Van Noppen, et al. v. InnerWorkings, Inc., et al.
www.InnerWorkingsClassSettlement.com

Frequently Asked Questions

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1. Why did I get the Notice?

The Court authorized the mailing of the Notice to you because you or someone in your family may have purchased or acquired the common stock of InnerWorkings or options on such common stock during the period from February 15, 2012 through November 6, 2013, inclusive. Receipt of the Notice does not mean that you are a Settlement Class Member. Settlement Class Members have a right to know about the proposed Settlement of this class action lawsuit, and about all of their options, before the Court decides whether to approve the Settlement.

The Court in charge of the Action is the United States District Court for the Northern District of Illinois, Eastern Division, and the case is known as Van Noppen, et al. v. InnerWorkings, Inc., et al., No. 14-01416 (N.D. Ill.). The Action is assigned to the Honorable John Robert Blakey, United States District Judge. The people who have sued are called plaintiffs, and the company and persons they have sued are called defendants. Lead Plaintiff Plymouth County Retirement System represents the Settlement Class. Defendants are InnerWorkings, Eric Belcher and Joseph Busky.

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2. What is this lawsuit about?

InnerWorkings is a leading marketing execution firm that provides global print management and promotional solutions to corporate clients across a wide range of industries. As alleged in Lead Plaintiff's Complaint, the core metric that investors used to assess InnerWorkings' performance was revenue growth. The alleged Class Period statements identified InnerWorkings' enterprise (i.e., large client) business and its M&A strategy as "key pillars" or "engines" of growth. Accordingly, Lead Plaintiff alleges that the ability to fund acquisitions and foster growth was critical to the Company's financial health. During the Class Period, however, Defendants allegedly concealed a serious problem affecting growth: that Productions Graphics, the Company's recent acquisition and main expansion into Europe, could not meet its 2012 targets.

On November 6, 2013, InnerWorkings issued a press release and Form 8-K after the market closed that stated, among other things, that the performance of Productions Graphics in Europe and the restructuring of its Inside Sales division resulted in lower profitability for the quarter. On the Third Quarter 2013 earnings call the same day, Defendants reduced the Company’s guidance and disclosed further details concerning Production Graphics and its business forecast. In response to the November 6, 2013 disclosures, InnerWorkings’ stock price allegedly fell on heavy volume.

On February 27, 2014, this putative class action was filed in the U.S. District Court for the Northern District of Illinois (the "Court"). On May 9, 2014, the Court issued an Order appointing Plymouth as Lead Plaintiff, pursuant to the Private Securities Litigation Reform Act of 1995 ("PSLRA"), and Labaton Sucharow LLP as Lead Counsel and Cohen Milstein Sellers & Toll PLLC as Liaison Counsel to represent the putative class.

On July 28, 2014, Lead Plaintiff filed the operative Amended Class Action Complaint (the "Complaint") asserting claims under Sections 10(b) of the Securities Exchange Act of 1934, 15 U.S.C. §§ 78j(b) (the "Exchange Act") against Defendants and claims under Section 20(a) of the Exchange Act, 15 U.S.C. § 78t(a) against the Individual Defendants. The Complaint alleges, among other things, that Defendants fraudulently concealed that Productions Graphics, a French company and InnerWorkings' recent acquisition and main expansion into Europe, could not meet 2012 targets. The Complaint alleges that Defendants devised a false-invoicing scheme, which was executed by Productions Graphics' former Chief Executive Officer, Christopher Delaune ("Delaune"), wherein Productions Graphics would appear to meet its targets, thus allegedly artificially inflating Company revenues. The Complaint further alleges that Defendants' false or misleading statements and omissions caused the prices of InnerWorkings' common stock and options to be artificially inflated during the Class Period and the prices of InnerWorkings' securities declined when the truth was allegedly disclosed.

The Complaint was based on Lead Counsel's extensive factual investigation, which included, among other things, the review and analysis of: (a) documents filed publicly by the Company with the U.S. Securities and Exchange Commission ("SEC"); (b) publicly available information, including press releases and news articles; (c) research reports issued by financial analysts concerning the Company; and (d) other public statements issued by or concerning the Company and Defendants. In addition, Lead Counsel interviewed approximately 40 former employees of InnerWorkings and other persons with relevant knowledge, such as former officers of Productions Graphics (including Delaune), reviewed documents produced by Defendants, and consulted with an expert on loss causation and damages issues.

