Advisers to the initial public offering (IPO) market are embroiled in a landmark row over who is to blame when the hype fails to deliver.
Investors are suing Dutch internet company World Online because they believe the float prospectus was misleading, causing them to invest in a company that dramatically failed to live up to its promises.
The action is one of the first such cases in recent history. One senior lawyer says: “It’s the first time for a long time that anybody has had a crack at any of the advisers.”
When it floated, World Online was advised by Linklaters & Alliance member De Brauw Blackstone Westbroek on Dutch law, and Freshfields Bruckhaus Deringer on UK and US law. This came after much build-up on the Dutch stock exchange in March.
Goldman Sachs and ABN Amro were advised by Linklaters, Stibbe Simont Monahan Duhot and Dorsey & Whitney on UK, Dutch and US law respectively.
But investors, represented by Dutch white collar crime practice Wladimiroff & Spong Advocaten, are suing the company and ABN Amro after shares plummeted by around 33 per cent after the IPO. The market capitalisation upon float was euro2.9bn (£1.74bn).
World Online has retained De Brauw for the litigation and ABN Amro is using NautaDutilh. Goldman Sachs is not included in the action.
There is currently no indication that the law firms will also find themselves in the firing line. Job van der Have, managing partner of NautaDutilh’s Rotterdam office, says the investors will focus on the banks “because they have deep pockets”.
But one senior lawyer believes the action is a warning for firms, adding: “It’s no longer just a question of showing some due diligence, there is real liability there.”
The prospectus stated that company founder Nina Brink had “transferred” her shares in December 1999 for an unspecified amount. It since emerged that she sold them for considerably less than she could have upon flotation.
But an inside source says: “It is highly likely that the investors never read the prospectus. The authorities certainly do not require the price to be put forward either.”
A civil action has already been filed, although the Amsterdam public prosecutor is still deciding whether to proceed with criminal charges as well.