As everyone knows by this morning, Spot Runner–the heavily-funded and once-hyped online-offline advertising agency–is being sued by one of its more prominent investors.

Ad behemoth WPP, which is making a variety of harsh allegations in a lawsuit filed about two weeks ago, is saying it is still not too big to be snookered by the start-up’s top execs and some of its other investors.

WPP (WPPGY), which has been quite active in making digital ad investments over the last several years, is alleging that Spot Runner sold over $54 million in “secondary” shares to line its own pockets without telling WPP much, all while losing money, running out of funding and not building a sustainable business.

The lawsuit essentially paints an ugly picture of Spot Runner as the Bernie Madoff of Web 2.0.

In its strongest phrasing, the lawsuit alleges:

“Rather than working to make Spot Runner a successful and profitable venture, they perpetuated a ‘pump-and dump’ scheme in which they aggressively promoted the Company to new investors (often by promoting that WPP was an investor in and supported of the Company) and then sold new investors large quantities of their own secondary shares at ever-increasing valuations. Such secondary sales were accomplished surreptitiously and without disclosures to Investors required by the controlling Investor agreements or federal and state securities laws.”

Those named in the suit include: Spot Runner CEO and co-founder Nick Grouf, CTO and co-founder David Waxman, venture investors Battery Ventures and Index Ventures, and board members, such as former AOL exec Robert Pittman.

This is obviously a bad turn of events for Spot Runner, which is currently reeling from the advertising downturn too.

Before that, it had gotten over $100 million in funding from a strong slate of investing luminaries.

Investors included international media giants Daily Mail and General Trust and Grupo Televisa, investment company Legg Mason Capital Management (LM) and luxury conglomerate Groupe Arnault/LVMH.

Spot Runner’s previous investors are Allen & Company, Battery Ventures, Comerica Bank (CMA), Lachlan Murdoch, Vivi Nevo, Capital Research and Management, CBS (CBS), Index Ventures, Interpublic Group (IPG), Tudor Investment Corporation and WPP.

All that money had, when times were good, given Spot Runner an eye-popping valuation upward of $500 million.

And that’s the very kind of bubble economics that apparently allowed some at the company to make those lucrative secondary sales the lawsuit alleges, with lots of demand to get in to the latest hot start-up.

To be clear, such sales are not uncommon at tech start-ups in Silicon Valley, often done to allow entrepreneurs to take some money off the table, especially if there is no clear path to liquidation.

But the scope of the sales alleged is quite unusual, with Grouf getting half the proceeds of the transactions, which were made from early 2006 to early 2008.

That said, WPP–which is seeking $11.5 million in damages, as well as legal fees, after investing $10 million–leaves itself open to its own tsk-tsking, since it finally got to participate some in the sales too, dumping $900,000 worth of shares in the last one.

That makes it seem like WPP is just miffed that it did not get enough while the getting was good, which is underscored by the small amount of money being asked for in the lawsuit, in comparison to the large and loud accusations.

Worse still, perhaps, for everyone involved, is the suit’s revelation that Spot Runner was not the revenue geyser it had touted itself as being–which should not come as a huge shock to anyone who has followed any Web 2.0 company in an even cursory way.

Very few, including the star, Facebook, make money, as BoomTown and others have pointed out a lot to little interest.

The lawsuit says the profit-free Spot Runner had $5 million in revenue in 2007 and $9 million in 2008. It alleges too that the company only has $20 million left of its funding and is spending $35 million to $45 million a year.

That’s because Spot Runner was trying to create a new online ad system, which was essentially a do-it-yourself model that tries to iron out inefficiencies in the buying and selling of advertising and bridge the gap between the traditional and online ad markets. It has since changed its strategy and is working on other products, such as a digital-media buying platform called Project Malibu.

Other than Spot Runner’s statement that it would defend itself vigorously, there were mostly no comments all around.