On September 29, 2014, Defendants filed a motion to dismiss the Complaint, which Lead Plaintiff opposed on November 14, 2014. On September 30, 2015, the Court issued a Memorandum Opinion and Order granting in part and denying in part, Defendants' motion to dismiss. In particular, the Court denied Defendants' motion with respect to the statements concerning Productions Graphics and InnerWorkings' Class Period financials but granted the motion with respect to allegations concerning the status and prospects for a new telesales project dubbed "Inside Sales," as well as the Company's efforts to integrate its PPM4 data system globally.

On October 7, 2015, the Court held a Status Hearing and stayed all pending deadlines and formal discovery in order to enable the Parties to engage in private mediation to explore the possibility of a negotiated resolution. The Court permitted the Parties to conduct informal discovery to assist in mediation efforts, including the production of core documents by Defendants.

Defendants and Lead Plaintiff engaged Robert A. Meyer, a well-respected mediator, to assist them in exploring a potential resolution of the claims in the Action. On January 5, 2016, the Parties met with Mr. Meyer in an attempt to reach a settlement, however they were unable to do so. Following the mediation, Mr. Meyer continued his efforts to facilitate discussions among the Parties.

On January 20, 2016, Defendants moved to further stay the proceedings pending resolution of civil and criminal proceedings initiated by InnerWorkings in France in which InnerWorkings alleges it was the victim of fraud perpetrated by Delaune, who was a source for allegations in the Complaint. Alternatively, Defendants requested that the case be bifurcated so that merits discovery be stayed pending a determination of Lead Plaintiff's motion for class certification. Lead Plaintiff opposed the motion. On February 25, 2016, following oral argument, the Court denied Defendants' motion to stay but granted the request to bifurcate discovery, allowing discovery only as to class certification adequacy issues to proceed.

As a result of the Parties' ongoing discussions concerning settlement, facilitated by Mr. Meyer, Defendants and Lead Plaintiff ultimately reached an agreement-in-principle to settle the Action on March 18, 2016. On May 25, 2016, the Court entered the Preliminary Approval Order, authorizing that this Notice be sent to potential Settlement Class Members and scheduling the Settlement Hearing.

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3. Why is this a class action?

In a class action, one or more persons or entities (in this case, Lead Plaintiff), sue on behalf of people and entities who have similar claims. Together, these people and entities are a "class," and each is a "class member." Bringing a case as a class action allows the adjudication of many similar claims that might be too small to bring economically as individual actions. One court resolves the issues for all class members at the same time, except for those who excluded themselves, or "opt-out," from the class. In this Action, the Court has appointed Plymouth to serve as Lead Plaintiff and has appointed Labaton Sucharow LLP to serve as Lead Counsel.

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4. How do I know if I am part of the Settlement Class?

The Court has directed, for the purpose of the proposed Settlement, that everyone who fits this description is a Settlement Class Member and subject to the Settlement, unless they are an excluded person (see Question 5 below) or excluded themselves:

All persons and entities that purchased the publicly traded common stock and/or call options, and/or sold the put options, of InnerWorkings, Inc. during the period from February 15, 2012 through November 6, 2013, inclusive, and who were allegedly damaged thereby.

If one of your mutual funds purchased InnerWorkings common stock and/or options during the Class Period, that alone does not make you a Settlement Class Member. You are a Settlement Class Member only if you individually purchased or acquired InnerWorkings common stock and/or options during the Class Period. Check your investment records or contact your broker to see if you have any eligible purchases, acquisitions, or sales.

The Court held the Settlement Hearing on October 13, 2016 and the Court approved the Settlement, approved the Plan of Allocation, and awarded attorney’s fees and expenses on November 2, 2016.

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5. Are there exceptions to being included in the Settlement Class?

Yes. There are some people who are excluded from the Settlement Class by definition. Excluded from the Settlement Class are: (i) the Defendants; (ii) the officers and directors of the Company during the Class Period; (iii) members of the immediate families of the Individual Defendants and the officers and directors of the Company during the Class Period; (iv) Productions Graphics and its officers and directors during the Class Period; (v) any entity in which any Defendant has or had a controlling interest, including but not limited to Productions Graphics; and (vi) the legal representatives, heirs, successors, assigns, and affiliates of any such excluded party. Also excluded from the Settlement Class is anyone who timely and validly seeks exclusion from the Settlement Class.

