From the NYT DealBook.
More Facebook IPO shenanigans here.
2 January 2013
Morgan Stanley fined over Facebook IPO
29 October 2012
Facebook’s general counsel receives shares worth $30,000,000
Restricted stock units have vested today for some Facebook staff. The General Counsel, Theodore Ullyot, receives shares worth $30,000,000, which can now be sold.
More Facebook here.
10 October 2012
Facebook’s strained discussions with SEC over IPO disclosures
This excellent Bloomberg article details the various ways in which the SEC pressed Facebook for fuller and more accurate disclosures about its business ahead of its shambolic IPO. Excerpts:
read more »
4 September 2012
The man responsible for the Facebook IPO shambles
Discussed here in the New York Times. (UPDATED: Reuters’ Felix Salmon provide a counter-point to the NYT article here.)
“It is David Ebersman’s fault. There is just no way around it.
Mr. Ebersman is Facebook’s well-liked, boyish-looking 41-year-old chief financial officer. He’s not as well known as Mark Zuckerberg, Facebook’s founder and chief executive, or Sheryl Sandberg, its chief operating officer and recently appointed director.
But when it came to Facebook’s catastrophe of an initial public offering — the stock reached a new low on Friday, closing at $18.06 — it was Mr. Ebersman, not Mr. Zuckerberg or Ms. Sandberg, who was ultimately the one pulling the strings.
Now, three months after the offering, the company has lost more than $50 billion in market value. Let me say that again for emphasis: Facebook’s market value has dropped more than $50 billion in 90 days.
To put that in perspective, that’s more market value than Lehman Brothers gave up in the entire year before it filed for bankruptcy.”
More FB IPO mishaps here.
23 May 2012
Round-up of the various Facebook IPO shambles
Facebook’s IPO is turning into a legal and PR disaster. Here is a round-up of what’s gone wrong so far:
read more »
19 April 2012
Zuckerberg didn’t tell Facebook board that he was going to buy Instagram until day of deal
The Wall Street Journal reports that Mark Zuckerberg only told his board about Facebook’s biggest ever acquisition on the morning of the day the deal was announced. “The board, according to one person familiar with the matter, “Was told, not consulted.”"
As we note here, he would be able to act in the same way after Facebook’s IPO, given his majority voting control.
See also: Super-voting stock in publicly-traded US technology companies and Leading proxy advisor surprised that Mark Zuckerberg controls Facebook
8 March 2012
List of banks working on Facebook IPO
14 February 2012
Leading proxy advisor surprised that Mark Zuckerberg controls Facebook
US proxy advisor Institutional Shareholder Services describes Mark Zuckerberg’s total control over Facebook, its voting arrangements and its governance as “the tragedy of the dual class commons“.
See also: Facebook’s S-1 filing
Proxy advisors and the tick-box approach to corporate governance
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9 February 2012
Facebook’s contracts with Zynga made public
Amendment to S-1 IPO filing also contains Mark Zuckerberg’s and Sheryl Sandberg’s terms of employment
2 February 2012
Facebook’s S-1 filing
“Our culture emphasizes rapid innovation and prioritizes user engagement over short-term financial results.”
Facebook’s S-1 Registration Statement is here.
- Mark Zuckerberg controls 28.2 of total voting power directly and a further 30.6% through irrevocable proxies, giving him 57.1% of total voting power (see page 127).
- In 2011, Zynga accounted for approximately 12% of Facebook’s revenue (see page 18).
- Facebook has a dual stock structure, with each Class B share having 10 votes and each Class A share having one vote (page 130). Mark Zuckerberg doesn’t hold any Class A shares.
- There are only two specific matters mentioned in “Legal proceedings” (page 93). One is a claim by Paul D. Ceglia that he has a “purported contract” with Mark Zuckerberg giving him “substantial ownership of the company”. The other is the Securities and Exchange Commission’s inquiry into secondary transactions involving the sale of private company securities as well as the number of Facebook’s stockholders of record.
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1 September 2011
Women on boards / Facebook
Deadline for FTSE 350 companies to announce their goals for female board membership approaches
9 March 2013
Women at work: Lean in
The New York Times review of Sheryl Sandberg’s “Lean In: Women, Work, and the Will to Lead” here.
Ms. Sandberg is famously ex-World Bank, ex-US Treasury, ex-McKinsey, ex-Google and now Chief Operating Officer at Facebook.
Excerpt from the NYT Review:
read more »
11 January 2013
Stock exchanges: struggling with complexity and high-frequency trading
8 January 2013
Tom Wolfe on how the quants neutered the Masters of the Universe
Bonfire of the Vanities author in the Daily Beast on the demise of traders and the rise of quants, via the Facebook IPO:
“But it proved to be more than one unbelievably bollocksed-up IPO. May 17 was the day Wall Street got vaporized. After Facebook Day, all that “Wall Street” had been a metonymy for, the big money, the Big Picture of America’s economy, the excitement, the sense that this is where things are happening, was gone”
and John Coates’ work on the physiology of trading floors.