“This situation is unfortunate; we had hoped that we would have had a long relationship with WPP. We believe the claims are without merit and we will vigorously defend against them, including taking all necessary legal action to protect Spot Runner’s reputation,” said a Spot Runner spokeswoman in a statement.

But one source close to the Spot Runner side, while not addressing the specific allegations, noted in an interview with me that what looks bad now did not then:

“These are different times and things look differently.”

You can say that again. And again after that.

As point of that fact, check out a video I did, below, with Grouf last July at Spot Runner offices in Los Angeles, right after it had gotten one of its giant piles of money. (Grouf is pictured here.)

This video took place right after a lot of the transactions that the lawsuit alleges, which makes sense since Spot Runner was the hot start-up at that moment and many would have been trying to get into the action.

I met Grouf many years ago when he–along with Waxman–founded PeoplePC and Firefly Networks.

Grouf sold the struggling PeoplePC–which hawked computers bundled with an online service–to Earthlink (ELNK) in 2002 for $10 million and assumption of $35 million in liabilities, in a Web 1.0 meltdown deal that followed a disastrous IPO.

But with a hot new start-up, everything looked pretty again, perhaps too pretty, for Grouf.

As I wrote at the time about the hype, which including rumors of Spot Runner being sold for big bucks to Google (GOOG) or Microsoft (MSFT):

“This is its biggest burden, I think, setting expectations very high for what is still a little start-up…Who knows whether the company will be able to overcome its hype, but time (and money) will tell.”

Obviously, we can tell a lot more now.

Here’s the Grouf video (the full lawsuit text and a memo Spot Runner sent to employees about it are also below):

Here is the full lawsuit (click on + button to zoom in):

And, finally, here is the letter Spot Runner sent to employees, who have suffered from layoffs, about the lawsuit:

Team,

As you may have heard, WPP, a minority shareholder (less than 3%) in Spot Runner since 2006, filed a lawsuit against the company and its board members primarily related to the sale of Spot Runner stock and Spot Runner’s communications with WPP. This situation is unfortunate, as we appreciate and value the relationships we have with all of our investors and we had hoped for a long and supportive relationship with WPP. We believe these claims are without merit and we will vigorously defend against them, including taking all necessary legal action to protect Spot Runner’s reputation.

We feel strongly that WPP’s complaint contains many baseless accusations and we want to give you a broader perspective on the matter. This lawsuit is unrelated to our products and services–it is centered on legal agreements entered into with WPP, a sophisticated investor, regarding the way that shareholder stock sales were handled. WPP alleges that Spot Runner’s board members failed to disclose to WPP the stock sales by shareholders, allegedly in violation of the board’s obligations to stockholders, among other things.

We are confident that Spot Runner complied with all of its obligations under the various shareholder agreements. When these sales occurred, there was overwhelming demand for Spot Runner stock and the company did not want to dilute existing shareholders by issuing new shares. Therefore, the founders (in 2006) and the board members and other preferred shareholders (in 2007 and early 2008) agreed to make room for important, new investors and respond to their desire to invest in Spot Runner by selling their own shares. In 2007 and 2008, WPP and other preferred shareholders were given notice that the sales were occurring and they had the opportunity to participate in the sales. In fact, WPP signed various documents acknowledging this opportunity.

Spot Runner and all of its employees conduct business with the utmost integrity. Our team, technologies, and products and services are core assets of which we can all be proud. It is because of your hard work that we have come this far. To that end, we continue to drive hard toward successfully launching Project Malibu and realizing its full potential. You also should know that our board members remain majority shareholders in Spot Runner–a concrete sign of their commitment to and confidence in the business.

Our outside counsel will work with the board and management team to develop a formal reply, which ultimately will be filed with the court. These legal proceedings should not affect our day-to-day operations.

We are grateful that we can count on you to remain focused on serving our clients and partners to the best of your abilities.

Thank you again for all that you do for Spot Runner.

One thing that’s nice in these volatile times is that the Winklevoss identical twins–aka the Olympic rowing hunks whom Facebook founder Mark Zuckerberg seems to have repeatedly dunked since college–can always be relied upon to create nonstop entertainment for those riveted to their increasingly kooky lawsuit against the hot social-networking site.