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6. What if I am still not sure if I am included?

If you are still not sure whether you are included in the Settlement, you can ask for free help. You can contact the Claims Administrator here. Or you can fill out and return the Claim Form described in Question 10, to see if you qualify.

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7. What are the reasons for the Settlement?

The Court did not finally decide in favor of Lead Plaintiff or Defendants. Instead, both sides agreed to a settlement.

Lead Plaintiff and Lead Counsel believe that the claims asserted in the Action have merit. They recognize, however, the expense and length of continued proceedings necessary to pursue the claims through trial and appeals, as well as the difficulties in establishing liability. Lead Plaintiff and Lead Counsel have considered the uncertain outcome and the risk of litigation, especially in complex lawsuits like this one, as well as the difficulties and delays inherent in such litigation. For example, Defendants have raised a number of arguments and defenses (which they would raise at summary judgment and trial) asserting that Defendants did not knowingly make false and misleading statements in violation of the federal securities laws, that Lead Plaintiff would not be able to establish that Defendants acted with the requisite fraudulent intent, that Defendants were equally misled by Delaune, and that Settlement Class Members' losses on their InnerWorkings common stock and options were caused by factors other than the allegedly false and misleading statements and omissions by Defendants. Even assuming Lead Plaintiff could establish liability, Defendants maintained that the class would have difficulty establishing loss causation and damages, particularly given the Court's dismissal of claims concerning Inside Sales and PPM4. Lead Plaintiff would need to disaggregate price reaction related to the dismissed claims in order to establish loss causation and damages. In the absence of a settlement, Defendants likely would have asserted some or all of these arguments in favor of summary judgment, which the Court may have resolved, in whole or in part, in favor of Defendants. Assuming the matter proceeded to trial, the Parties would present factual and expert testimony on each of these issues, and there is risk that the Court or jury would resolve these issues unfavorably against Lead Plaintiff and the Settlement Class. In light of the Settlement and the guaranteed cash recovery to the Settlement Class, Lead Plaintiff and Lead Counsel believe that the proposed Settlement is fair, reasonable and adequate, and in the best interests of the Settlement Class.

Defendants have denied and continue to deny any wrongdoing and deny that they have committed any act or omission giving rise to any liability or violation of law. Defendants deny the allegations that they knowingly, or otherwise, made any material misstatements or omissions; that any member of the Settlement Class has suffered damages; that the prices of InnerWorkings common stock and/or options were artificially inflated (or deflated) by reason of the alleged misrepresentations, omissions or otherwise; or that members of the Settlement Class were harmed by the conduct alleged in the Complaint. Defendants have denied and continue to deny each and every one of the claims alleged on behalf of the Settlement Class and maintain that they have meritorious defenses to all claims alleged in the Complaint. Nonetheless, Defendants have concluded that continuation of the Action would be protracted and expensive, and have taken into account the uncertainty and risks inherent in any litigation, especially a complex case like this Action.

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8. What does the Settlement provide?

In exchange for the Settlement and the release of the Released Claims against the Released Defendant Parties, Defendants have agreed to create a $6,025,000 cash fund, which will earn interest and be distributed, after deduction of Court-approved attorneys' fees and expenses, Notice and Administration Expenses, and any applicable Taxes (the "Net Settlement Fund"), among Settlement Class Members who submit valid Claim Forms and are found by the Court to be entitled to a distribution from the Net Settlement Fund ("Authorized Claimants").

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9. How much will my payment be?

If you are an Authorized Claimant entitled to a payment, your share of the Net Settlement Fund will depend on several things, including for instance, how many Settlement Class Members timely send in valid Claim Forms; the amount of the Net Settlement Fund; the amount of InnerWorkings common stock and options you purchased; the prices and dates of those purchases; and the prices and dates of your sales of InnerWorkings common stock or options.

You can calculate your Recognized Claim using the Plan of Allocation explained below. However, it is unlikely that you will receive a payment for all of your Recognized Claim. See the Plan of Allocation of Net Settlement Fund on pages 9-14 of the Notice.

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10. How can I receive a payment?

To qualify for a payment, you must have submitted a timely and valid Claim Form.

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11. When will I receive my payment?

