December 21, 2012 – Bottini & Bottini, Inc. (http://www.bottinilaw.com) today announced that a class action has been commenced in the United States District Court for the Northern District of Illinois on behalf of purchasers of Groupon, Inc. (“Groupon”) (NASDAQ:GRPN) common stock during the period between May 14, 2012 and November 8, 2012 (the “Class Period”).

If you wish to serve as lead plaintiff, you must move the Court no later than February 19, 2013. If you wish to discuss this action or have any questions concerning this notice or your rights or interests, please contact plaintiff’s counsel, Frank Bottini of Bottini & Bottini at 858/914-2001, or via e-mail at fbottini@bottinilaw.com. If you are a member of this class, you can view a copy of the complaint as filed or join this class action online at http://www.bottinilaw.com. Any member of the putative class may move the Court to serve as lead plaintiff through counsel of their choice, or may choose to do nothing and remain an absent class member.

The complaint charges Groupon and certain of its officers and directors with violations of the Securities Exchange Act of 1934. Groupon is a local e-commerce marketplace that connects merchants to consumers by offering goods and services at a discount.

The complaint alleges that during the Class Period, defendants issued materially false and misleading statements regarding the Company’s business and prospects. As a result of defendants’ false statements, Groupon stock traded at artificially inflated prices during the Class Period, reaching a high of $13.05 per share on May 16, 2012.

On November 8, 2012, Groupon issued a press release announcing its third quarter 2012 earnings results, reporting disappointing revenue results for the third quarter and lowered revenue guidance for the fourth quarter of 2012 below analysts’ expectations. In a conference call following the release of Groupon’s third quarter results, defendants acknowledged that the Company’s lower margin Groupon Goods business would be a more significant part of its revenues. As a result of this news, Groupon stock dropped $1.16 per share to close at $2.76 per share on November 9, 2012, a one-day decline of nearly 30% and a decline of 78% from the stock’s Class Period high.

According to the complaint, the true facts, which were known by the defendants but concealed from the investing public during the Class Period, were as follows: (a) much of Groupon’s revenue growth was being derived from its non-core, lower-margin Groupon Goods business; (b) Groupon’s business was not growing to the extent represented by defendants; and (c) Groupon’s revenue mix was shifting in a manner which would lead to lower margins.

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