24 September 2012
Financial promotions and digital media: FSA guidance
In a speech on 21 September 2012 Clive Gordon, Head of Conduct Risk at the Financial Services Authority, gave some guidance on the regulator’s approach to using digital media for making financial promotions. Mr Gordon specifically discussed Facebook, risk warnings (particularly “roll-over” risk warning), image advertising, the absence of a “one-click rule” and the unsuitability of Twitter for many financial promotions. Excerpt (our emphasis added):
read more »
10 September 2012
Retail opposition to high-frequency trading
From the New York Times, a general account of HFT’s impact on retail brokers:
read more »
2 September 2012
A secondary market for UK private company shares? Asset Match to launch trading platform
Hope they’ve got a good grasp of FSMA…Asset Match says that it will be:
“the first comprehensive electronic platform in the UK for trading shares in private companies”
and that it is:
read more »
28 August 2012
Small world
Sheryl Sandberg, chief operating officer of Facebook, is the cousin of hedge fund investor – and FSA finee – David Einhorn.
This long and mostly admiring article about David Einhorn in the New York Times doesn’t even make mention Einhorn’s £7.2 million fine from the FSA for market abuse; quickly forgotten in the US, if ever of interest.
20 August 2012
Calpers may boycott dual-class IPOs that leave minority shareholders in control
From efinancialnews.com via Nasdaq:
“One of the world’s largest investors is threatening to boycott any stock market listing that allows minority shareholders to control a majority of the votes through multi-tier share structures and will oppose those that already exist…
…The California Public Employees’ Retirement System, the US’s largest pension fund with $237 billion in assets under management, is drawing up new corporate governance criteria under which it will campaign to remove dual class, classified or plurality voting structures and not invest in initial public offerings which use them.”
read more »
16 July 2012
Hedge funds getting early access to analysts’ changes of mind, says NYT
Not news, but a good explainer from the New York Times:
“They are supposed to be among Wall Street’s most closely guarded secrets: changes in research analysts’ views, up or down, of a company’s prospects. But some of the nation’s biggest brokerage firms appear to be giving a handful of top hedge funds an early peek at these sentiments — allowing them to trade on the information before other investors get the word.
read more »
1 June 2012
Another tech business turns its back on the public markets: Martin Lewis’s MoneySavingExpert sold for £87 million
MoneySavingExpert, one of the UK’s most successful digital businesses, is being acquired by MoneySupermarket Group plc for a maximum total consideration of £87 million. MoneySupermarket’s announcement is here.
The deal consideration is structured partly as a earn-out, with:
read more »
15 May 2012
Failures of common sense cause three board directors to leave US companies
The CFO of Francesca’s Holding Corp. has been removed after using Facebook and Twitter to disclose potentially price sensitive information. Apparently he thought he was being amusing.
The CEO of Best Buy left just before it emerged that the company had been investigating his “intense” relationship with a junior employee. Now the cover-up has caused the Chairman to go as well. (The Daily Mail gets to the heart of the matter in its inimitable style.)
And the CEO of Yahoo left after a hedge fund pointed out that his CV claimed he had a degree he hadn’t got.
10 April 2012
February 2011: Series A round raises $7 million. April 2012: Sold for $1billion
One of the most successful VC investments in history
25 March 2012
Proxy advisors: ESMA, concerned about conflicts of interest, starts consultation on possible regulation
The European Securities and Markets Authority publishes discussion paper on the proxy advisory industry; EU regulation is one option under consideration
3 February 2012
Taylor Wessing to spin off its due diligence business
New Street Solutions to be majority-owned by external investors and offer services to other law firms
16 November 2011
An eBay for private companies?
A secondary market for investing in European private companies
In the past couple of years secondary markets for private company shares have garnered a deal of attention in the United States, not least for the regulatory challenges they both pose and have to overcome, with companies such as SecondMarket and Sharespost facilitating a market in the (still private) shares of fast-growth companies such as Facebook and Twitter.
Now this phenomenon of organised secondary markets for shares in private companies appears to be coming to Europe, with the launch in Switzerland of FirstPEX, which describes itself as “Europe’s first…secondary market where Business Owners, Brokers, Financial Advisors and Investors can connect and negotiate the terms of an investment. FirstPEX allows sellers of equity to interact with qualified Investors”.
FirstPEX operates as a form of eBay for private company shares:
“FirstPEX is a membership-based platform. Business information listed on the site is only accessible by registered members. Members can only become active on the site once they are approved by our team of moderators. As a Business Owner you can list your equity for sale to the highest bidder and as an Investor you can filter investments according to your requirements, access all vital information and engage in live chats with Business Owners.”
FirstPEX’s website adds that “we are currently working on launching FirstPEX in the UK, Germany, France and Italy”.
See also: SecondMarket Brags About 2011 Results, But What Happens After Facebook Goes Public? – Wall Street Journal
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