(Tyler Winklevoss is pictured here and Cameron Winklevoss is below.)

This week, the latest news came from a bizarre cut-and-paste technique that allowed the Associated Press to get redacted financial details of the settlement related to a lawsuit between Facebook and the Winklevosses, in which they alleged that Zuckerberg stole the idea for Facebook from them.

The method of how AP got to the numbers–getting to the “blacked-out portions by copying from an electronic version of the document and pasting the results into another document”–was perhaps the most interesting piece of news in the hubbub.

That’s because the $3.7 billion valuation for Facebook uncovered Harry Potter-style in the court papers–although treated as new news by the blogosphere–was actually old news from a while back.

For those not paying attention, the legal document revealed that Facebook agreed to pay the Winklevoss-founded social site ConnectU $20 million in cash and 1,253,326 shares of common stock.

The worth of those shares depends on whether you are using Facebook’s “own appraisal” to set the value of the start-up at $3.7 billion or the fictional-from-the-get-go $15 billion from when Microsoft (MSFT) forked over $240 million for preferred shares in Facebook in late 2007.

(If you’re bored, you can play investigative reporter on the docs here too!)

In any case, it’s only the legal hijinks–either via rank incompetency or, more likely, creative leaking–that I want to know more about, especially since heretofore confidential information seems to keep seeping out of this case like some hole-plagued rowing shell.

Besides the invisible ink trick, there was also the “accidental” leak earlier this week by the law firm that once represented ConnectU against Facebook about how well it had scored for the Winklevosses.

In a marketing newsletter, Quinn Emanuel Urquhart Oliver & Hedges bragged it had earned them the higher $65 million figure, based on the Microsoft valuation, rather than the lower Facebook one.

ConnectU fired Quinn Emanuel over the settlement–likely because the lower figure was the right one–and, presto, the new information suddenly emerges.

And last year, Zuckerberg was subjected to widespread ridicule after the Boston-based magazine 01238 got hold of all sorts of court-sealed goodies about his bad behavior while a student at Harvard University, where he created Facebook.

It just gets curiouser and curiouser.

Of course, the documents that still have not gotten leaked are the alleged “smoking gun” that shows Zuckerberg to be guilty and the Winklevii redeemed. While many on the twins’ side have persistently insinuated they exist, such proof has not surfaced as yet.

That’s why, until then, this whole legal circus remains a ship of fools.

The election is not the only event with only days to go–a move in face-off Yahoo and Google are in with the Justice Department over their controversial search advertising partnership will have an outcome, sources close to all sides said, before the next President is chosen.

Thus, I predict news either tomorrow or Monday.

Why? Well, campaign news will surely drown out any attention any development might get, of course.

But, actually, for more obvious reasons: Whoever is elected, the Assistant Attorney General for Antitrust, Thomas Barnett, will be leaving that post sometime after the Nov. 4 election.

Thus, Barnett and his team are likely–after all this noise–to want to take action of some sort before he becomes, in essence, a lame duck.

Of course, it is ironic that, as the clock counts down the last minutes, a regulator not regarded as a very effective trustbuster and who has taken a mostly hands-off attitude toward meddling with businesses, could launch a lawsuit against the most powerful Internet company in the world.

Or not.

Yahoo (YHOO), Google (GOOG) and the Justice Department are still talking, sources said, trying to come to some accommodation.

So, as we wait for the verdict, here’s a short handicap of options:

1. Google and/or Yahoo walk:

It seems far more likely that Google would do this than Yahoo, given its corporate culture is impatient with moving forward illogically (think Spock and you have the right picture of Google’s mindset).

I would imagine Google execs do not want to accept any caps or changes to the deal at all, and might conclude such restrictions make it not as worthwhile.

Yahoo, of course, cannot walk as easily, depending on the deal for revenue and because it must avoid having to then turn to Microsoft (MSFT) to strike a search ad deal from a very prone position.

