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Lawsuit alleges ex-Overstock CEO manipulated stock price before liquidating

Overstock warehouse in Salt Lake City on Wednesday, Nov. 25, 2009. Chen Wang, Deseret News

MIDVALE — An Overstock.com investor is suing the company and two former executives claiming investors were misled and information was concealed to “artificially inflate the price” of the company’s stock amid recent turmoil in its leadership ranks.

The class action complaint, filed in U.S. District Court, names former Overstock CEO Patrick Byrne and former Chief Financial Officer Greg Iverson, along with the company as defendants in an alleged scheme to “deceive the investing public” over a five-month period that ended Sept. 23 of this year.

“Defendants were motivated to and did conceal the true operational and financial condition of Overstock, and materially misrepresented and failed to disclose the conditions that were adversely affecting the company throughout the class period,” the lawsuit states.

“Because it enabled them to deceive the investing public regarding Overstock’s business, operations, management and the intrinsic value of Overstock common stock; enabled defendants to artificially inflate the price of Overstock common stock; enabled defendant Byrne to sell over $100 million of his privately held Overstock shares while in possession of material adverse nonpublic information about the company ... (and) caused plaintiff and other members of the class to purchase Overstock common stock at artificially inflated prices.”

An Overstock spokesman discounted the allegations in a statement to the Deseret News Monday.

“The company disagrees with the plaintiff’s allegations,” the spokesman said. “We will vigorously defend the lawsuit and we expect to win.”

Overstock’s market value has reeled since mercurial figurehead and longtime CEO Byrne resigned in late August following news stories, and statements from Byrne that detailed his alleged involvement in covert, international government investigations. Over three days in mid-September, Byrne divested almost 5 million shares of stock in the company he remade in the 1990s, and then Iverson resigned. After hitting a three month low of $11.19 on Sept. 18, the day after Iverson announced his departure, the stock saw a slight recovery, but at midday Monday was down to $10.69 per share, a price that falls well below the company’s 2002 IPO per share value of about $13.

The complaint claims the defendants issued a series of press releases and made statements to the U.S. Securities and Exchange Commission that promoted the company’s investment, via its Medici Ventures subsidiary, in cryptocurrency exchange company tZero, extolling “the benefits that this would purport to provide investors” and that Overstock’s e-commerce business was doing well enough to both fund the tZero launch and still pay dividends to investors.

“Defendants represented to investors that improvements in Overstock’s retail division would fund the launch of tZERO and that the company could expect to earn at least $17.5 million (in earnings) by year end 2019,” the lawsuit says.

The filing goes on to claim that a plan to lock out investors from reselling a digital token dividend, related to tZero, for six months was a strategy to take “revenge upon short sellers” and was a plot that reflected Byrne’s long-running dispute with those who, essentially, bet against the company’s success through short selling Overstock shares.

“The real motive for the tZERO dividend, which was to punish short sellers for a decadelong campaign against them for shorting Overstock and for being a market-check, or thorn in the side of defendant Byrne,” the complaint alleges. “While defendant Byrne had previously, at different times, launched into public tirades over short selling and naked short selling, the tZERO dividend was his secret plot to finally obtain hegemony over them — and it almost worked.”