The Court held the Settlement Hearing on October 13, 2016 and approved the Settlement, Plan of Allocation, and awarded attorney’s fees and expenses on November 2, 2016. Even though the Court approved the Settlement, there may be appeals which can take time to resolve, perhaps more than a year. It also takes a long time for all of the Claim Forms to be accurately reviewed and processed. Please be patient.

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12. What am I giving up to receive a payment or by staying in the Settlement Class?

If you are a member of the Settlement Class, unless you excluded yourself, you will stay in the Settlement Class and that means that upon the "Effective Date" you will release all "Released Claims" against the "Released Defendant Parties."

"Released Claims" means any and all claims and causes of action of every nature and description, including both known claims and Unknown Claims (defined below), whether arising under federal, state, common or foreign law, or any other law, whether class or individual in nature, that Lead Plaintiff or any other Settlement Class Member (i) asserted in the Action; or (ii) could have asserted in the Action, or any other action, or in any forum, that arise from both (a) the purchase of InnerWorkings' publicly traded common stock and/or call options and/or the sale of InnerWorkings' put options by the Settlement Class Member during the Class Period and (b) the facts, matters, allegations, transactions, events, disclosures, representations, statements, acts, or omissions or failures to act that were alleged or that could have been alleged in the Action against the Released Defendant Parties. For the avoidance of doubt, Released Claims do not include (i) claims relating to the enforcement of the Settlement; or (ii) potential claims on behalf of the Company contained in the December 2014 derivative demand letter that the Company received from Tom Turberg.

"Released Defendant Parties" means Defendants, Defendants' Counsel, and each of their respective past or present subsidiaries (including, without limitation Productions Graphics), parents, affiliates, principals, successors and predecessors, assigns, officers, directors, shareholders, trustees, partners, agents, fiduciaries, contractors, employees, attorneys, auditors, insurers; the spouses, members of the immediate families, representatives, and heirs of the Individual Defendants, as well as any trust of which any Individual Defendant is the settlor or which is for the benefit of any of their immediate family members; any firm, trust, corporation, or entity in which any Defendant has a controlling interest; and any of the legal representatives, heirs, successors in interest or assigns of Defendants.

"Unknown Claims" means any and all Released Claims that Lead Plaintiff or any other Settlement Class Member does not know or suspect to exist in his, her, or its favor at the time of the release of the Released Defendant Parties, and any and all Released Defendants' Claims that any Defendant does not know or suspect to exist in his, her, or its favor at the time of the release of the Released Plaintiff Parties, which if known by him, her, or it might have affected his, her, or its decision(s) with respect to the Settlement, including the decision to object to the terms of the Settlement or to exclude himself, herself, or itself from the Settlement Class. With respect to any and all Released Claims and Released Defendants' Claims, the Parties stipulate and agree that, upon the Effective Date, Lead Plaintiff and Defendants shall expressly, and each other Settlement Class Member shall be deemed to have, and by operation of the Judgment or Alternative Judgment shall have, to the fullest extent permitted by law, expressly waived and relinquished any and all provisions, rights and benefits conferred by any law of any state or territory of the United States or foreign law, or principle of common law, which is similar, comparable, or equivalent to Cal. Civ. Code § 1542, which provides:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

Lead Plaintiff, other Settlement Class Members, or Defendants may hereafter discover facts, legal theories, or authorities in addition to or different from those which any of them now knows or believes to be true with respect to the subject matter of the Released Claims and the Released Defendants' Claims, but Lead Plaintiff and Defendants shall expressly, fully, finally, and forever settle and release, and each Settlement Class Member shall be deemed to have settled and released, and upon the Effective Date and by operation of the Judgment or Alternative Judgment shall have settled and released, fully, finally, and forever, any and all Released Claims and Released Defendants' Claims as applicable, without regard to the subsequent discovery or existence of such different or additional facts, legal theories, or authorities. Lead Plaintiff and Defendants acknowledge, and other Settlement Class Members by operation of law shall be deemed to have acknowledged, that the inclusion of "Unknown Claims" in the definition of Released Claims and Released Defendants’ Claims was separately bargained for and was a material element of the Settlement.

The "Effective Date" will occur when an Order entered by the Court approving the Settlement becomes final and is not subject to appeal.

If you remain a member of the Settlement Class, all of the Court's orders, whether favorable or unfavorable, will apply to you and legally bind you.

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14. If I do not exclude myself, can I sue Defendants and the other Released Defendant Parties for the same thing later?