Thus, Yahoo has to be pulling out all the stops to make something work.

Then again, if a Justice Department lawsuit is the alternative, walking would be the best option.

Prediction: Even odds.

2. Google and Yahoo accept changes:

Whether it be caps or monitoring or forcing Yahoo to strike a similar deal with Microsoft, this option seems like a bad one for the pair, as it hobbles the deal before it even has a chance to be tested.

Plus, the joy of government regulators breathing down your neck 24/7 is, well, priceless, especially after Google CEO Eric Schmidt told regulators he would move forward with or without them.

While Google has now perhaps permanently put the government on notice that is must be more scrutinized than ever going forward with that unfortunate statement, I would be surprised if Google accepted any substantial changes to the deal.

Prediction: If small adjustments, likely. If more, it would be hard to imagine.

3. The Justice Department files a lawsuit:

Ouch. Bad all around.

First, the Justice Department will have a hard time proving this partnership–which has not launched–is damaging. While it is good to have all those nervous advertisers to point to, it will be an uphill slog of a case.

Second, another lawsuit or fight for slap-happy Google? Oh, dear. It just settled the book scanning lawsuit and is still embroiled in a bigger lawsuit with Viacom (VIA) over YouTube copyright infringement. Enough.

Third, a Justice Department lawsuit for Yahoo should be the proverbial straw that breaks Yahoo CEO Jerry Yang’s rule of the company and would get Yahoo stock to the penny-stock level.

Prediction: I witnessed the Microsoft antitrust trial, while working at the Washington Post and I am here to say to all parties involved: Do not go there.

4. Justice waves the deal on through as is:

Wake up, Eric and Jerry, you’ve been dreaming! Also, in this event, the head of Microsoft CEO Steve Ballmer would explode.

Prediction: Well, it could happen. Also Ralph Nader could get elected.

Please see this disclosure related to me and Google.

Wrote The Deal’s Cecile Kohrs: “A proposed joint venture between rival Internet companies Google Inc. and Yahoo! Inc. appears headed for the trash bin, just ahead of an expected U.S. Department of Justice challenge to the agreement, lawyers close to the deal said.”

Well, maybe it will die at some point. But, in the words of Juba in the last line of the greatest movie ever (“Gladiator,” of course!): Not yet.

Said Google spokesman Adam Kovacevich: “We are continuing to have cooperative discussions with the Department of Justice about this arrangement and agreed to a brief delay in implementing the agreement while those discussions continue. We are confident that the arrangement is beneficial to competition, but we are not going to discuss the details of the process.”

It was a sentiment underscored by Google CEO Eric Schmidt, who was doing an economic summit with Democratic Presidential candidate Sen. Barack Obama today in Florida and told reporters there when asked about the deal: “We agreed to extend our discussions … with the DOJ.”

Yahoo’s CEO Jerry Yang also said the same during Yahoo’s third-quarter earnings call this afternoon.

In fact, that Google (GOOG) and Yahoo (YHOO) lawyers, along with the Justice Department, are still talking is the strongest indication that there might be some middle ground to be found in the fight over the future of the search advertising business.

After all, Google is not shy about going to court. Among many others, it took on media giant Viacom over YouTube’s copyright issues with all the relish of a lipstick-wearing pit bull.

In fact, I am convinced that the search giant’s corporate mantra is from Travis Bickle in “Taxi Driver”: You talkin’ to me? You talkin’ to me? You talkin’ to me? Then who the hell else are you talking … you talking to me? Well, I’m the only one here.

And Yahoo? Well, Yahoo can never stop talking, as evidenced recently by its never-ending discussions to merge with the Time Warner (TWX) online unit, AOL.

This is an overall corporate characteristic–Yahoo often has the tone of a 1970s encounter group.

Plus, the deal to put some Google search ads on its site is an important fountain of revenue Yahoo desperately needs. For its part, Google wants the deal, mostly to keep Microsoft (MSFT) at bay.

As for the Justice Department, it has one big problem if it does go hot and files a lawsuit against the Yahoogle twins: A little thing I like to call “proof.”

Now I am no legal eagle, but I am told by experts that it is a little hard to prove damage that has not occurred yet if it is seeking an injunction to stop implementation of the partnership.

It’s like the big question in that dumb but watchable Tom Cruise movie, “Minority Report”: Can you arrest someone for a murder they might commit?

Google, with its dominant market share that grows daily, may very well be the scariest company on the planet.

(I think it might indeed be and have written in opposition many times to this partnership of the No. 1 and No. 2 players in the search space, but who am I to say?)

But making a case that it will turn Yahoo into a satellite, raise ad prices and turn into Godzilla, all before it actually happens, is tough.

More to the point, with all the pressure from public interest groups and advertisers who oppose the deal without some checks and balances, along with Microsoft’s relentless lobbying, some accommodation obviously must be made.

Thus, that is going to take more days of jabbering, probably into next week (although it all does have to be settled before the election, when the regulators pressing the case might be out of a job).

After those blabby avenues are exhausted, of course, we might very well see the digital gladiators go at it. Or abandon the field.

But not yet.

Please see this disclosure related to me and Google.

You have to admire the sledgehammer stylings of Google CEO Eric Schmidt, who loves to accuse Microsoft (justifiably, I might add) of bullying lobbying tactics in our nation’s capital, in the latest moves in the regulatory fight over the controversial search advertising outsourcing partnership that Yahoo and Google have struck.

Today, just days before the Justice Department will decide whether to move ahead with a lawsuit to stop the Yahoogle deal from proceeding or let it move forward with some other remedy or tweaking, Schmidt announced that he would be campaigning for Democratic presidential candidate Sen. Barack Obama in the last two weeks of the election.

Schmidt said in an interview that it was a personal endorsement and not from the company, even though many of its top execs are longtime supporters of Obama.

“I’m doing this personally,” he said. “Google is officially neutral.”

Well maybe so, and Schmidt has long been politically active himself.

But I cannot help but be struck by the perfect timing of the announcement, right as government officials under the Bush administration must make a move before the election makes them unable to do so.

(Then again, if Schmidt had endorsed Obama after any move by the government, it probably would have looked worse.)

In any case, it now makes any action by Washington policymakers even more complex.

To begin, Assistant Attorney General for Antitrust Thomas Barnett (pictured here), who will be leaving that post after the November election, has not been much of a trustbuster, to say the least, taking a mostly hands-off attitude toward business regulation.

But, in taking a long look at the deal in the first place, a partnership that does not actually need Justice Department approval to move forward, and hiring an outside counsel too, Barnett has also put himself out on a limb.

Thus, he is likely not to pat Yahoo (YHOO) and Google (GOOG) on the back and wish them good luck in their exciting endeavor.

That’s especially true given that a wide range of advertisers has expressed worries about the deal, which they say will lift online search ad prices and create a dangerous duopoly, along with public interest groups that have called the deal dangerous. Plus, there are also the many other special interest groups, all jacked up by Microsoft’s lobbying.

(It still surprises me up that some reports find it shocking that Microsoft is being aggressive here–helloooooo–Google would do exactly the same if the tables were turned.)

Google and Yahoo are arguing that the deal is nonexclusive, does not violate antitrust laws and that prices will not rise since they are determined by auction.

Still, sources close to all parties–Yahoo, Google and Microsoft (MSFT)–said the decision from government regulators, expected as early as this Wednesday, could still go a number of ways.

Under one scenario, the government could file a lawsuit and ask for an injunction to stop the deal from starting at all.

This move would be the most drastic of all. And, more to the point, it is hardest to prove, because there is no actual damage yet to point to as a result of the deal, even if the pair do control upward of 80 percent of the search market.

Under a second, the Justice Department could file a lawsuit opposing the deal, but not ask that it be stopped.