No. Unless you properly excluded yourself, you remain in the Settlement Class and you give up any rights to sue Defendants and the other Released Defendant Parties for any and all Released Claims. If you have a pending lawsuit against the Released Defendant Parties, speak to your lawyer in that case immediately. The exclusion deadline was September 21, 2016.

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15. If I exclude myself, can I get money from the proposed Settlement?

No. If you excluded yourself, do not send in a Claim Form. But, you may exercise any right you may have to sue, continue to sue, or be part of a different lawsuit against Defendants and the other Released Defendant Parties.

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16. Do I have a lawyer in this case?

The Court appointed the law firm of Labaton Sucharow LLP to represent all Settlement Class Members. These lawyers are called Lead Counsel. You will not be separately charged for these lawyers. The Court will determine the amount of attorneys’ fees and expenses, which will be paid from the Settlement Fund. If you want to be represented by your own lawyer, you may hire one at your own expense.

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17. How will the lawyers be paid?

Lead Counsel asked the Court to award, on behalf of all plaintiffs' counsel, attorneys' fees of no more than 30% of the Settlement Fund, which will include any accrued interest. Lead Counsel also sought payment of litigation expenses incurred by plaintiffs' counsel in connection with the Action of no more than $225,000, plus interest on such expenses at the same rate as earned by the Settlement Fund. The Court held the Settlement Hearing on October 13, 2016 and the Court awarded attorney’s fees and expenses on November 2, 2016.

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19. What is the difference between objecting and seeking exclusion?

Objecting is telling the Court that you do not like something about the proposed Settlement, Plan of Allocation, or the Fee and Expense Application. You can still recover money from the Settlement. You can object only if you remain in the Settlement Class. Excluding yourself is telling the Court that you do not want to be part of the Settlement Class. If you exclude yourself, you have no basis to object because the Settlement no longer affects you.

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20. When and where will the Court decide whether to approve the proposed Settlement?

The Court held the Settlement Hearing on October 13, 2016 and the Court approved the Settlement, approved the Plan of Allocation, and awarded attorney’s fees and expenses on November 2, 2016. Even though the Court approved the Settlement, there may be appeals which can take time to resolve, perhaps more than a year. It also takes a long time for all of the Claim Forms to be accurately reviewed and processed. Please be patient.

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21. What happens if I do nothing at all?

If you did nothing and you are a member of the Settlement Class, you will receive no money from this Settlement and you will be precluded from starting a lawsuit, continuing with a lawsuit, or being part of any other lawsuit against Defendants and the other Released Defendant Parties concerning the Released Claims. To share in the Net Settlement Fund, you must have submitted a Claim Form (see Question 10). To start, continue or be a part of any other lawsuit against Defendants and the other Released Defendant Parties concerning the Released Claims in this case, you must have excluded yourself from the Settlement Class (see Question 13).

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22. What are acceptable forms of supporting documentation for my claim?

Each section of the Claim Form must be fully documented to be considered eligible. This includes all purchase transactions, all sales transactions, and those securities held prior to the start of the class period or remaining unsold after the end of the class period. Any documentation provided must include the claimant’s name and address or account number. Appropriate documentation to support your claim includes, trade confirmation slips showing the trade date, quantity, price per security and net amount of the transactions In addition, official monthly, quarterly and/or year-end broker statements provided by your broker listing your transactions that includes: the trade date, quantity and price paid or received for each security. These statements may also be used to support the quantity of securities held after the class period has ended. Spreadsheets, charts, tax forms, handwritten information, and other documentation prepared by the claimant are not considered adequate supporting documentation. Please note that the Claims Administrator, Lead Counsel or the Court reserve the right to request additional information or documentation.

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23. What happens if my claim is filed incorrectly or if I do not provide adequate documentation?

If your claim is deficient in any way, you will receive a Notice of Rejection that outlines the problem(s) with the claim and how to resolve them. Complete the form to the best of your ability. You may add documentation to or update your claim in order to cure the deficiencies.

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24. Is there a cut-off date for deficiency responses?

The letter that was sent to you provided a response due date. However, if you were unable to provide the information or necessary material to fix your claim by that date, but believe you can still provide the information to cure your claim please submit your response as soon as possible. We will do everything we can to update your claim, however, please be advised that there is no guarantee of the acceptance of late responses as all late claim amendments are subject to Counsel approval.

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