That means that the Yahoo and Google deal could go forward with implementation, even with the suit hanging over its head. It is a move that would provide a lot of data to determine the true impact of the No. 1 and No. 2 search players being in business together.

Under a third scenario, regulators could give Google and Yahoo tacit approval for the deal, with certain new rules about caps or monitoring that are agreed to in advance.

This option is the most complicated, since it is hard to determine what is dangerous and what is not in the fast-moving world of search. Will the Justice Department have a monitor sitting cluelessly next to Yahoo and Google engineers as they fiddle with the algorithm?

Still some sort of new rules to the deal are expected, if Justice takes a pass on a lawsuit.

“They are not going to hold a parade for us, and it is obvious they are interested in putting appropriate guardrails in place,” said one source close to Yahoo and Google. “But they might just say, ‘Go ahead, but we are watching you very carefully.’”

Under a fourth scenario, which Google is pushing for strongly, the Justice Department could simply pass on taking any action at all.

In that case, which seems unlikely, it is not without possibility that some advertisers or even Microsoft could go to court to seek their own injunctions, although that would be extreme.

Microsoft could also ask, given that the Yahoogle deal is nonexclusive, to make a similar deal with Yahoo. If it is rejected, the software giant could use that as proof that it is not.

But what is perhaps most interesting is that Yahoo and Google have not completely agreed as to how to handle this difficult process.

Yahoo, which has only recently become more active in lobbying for the deal, has been more willing to allow the government to set parameters in order to get regulatory blessing.

The company has also been quietly telling advertisers worried about it there are moves to come–Yahoo execs are obviously referring to a possible merger deal with Time Warner over its AOL unit–that mean that advertisers should be less scared of Yahoo becoming a satellite of Google.

Google, as is typical for it, has been more aggressive in its stance, holding out for less–if any–tweaking of the original Yahoogle deal.

Even its partner Yahoo thinks the powerful Internet giant has had a tin ear in this regard so far, with Yahoo execs cringing when Schmidt was widely quoted as saying that the deal would move forward with or without Justice Department approval.

The statement by Schmidt, in which he also added, “time is money in our business,” made him seem a bit arrogant about the role policymakers have.

Obviously, Schmidt misspoke, which all neophyte politicians tend to do now and again.

Today, he was much more circumspect, although he still managed to get a dig–or was it a warning?–in.

“My sense is, the Justice Department makes judgments on these issues independent of politics,” Schmidt said, priming the pump perfectly. “It would be unfair to Justice to imply [that supporting Sen. Obama] would make a difference.”

Yes, that would be completely unfair.

Please see this disclosure related to me and Google.

When he debuted his company’s new DVD copier at DEMOfall recently, called RealDVD, RealNetworks’ Rob Glaser did a video interview with BoomTown about it.

And now that RealNetworks (RNWK) and Hollywood are cross-suing each other over RealDVD–in the latest clash over the still-contentious copyright issue that separates the tech and entertainment industries–it’s time for a replay!

The RealDVD software allows a user to rip all the parts of a DVD, including cover art, onto a computer. It costs about $30.

Hollywood studios, which filed a lawsuit in federal court Tuesday, maintain that RealDVD is illegal, and one of their reps called it “StealDVD.”

Haw, haw. This is what apparently passes for clever in Hollywood these days.

But before the entertainment giants’ lawsuit, RealNetworks filed its own suit, claiming it was protecting the fair-use rights of consumers to make copies of content they had purchased.

To avoid violating digital rights management schemes, RealDVD has added its own DRM layer, preventing ripped DVDs from being copied and shared and imposing further barriers to piracy.

But there are still possibilities for illegal ripping, of course, because RealDVD users must promise not to copy videos they don’t own.

No surprise–an honor-system product that makes it even easier to copy DVDs was not exactly welcome by Hollywood, which has been trying to protect its movie revenues from suffering the same fate as the music industry via rampant CD-ripping.

Thus, the typical mainstream media reaction to the inevitability of consumers wanting to digitize content: More lawsuits!

In any case, here’s the video of Glaser talking about RealDVD: